UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]      Quarterly Report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934

                     For the Quarterly Period Ended 9-30-99

                                       OR

[ ]      Transition Report under Section 13 or 15(d) of the Exchange Act
         For the transition period from ____________ to ________________

                             Commission File No. 0-


                              World Services, Inc.
                           --------------------------
        (Exact name of small business issuer as specified in its charter)

                              A _______ corporation

                  I.R.S. Employer Identification No. 46-0355586

                          PO Box 786 Aberdeen, SD 57402
                         ------------------------------
                    (Address of Principal Executive Offices)

                                 (605) 225-4131
                             -----------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                             -----------------------
                  (former address, if changed from last report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

                        ___X___Yes           _______No


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date: As of September 30, 1999, there were
2,639,679 shares of common stock outstanding.

Transitional Small Business Disclosure Format (Check one):Yes[ ] No[x]

<PAGE>


                                 INDEX


PART I.     FINANCIAL INFORMATION:

Item 1.     Balance Sheet as of September 30, 1999 ........   1

            Statements of Operations for Quarters Ended
            September 30, 1999 and 1998 ...................   2

            Statements of Operations for the Nine Months
            Ended September 30, 1999 and 1998 .............   3

            Statements of Cash Flows for the Nine Months
            Ended September 30, 1999 and 1998 .............   4

            Notes to Financial Statements .................   5

Item 2.     Management's discussion and Analysis of
            Financial Condition and Results of
            Operations:

            Liquidity and Capital Resources ...............   6

            Results of Operations .........................   7

            Y2K Compliance ................................   8

PART II.    OTHER INFORMATION:

Item 1.     Legal Proceedings .............................  10

Item 2.     Changes in Securities .........................  10

Item 3.     Default Upon Senior Securities ................  10

Item 4.     Submission of matters to a Vote of Security
            Holders .......................................  10

Item 5.     Other Information .............................  10

Item 6.     Exhibits and Reports on Form 10-Q .............  10


<PAGE>


                              WORLD SERVICES, INC.
                                  BALANCE SHEET
                               September 30, 1999


                                     ASSETS


CURRENT ASSETS
  Cash                                                         $    26,370.08
  Money Market Fund                                                     49.49
  Certificates of Deposit                                        1,094,246.58
  Interest Receivable                                               31,448.08
                                                               --------------
     TOTAL CURRENT ASSETS                                        1,152,114.23

INVESTMENTS AND OTHER ASSETS
  Investment-Super 8 Developers                                    568,000.00
                                                               --------------
TOTAL OTHER ASSETS                                                 568,000.00
                                                               --------------
TOTAL ASSETS                                                   $ 1,720,114.23
                                                               ==============

                      LIABILITIES AND STOCKHOLDERS EQUITY


CURRENT LIABILITIES
 Stock Redemption payable                                      $    42,329.75
 Accounts Payable                                                    5,500.00
                                                               --------------
         TOTAL CURRENT LIABILITIES                                  47,829.75

STOCKHOLDERS EQUITY
  Common stock, par value $.001 per
         share; (50,000,000 shares
         authorized)with
         2,640,000 shares issued                                     2,715.00
  Additional paid in capital                                     6,364,354.75
  Accumulated Deficit                                           (4,694,785.27)
                                                               --------------
     TOTAL STOCKHOLDERS' EQUITY                                  1,672,284.48
                                                               --------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                                         $ 1,720,114.23
                                                               ==============


                                        1

<PAGE>


                              WORLD SERVICES, INC.
                            STATEMENTS OF OPERATIONS
               For the Quarters Ended September 30, 1999 and 1998

                                                     1999            1998
                                                     ----            ----
REVENUE
  Dividend Income                               $        0.00   $  159,390.40
  Interest Income                                   11,677.87       13,502.33
                                                -------------   -------------
     TOTAL REVENUE                                  11,677.87      172,892.73
                                                -------------   -------------

EXPENSES
  Accounting Fees                                    2,759.51        2,399.00
  Contract Wages & Consulting                        6,420.00        4,249.61
  Faxes                                                 45.75           30.00
  Legal Fees                                         3,814.03          773.87
  Director Fees                                        750.00        1,350.00
  Office Supplies                                      124.24          366.71
  Printing                                             116.50          119.00
  Postage                                               97.00          416.00
  Supplies                                             202.84           36.20
  Telephone                                             28.29           48.01
  Rent                                                 750.00          750.00
                                                -------------   -------------
         TOTAL EXPENSES                             15,108.16       10,538.40
                                                -------------   -------------

INCOME(LOSS)BEFORE INCOME TAXES                     (3,430.29)     162,354.33

INCOME TAXES                                             0.00            0.00
                                                -------------   -------------
NET INCOME (LOSS)                               $   (3,430.29)  $  162,354.33
                                                =============   =============

INCOME PER SHARE (Basic & Diluted)              $         .00   $         .06
                                                =============   =============
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                                 2,640,000       2,640,000
                                                =============   =============


                                        2
<PAGE>


                              WORLD SERVICES, INC.
                            STATEMENTS OF OPERATIONS
              For the Nine Months ended September 30, 1999 and 1998

                                                      1999           1998
                                                      ----           ----
REVENUE
  Dividend Income                                $   79,695.20  $  318,780.80
  Interest Income                                    40,288.30      29,961.37
                                                 -------------  -------------
     TOTAL REVENUE                                  119,983.50     348,742.17
                                                 -------------  -------------

EXPENSES
  Accounting Fees                                    11,679.01      11,548.94
  Contract Wages & Consulting                        20,065.00      30,052.71
  Faxes                                                 296.25         153.00
  Legal Fees                                          5,851.83      12,370.84
  Director Fees                                       3,150.00       3,450.00
  Office Supplies                                       140.20         767.99
  Miscellaneous                                           0.00         308.00
  Printing                                              925.50         664.00
  Postage                                             2,565.89       2,176.45
  Supplies                                              338.64         274.52
  Telephone                                              77.32         204.48
  Rent                                                2,250.00       2,000.00
  Annual Meeting                                      2,913.26           0.00
  Loss on Uncollect. Note                                 0.00       4,000.00
                                                 -------------  -------------
         TOTAL EXPENSES                              50,252.90      67,970.93
                                                 -------------  -------------

INCOME BEFORE INCOME TAXES                           69,730.60     280,771.24

INCOME TAXES                                              0.00           0.00
                                                 -------------  -------------
NET INCOME                                       $   69,730.60  $  280,771.24
                                                 =============  =============

INCOME PER SHARE (Basic & Diluted)               $         .03  $         .11
                                                 =============  =============
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                                  2,640,000      2,640,000
                                                 =============  =============


                                        3
<PAGE>


                              WORLD SERVICES, INC.
                            STATEMENTS OF CASH FLOWS
              For the Nine Months Ended September 30, 1999 and 1998


                                                         1999          1998
                                                         ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES
    Net Income                                       $ 69,730.60  $ 280,771.24

  Adjustment to reconcile net income to
    net cash provided by operating
     activities:
    (Increase) Decrease in:
     Interest Receivable                              (12,869.08)     5,636.46
     Other Assets                                           0.00    (15,899.15)
     Increase (Decrease) in:
     Accounts Payable                                  (5,500.00)         0.00
     Stock Redemption Payable                          (2,058.50)    (6,739.50)
                                                     -----------  ------------
     NET CASH PROVIDED BY
      OPERATING ACTIVITIES                             49,303.02    263,769.05
                                                     -----------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of Certificates of Deposit              (71,246.58)  (240,000.00)
                                                     -----------  ------------
     NET CASH USED BY INVESTING
      ACTIVITIES                                      (71,246.58)  (240,000.00)
                                                     -----------  ------------

     NET INCREASE(DECREASE)IN CASH                    (21,943.56)    23,769.05

CASH AT BEGINNING OF PERIOD                            48,313.64     65,451.44
                                                     -----------  ------------
CASH AT END OF PERIOD                                $ 26,370.08  $  89,220.49
                                                     ===========  ============
SUPPLEMENTAL DISCLOSURES
  Cash payments for:
    Income taxes                                     $      0.00  $       0.00
                                                     ===========  ============
    Interest paid                                    $      0.00  $       0.00
                                                     ===========  ============


                                        4

<PAGE>

                              WORLD SERVICES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE PERIOD ENDED SEPTEMBER 30, 1999


In the  opinion of  management  of World  Services,  Inc.,  (the  Company),  the
accompanying unaudited financial statements reflect all adjustments  (consisting
of only normal  recurring  accruals)  necessary to present  fairly the financial
position of the company as of September 30, 1999,  and the results of operations
and cash flows for the nine months ended September 30, 1999 and 1998.

These  unaudited  financial  statements  should be read in conjunction  with the
Company's annual report on Form 10-KSB for the year ended December 31, 1998.



NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------
A summary of  significant  accounting  policies  is  currently  on file with the
Securities and Exchange Commission on Form 10-KSB.


NOTE 2 - INCOME TAXES
--------------------------------------------------------------------------------
As of December 31, 1998,  the Company had net operating  loss carry forwards for
income tax purposes totaling approximately  $2,700,000 which expire in the years
1999 to 2011.  The net operating loss carry forwards may be limited with respect
to their availability due to prior ownership changes and the consolidated return
regulations.



                                        5
<PAGE>


                              WORLD SERVICES, INC.

                    MANAGEMENTS'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following  discussion and analysis  should be read in  conjunction  with the
Financial Statements and Notes thereto appearing elsewhere in this report.

LIQUIDITY AND CAPITAL RESOURCES - SEPTEMBER 30, 1999, COMPARED TO
DECEMBER 31, 1998
--------------------------------------------------------------------------------
During the nine months ended  September 30, 1999,  cash decreased  approximately
$21,900,  as a result of purchasing  certificates of deposits which are now held
by the Company.

Interest  receivable  increased from $18,579 at December 31, 1998, to $31,448 at
September 30, 1999.

Primarily  as a result of the  increase  in  operating  income,  current  assets
increased by $62,172,  from  $1,089,942  at December 31, 1998,  to $1,152,114 at
September 30, 1999.

Current  liabilities  decreased  $7,558 from $55,388 at December  31,  1998,  to
$47,830 at September  30, 1999.  The decrease is the result of payments  made on
stock redemption payable and accounts payable.


As a result of the  Company's  net income for the nine  months of  $69,731,  the
accumulated   deficit  decreased  from  $4,764,516  at  December  31,  1998,  to
$4,694,785  at  September  30,  1999.  As a result,  total  stockholders  equity
increased  from  1,602,554 at December 31, 1998,  to $1,672,284 at September 30,
1999.

In August of 1997,  the Company  completed a reverse  stock split  followed by a
forward stock split.  Following the reverse stock split,  there were a number of
fractional shares which were redeemed. Not all of the fractional shares had been
submitted  for payment by December 31, 1998 or September  30, 1999. As a result,
the  'current  liabilities'  portion  of the  balance  sheet  reflects  a "stock
redemption  payable."  During the nine months  ended  September  30,  1999,  the
Company  redeemed  outstanding  fractional  shares with a value of approximately
$2,059.  The total number of outstanding shares of common stock reflected on the
balance sheet does not give any effect to the fractional shares outstanding.


                                        6
<PAGE>


                              WORLD SERVICES, INC.

                    MANAGEMENTS'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

The company has sufficient  funds  available to meet its capital  obligations in
the foreseeable future. As noted,  elsewhere in this report and in the Company's
annual  report on Form 10-KSB for the year ended  December 31, 1998,  the future
conduct of World Services'  business is dependent upon a number of factors,  and
there can be no  assurance  that  World  Services  will be able to  conduct  its
operations as contemplated herein.  Certain statements contained in this report,
such as the  possibility  that World Services may acquire an operating  business
or, if any such business is acquired that it can be successfully  operated,  are
forward-looking   statements.   The  accuracy  of  these  statements  cannot  be
guaranteed as they are subject to a variety of risks including,  but not limited
to: the  possibility  that World  Services will not be able to complete any such
acquisition on economic terms, if at all; and if such an acquisition does occur,
the  possibility  that World  Services  will not be able to operate the business
successfully.  Furthermore,  if any  acquisition  does occur,  it will likely be
accompanied  by a change of  control,  and there can be no  assurance  that such
change  of  control  will  be  beneficial  to  World  Services  or its  existing
shareholders.

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1999
COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998
--------------------------------------------------------------------------------


                                          Nine months ended

                                    September 30,    September 30,
                                         1999             1998
                                    -------------    -------------

              Net income             $  119,984       $  348,742

              Operating Expenses         50,253           67,971

              Weighted Average
              Number of Shares        2,640,000*       2,640,000*

              Net income per share   $     0.03       $     0.11



                                        7
<PAGE>

                              WORLD SERVICES, INC.

                    MANAGEMENTS'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


*    The weighted average number of shares has been adjusted for the reverse and
     forward stock splits  completed in August of 1997 and for the repurchase of
     the  fractional  shares  resulting  from the reverse  stock  split,  all as
     described in the Company's proxy statement for the shareholders' meeting in
     August of 1997.

No major changes in income or expenses are anticipated for the rest of the year.

Y2K COMPLIANCE
--------------------------------------------------------------------------------
The  Failure  of  Systems  and  Equipment  on which we  depend  to be Year  2000
compliant could adversely affect our business.

Computer programs or other embedded  technology that have been written using two
digits to define  the  applicable  year and that have  time-sensitive  logic may
recognize  a date using "00" as the Year 1900  rather  than the Year 2000.  This
could result in widespread  miscalculations  or system  failures.  If we and the
banks where we have  deposits or the company  (S8MD) in which we hold a minority
stock  interest  are unable to address Year 2000 issues in a timely  manner,  it
could  result in  material  financial  risk,  including  the loss of revenue and
unanticipated  costs.  Therefore,  we plan to devote all resources  necessary to
resolve significant Year 2000 issues in a timely manner.

Both information technology systems and non-IT systems using embedded technology
may be affected by the Year 2000. We have completed the assessment  phase of our
Year 2000 program. We only have one computer and it's software is Y2K compliant.
Since we are currently a non-operating  company,  we expect little impact of Y2K
issues on our cash flow or financial condition. We have completed the process or
verification of whether banks and S8MD with which we have material relationships
are Year 2000 compliant.  The process of verification  included  contacting each
vendor's IT  department  to  determine  their state of Year 2000  readiness  and
requesting  written  documentation  outlining each vendor's Year 2000 compliance
plan.


                                        8
<PAGE>

                              WORLD SERVICES, INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


We estimate that  expenditures  for Year 2000 issues will be less than $1,000.00
for fiscal 1999.  However,  we are not able to determine the total costs for our
year 2000  program or whether  the Year 2000 will have a material  effect on our
financial condition, results of operations or cash flows.






                                        9

<PAGE>

                              WORLD SERVICES, INC.

                           PART II. OTHER INFORMATION

ITEM 1. - LEGAL PROCEEDINGS
--------------------------------------------------------------------------------

None.

ITEM 2. - CHANGES IN SECURITIES
--------------------------------------------------------------------------------

None.

ITEM 3. - DEFAULT UPON SENIOR SECURITIES
--------------------------------------------------------------------------------

None.

ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------------------------------------

On June 24, 1999, the Company held a special meeting of its shareholders in lieu
of an annual meeting. At that meeting,  the following nominees were reelected to
the Board of Directors:  Ronne Tarrell, Delores Bower, David Jorgenson,  Delbert
Harty, and Terry Heinz. No other matters were considered at the special meeting.

ITEM 5. - OTHER INFORMATION
--------------------------------------------------------------------------------

None.

ITEM 6. - EXHIBITS
--------------------------------------------------------------------------------

Exhibit 27 - Financial Data Schedule.





                                       10
<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

October 18, 1999

                                              WORLD SERVICES, INC.


                                              By: /s/ Ronne Tarrell
                                              ---------------------
                                              Ronne Tarrell, President, Chief
                                              Executive Officer and Principal
                                              Financial Officer




                                       11