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 June 30, 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 June 30,
2004.


<PAGE>
                       NATIONAL DIVERSIFIED SERVICES, INC.

                                      INDEX
<TABLE>
<CAPTION>
                                                                                Page Number

PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

<S>                                                                                 <C>
                           Consolidated Balance Sheets                              3
                             June 30, 2004 (Unaudited) and
                             December 31, 2003

                           Consolidated Statements of Operations                    4
                             Three Months and Six Months ended June 30,
                             2004 and June 30, 2003 (Unaudited)

                           Consolidated Statements of Cash Flows                    5
                              Three Months and Six Months Ended June 30,
                              2004 and June 30, 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
<TABLE>
<CAPTION>
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                                                  JUNE 30,             DECEMBER 31,
                                                                    2004                  2003
                                                                 (Unaudited)            (Audited)
                                                                ------------          ------------
CURRENT ASSETS
<S>                                                              <C>                   <C>
   Cash and cash equivalents                                     $   85,945            $   97,682
   Securities available-for-sale                                    105,530               105,185
                                                                ------------          ------------
                  Total assets                                   $  191,475            $  202,867
                                                                ============          ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses                         $   68,606            $   69,360
                                                                ------------          ------------
                  Total liabilities                                  68,606                69,360
                                                                ------------          ------------

STOCKHOLDERS' EQUITY
   Common stock, $.001 par value;
     Authorized - 30,000,000 shares; issued and
     outstanding - 6,548,870 shares                                   6,549                 6,549
   Additional paid-in capital                                       705,755               705,755
   Accumulated deficit                                             (585,271)             (576,764)
   Accumulated other comprehensive loss                              (4,164)               (2,033)
                                                                ------------          ------------
     Total stockholders' equity                                     122,869               133,507
                                                                ------------          ------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $  191,475            $  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>
                                                        SIX                        THREE
                                                    MONTHS ENDED                MONTHS ENDED
                                                      JUNE 30,                    JUNE 30,
                                                  2004         2003            2004         2003
                                              -----------  -----------    -----------  -----------
<S>                                           <C>          <C>            <C>          <C>
REVENUES                                      $    2,835   $    3,163     $    1,376   $    1,498

GENERAL AND ADMINISTRATIVE
   EXPENSES                                       11,342       11,044          4,124        4,732
                                              -----------  -----------    -----------  -----------
NET LOSS                                          (8,507)      (7,881)        (2,748)      (3,234)

OTHER COMPREHENSIVE LOSS, NET OF TAX:
   Unrealized gains/(losses) on securities:
     Unrealized holding gain/(loss)
        arising during period                     (2,131)         152         (2,533)        (194)
                                              -----------  -----------    -----------  -----------

COMPREHENSIVE LOSS                            $  (10,638)  $   (7,729)    $   (5,281)  $   (3,428)
                                              ===========  ===========    ===========  ===========

BASIC AND DILUTED NET LOSS PER SHARE                 NIL          NIL            NIL          NIL

WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING                          6,548,870    6,548,870      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         LOSS             TOTAL
                                     -----------     --------- ----------    ------------    -----------     -----------
BALANCE AT DECEMBER 31, 2003
<S>                                   <C>            <C>       <C>           <C>             <C>             <C>
   (Audited)                          6,548,870      $ 6,549   $ 705,755     $  (576,764)    $   (2,033)     $  133,507

COMPREHENSIVE LOSS (Unaudited):
   Net loss                                   -            -           -          (8,507)             -          (8,507)
   Other comprehensive loss,
    net of tax:
   Unrealized loss on securities:
   Unrealized holding loss arising
    during the period                         -            -           -               -         (2,131)         (2,131)
                                     -----------     --------- ----------    ------------    -----------     -----------
   Total comprehensive loss                                                                                     (10,638)
                                                                                                             -----------
BALANCE AT JUNE 30, 2004
   (Unaudited)                        6,548,870      $  6,549  $ 705,755     $  (585,271)    $   (4,164)     $  122,869
                                     ===========     ========= ==========    ============    ===========     ===========
</TABLE>
    See accompanying notes to consolidated financial statements (unaudited).

                                       5
<PAGE>
              NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                               SIX
                                                                          MONTHS ENDED
                                                                            JUNE 30,
                                                                        2004          2003
                                                                    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                 <C>            <C>
   Net loss                                                         $   (8,507)    $   (7,881)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
       Changes in assets and liabilities:
         Accounts payable and accrued expenses                            (754)        (3,818)
                                                                    -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES                                   (9,261)       (11,699)
                                                                    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of securities available-for-sale                           (2,476)        (2,580)
                                                                    -----------    -----------
NET CASH USED IN INVESTING ACTIVITIES                                   (2,476)        (2,580)
                                                                    -----------    -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS                                (11,737)       (14,279)

CASH AND CASH EQUIVALENTS - beginning                                   97,682        123,337
                                                                    -----------    -----------
CASH AND CASH EQUIVALENTS - ending                                  $   85,945     $  109,058
                                                                    ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for income taxes                                       $      342     $        -
                                                                    ===========    ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
   Unrealized gain (loss) on securities available-for-sale          $   (2,131)    $      152
                                                                    ===========    ===========
</TABLE>
    See accompanying notes to consolidated financial statements (unaudited).

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 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 six month period ended June 30, 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 and six months  ended June 30,  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 June 30, 2004, there were no material changes
in the  financial  condition  of the Company  other than a net loss of $2,748 as
compared  to a net loss of $3,234 for the  comparable  period of the prior year.
During the six months ended June 30, 2004, there were no material changes in the
financial  condition of the Company  other than a net loss of $8,507 as compared
to a net loss of $7,881 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 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
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 June 30, 2004, the Company's working capital amounted
to $122,869 with cash and cash  equivalents  and  securities  available for sale
aggregating  $191,475.  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)

          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)

_____________________
(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.

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

     (b)  No reports on Form 8-K were filed  during the  quarter  ended June 30,
          2004.

                                       10
<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: August 13, 2004                  /s/Morry Rubin
                                        --------------
                                        Morry Rubin, President, Chief Executive,
                                        Financial and Accounting Officer

                                       11