SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the quarter ended March 31, 2004
                                       OR
[ ]               TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from ________ to ________

Commission File Number:  2-99080

                       NATIONAL DIVERSIFIED SERVICES, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                                       11-2820379
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                       Identification No.)

c/o Lester Morse P.C.
111 Great Neck Road, Suite #420
Great Neck, New York                                             11021
(Address of principal executive offices)                       (Zip  Code)

Registrant's telephone number,
including area code:                                          (516) 487-1419

                                 Not Applicable
             (Former name, former address and former fiscal year if
                           changed Since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes x . No ___.

6,548,870  Common Shares,  $.001 par value were issued and  outstanding at March
31, 2004.

<PAGE>
                       NATIONAL DIVERSIFIED SERVICES, INC.
<TABLE>
<CAPTION>
                                      INDEX


                                                                                                 Page Number

PART I.  FINANCIAL INFORMATION
<S>           <C>                                                                                    <C>
         Item 1.  Financial Statements

                  Consolidated Balance Sheets                                                         3
                  March 31, 2004 (Unaudited) and
                  December 31, 2003

                  Consolidated Statements of Operations                                               4
                  Three Months ended March 31,
                  2004 and March 31, 2003 (Unaudited)

                  Consolidated Statements of Cash Flows                                               5
                  Three Months Ended March 31, 2004 and
                  March 31, 2003 (Unaudited)

                  Notes to Financial Statements (Unaudited)                                           6

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                                                          8

PART II. OTHER INFORMATION                                                                            9


SIGNATURES                                                                                           10
</TABLE>

                                       2
<PAGE>
              NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS
                                                                            MARCH 31,            DECEMBER 31,
                                                                              2004                   2003
                                                                           (Unaudited)             (Audited)
                                                                           -----------           -----------
CURRENT ASSETS
<S>                                                                        <C>                   <C>
   Cash and cash equivalents                                               $   94,590            $   97,682
   Securities available-for-sale                                              106,858               105,185
                                                                           -----------           -----------
                  Total assets                                             $  201,448            $  202,867
                                                                           ===========           ===========


                                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses                                   $   73,298            $   69,360
                                                                           -----------           -----------
                  Total liabilities                                            73,298                69,360
                                                                           -----------           -----------
COMMITMENT

STOCKHOLDERS' EQUITY
   Common stock, $.001 par value;
     Authorized - 30,000,000 shares; issued and
     outstanding - 6,553,870 shares                                             6,549                 6,549
   Additional paid-in capital                                                 705,755               705,755
   Accumulated deficit                                                       (582,523)             (576,764)
   Accumulated other comprehensive loss                                        (1,631)               (2,033)
                                                                           -----------           -----------
     Total stockholders' equity                                               128,150               133,507
                                                                           -----------           -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $  201,448            $  202,867
                                                                           ===========           ===========
</TABLE>

    See accompanying notes to consolidated financial statements (unaudited).

                                       3
<PAGE>
              NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS
                                                                     ENDED
                                                                   MARCH 31,
                                                           -------------------------
                                                              2004            2003
                                                           -----------   -----------
<S>                                                        <C>           <C>
REVENUES                                                   $    1,459    $    1,665


GENERAL AND ADMINISTRATIVE
   EXPENSES                                                     7,218         6,312
                                                           -----------   -----------
NET LOSS                                                       (5,759)       (4,647)

OTHER COMPREHENSIVE GAIN (LOSS), NET OF TAX:
   Unrealized gains on securities:
     Unrealized holding gain arising during period                402           346

COMPREHENSIVE LOSS                                         $   (5,357)   $   (4,301)
                                                           -----------   -----------

BASIC AND DILUTED NET LOSS PER SHARE                              NIL           NIL


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING               6,548,870     6,548,870
                                                           ===========   ===========
</TABLE>

    See accompanying notes to consolidated financial statements (unaudited).

                                       4
<PAGE>
              NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES

                            CONSOLIDATED STATEMENT OF
                              STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                                     ACCUMULATED
                                                                   ADDITIONAL                          OTHER
                                             COMMON STOCK           PAID-IN       ACCUMULATED      COMPREHENSIVE
                                        SHARES        AMOUNT        CAPITAL         DEFICIT          GAIN (LOSS )      TOTAL
                                     -----------    ----------    -----------      ----------       ----------       ---------
<S>                                   <C>           <C>           <C>              <C>              <C>              <C>
BALANCE AT DECEMBER 31, 2003
   (Audited)                          6,548,870     $   6,549     $  705,755       $(576,764)       $  (2,033)       $133,507

COMPREHENSIVE LOSS (Unaudited):
   Net loss                                   -             -              -          (5,759)               -          (5,759)
   Other comprehensive gain (loss),
   net of tax:
   Unrealized gains on securities:
   Unrealized holding gains arising
   during the period                          -             -              -               -              402             402
                                     -----------    ----------    -----------      ----------       ----------       ---------
   Total comprehensive loss                                                                                            (5,357)

BALANCE AT MARCH 31, 2004
      (Unaudited)                     6,548,870     $   6,549     $  705,755       $(582,523)       $ (1,631)        $128,150
                                     ===========    ==========    ===========      ==========       =========        =========
</TABLE>

                                        5
          See accompanying notes to consolidated financial statements.
<PAGE>
              NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                THREE
                                                                                            MONTHS ENDED
                                                                                              MARCH 31,
                                                                                      --------------------------
                                                                                          2004           2003
                                                                                      -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                   <C>            <C>
   Net loss                                                                           $   (5,759)    $   (4,647)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
       Changes in assets and liabilities:
         Accounts payable and accrued expenses                                             3,939          2,222
                                                                                      -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES                                                     (1,820)        (2,425)
                                                                                      -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of securities available-for-sale                                             (1,272)        (1,353)
                                                                                      -----------    -----------
NET CASH USED IN INVESTING ACTIVITIES                                                     (1,272)        (1,353)
                                                                                      -----------    -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS                                                   (3,092)        (3,778)

CASH AND CASH EQUIVALENTS - beginning                                                     97,682        123,337
                                                                                      -----------    -----------
CASH AND CASH EQUIVALENTS - ending                                                    $   94,590     $  119,559
                                                                                      ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for income taxes                                                         $      342     $      380
                                                                                      ===========    ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
   Unrealized gain on securities available-for-sale                                   $      402     $      346
                                                                                      ===========    ===========
</TABLE>

    See accompanying notes to consolidated financial statements (unaudited).

                                       6
<PAGE>
              NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2004
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying  unaudited condensed  consolidated  financial statements do not
include all  disclosures  required to be included in a complete set of financial
statements  prepared  in  conformity  with U.S.  generally  accepted  accounting
principles. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals) that are considered  necessary for a fair presentation have
been  included.  The results for the three month period ended March 31, 2004 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December 31, 2004. For further  information,  refer to the  consolidated
financial  statements  and footnotes  thereto  included in the Company's  annual
report on Form 10-K  filed on March 24,  2004 for the year  ended  December  31,
2003.

NOTE 2 - NATURE OF BUSINESS

The  Company  was  organized  under the laws of the State of Delaware on May 30,
1985 and was in the  development  stage until 1989.  During  November  1989, the
Company began setting up operations to import to the United States  products for
sale  principally to the hardware and  construction  markets.  Two  wholly-owned
subsidiaries  were formed to conduct  these  operations.  The Company  commenced
operations during the first three months of 1990 and began billing its customers
in  April  1990.  Billings  to  customers  ended in June  1990  and the  Company
terminated  its import  business.  Currently,  the Company is exploring  various
business opportunities that may be available to it.

NOTE 3 - PRINCIPLES OF CONSOLIDATION

The consolidated  financial  statements  include the accounts of the Company and
its  subsidiaries,   which  are  all  wholly-owned  and  totally  inactive.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

NOTE 4 - REVENUE RECOGNITION

The Company's only revenues are derived from  investments.  Investment income is
recognized when earned.

                                       7
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

Results of Operations

     During the three months  ended March 31, 2004,  the Company had no revenues
other than  investment  income since the Company  terminated its import and sale
business operations in 1990. The Company is presently exploring various business
opportunities  that may be available to it. No assurances  can be given that the
Company will be successful  in completing a transaction  to acquire an operating
business.

     During the three  months  ended  March 31,  2004,  there  were no  material
changes  in the  financial  condition  of the  Company  other than a net loss of
$5,759 as  compared  to a net loss of $4,647  for the  comparable  period of the
prior year. Further,  due to the Company lacking any current business activities
or  operations,  other than  searching for a new business  opportunity or merger
candidate,  there  are no trends or  uncertainties  that have had or  reasonably
expect to have a material  favorable or unfavorable impact on revenues or income
(loss) from continuing  operations.  Further, there are no unusual or infrequent
events or  transactions  or any  significant  economic  changes that  materially
effected the amount of reported income (loss) from continuing operations.

Liquidity and Capital Resources

     Financing of the Company's  activities  has been provided from the December
1986 initial  public  offering of its  securities for cash amounting to a net of
approximately  $600,000.  At March  31,  2004,  the  Company's  working  capital
amounted to $128,150 with cash and cash equivalents and securities available for
sale aggregating $201,448. Management believes that its cash assets are adequate
to meet the Company's  short term and long term liquidity and cash  requirements
until such time, if ever, as the Company completes a transaction to establish an
operating business.

     The  Company  has been unable to find a suitable  business  opportunity  or
merger candidate over the last ten years, considering the limited cash resources
available to the Company and that the  Company's  Common Stock has no active and
established  trading market.  Nevertheless,  Management is continuing to explore
various  business  opportunities  that may be  available to it. As of the filing
date of this  Form  10-QSB,  there are no known  trends  or any  known  demands,
commitments,  events or uncertainties that will result in or that are reasonably
likely to result in the Registrant's  liquidity  increasing or decreasing in any
material way.  Further,  at the present time, the Company has no commitments for
capital  expenditures  and does not  anticipate  same  until  it  establishes  a
business or acquires an operating business,  of which there can be no assurances
given.

                                       8
<PAGE>
Item 3.  Controls and Procedures

     The Company maintains  disclosure controls and procedures that are designed
to ensure that  information  required to be disclosed in the Company's  Exchange
Act reports is recorded,  processed,  summarized  and  reported  within the time
periods  specified in the SEC's rules and forms,  and that such  information  is
accumulated and  communicated to the Company's  management,  including its Chief
Executive Officer and Chief Financial Officer,  as appropriate,  to allow timely
decisions  regarding  required  disclosure  based  closely on the  definition of
"disclosure  controls  and  procedures"  in Rule  13a-14(c).  In  designing  and
evaluating the disclosure  controls and procedures,  management  recognized that
any controls and  procedures,  no matter how well  designed  and  operated,  can
provide only reasonable  assurance of achieving the desired control  objectives,
and management  necessarily was required to apply its judgment in evaluating the
cost-benefit  relationship of possible  controls and procedures.  Within 90 days
prior to the date of this report,  the Company carried out an evaluation,  under
the  supervision  and  with  the  participation  of  the  Company's  management,
including  the  Company's  Chief  Executive  Officer  and  the  Company's  Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure  controls  and  procedures.  Based on the  foregoing,  the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.  There have been no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect the internal  controls  subsequent  to the date the
Company completed its evaluation. Therefore, no corrective actions were taken.

                                       9
<PAGE>
                       NATIONAL DIVERSIFIED SERVICES, INC.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings:
         None

Item 2.  Changes in Securities:
         None

Item 3.  Defaults Upon Senior Securities:
         None

Item 4.  Submission of Matters to a Vote of Security Holders:
         None

Item 5.  Other Information:
         None

Item 6.  Exhibits and Reports on Form 8-K:

         (a)      Exhibits -

          3       Certificate of Incorporation and Amendments thereto (1)

          3(A)    By-Laws (1)

         11.      Statement Re: Computation of Earnings per share
                  (see "Financial Statements").

         21       Subsidiaries  of Registrant (2)

         31.1     Certification  of Chief  Executive and Chief  Financial
                  Officer  Pursuant to Rule  13a-14(a)  under the Securities
                  Exchange Act of 1934, as adopted pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002 *

         32.1     Certification  of Chief  Executive and Chief  Financial
                  Officer  pursuant to 18U.S.C.  Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

         99       Form of Warrants granted to Morry Rubin and George Rubin (4)

         99.1     Form of Warrant granted to Stacy Goldberg (3)

         99.2     Form of Warrant granted to Lester Morse and Steven Morse (4)
________________
*        Filed herewith

(1)      Exhibits 3 and 3(A) are  incorporated by reference from  Registration
         No. 99080 which were filed in a Registration  Statement on Form S-18.

                                       10
<PAGE>
(2)      The Company had no active subsidiaries during the year ended
         December 31, 2001.

     (b) No reports on Form 8-K were filed or  required  to be filed  during the
quarter ended March 31, 2004.

                                       11
<PAGE>
                       NATIONAL DIVERSIFIED SERVICES, INC.

                                   SIGNATURES

     Pursuant to the  requirements  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.


                                            NATIONAL DIVERSIFIED SERVICES, INC.
                                            -----------------------------------
                                                        (Registrant)

Dated: May 14, 2004                         /s/Morry Rubin
                                            -------------------------
                                            Morry Rubin, President,
                                            Chief Executive, Financial and
                                            Accounting Officer

                                       12