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                U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               FORM 10-QSB
                                   
         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended December 31, 1996

                     Commission File Number: 0-24682

                         WORLDWIDE PETROMOLY, INC.
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    (Exact name of small business issuer as specified in its charter)

           Colorado                                     84-7125214
-----------------------------               ---------------------------------
(State of other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

         1300 Post Oak Boulevard, 9th Floor, Houston, Texas  77056
        -----------------------------------------------------------
        (Address of principal executive offices including zip code)

                              (713) 629-8300
                         --------------------------
                         (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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___

As of December 31, 1996, 16,047,500 shares of common stock were outstanding.

Transitional Small Business Disclosure Format (check one): Yes___     No X
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                          WORLDWIDE PETROMOLY, INC.
                                FORM 10-QSB

                                    INDEX

PART I:  FINANCIAL INFORMATION                                    Page No.

Item 1.  Financial Information:

         Unaudited Consolidated Balance Sheets                      3-4
         Unaudited Consolidated Statements of Operations             5
         Unaudited Consolidated Statements of Cash Flows             6
         Notes to Unaudited Consolidated Financial
         Statements                                                 7-8

Item 2.  Management's Discussion and Analysis or
         Plan of Operations                                         9-11

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings                                           11
Item 2.  Changes in Securities                                       11
Item 3.  Defaults Upon Senior Securities                             11
Item 4.  Submission of Matters to a Vote of Security Holders         11
Item 5.  Other Information                                           11
Item 6.  Exhibits and Reports on Form 8-K                            12
         Signatures                                                  13
                               -2-
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                        WORLDWIDE PETROMOLY,  INC.
                       CONSOLIDATED BALANCE SHEETS

                                      December 31, 1996     June 30, 1996
                                         (Unaudited)          (Note 1)
ASSETS 

Current assets:
 Cash and cash equivalents                $ 2,887,750        $        920 
 Trade accounts receivable                     58,065              64,561
 Notes receivable                             725,000                 ---
 Inventories                                   40,466              21,764
 Prepaid Expense                               22,038                 ---

    Total current assets                    3,733,319              87,245
   
Fixed assets:
  Office furniture and equipment               35,890                  ---
  Warehouse equipment                          12,017                 ---
  Vehicle                                      11,310               7,500  
  Leasehold improvements                        3,936                 ---

                                               63,153               7,500

  Less accumulated depreciation
   and amortization                             5,658                 ---

     Total fixed assets                        57,495               7,500

Other assets
  Product certification, less $2,632
   accumulated amortization                    76,321                 ---
  Deposits                                      6,330                 ---

     Total Other Assets                        82,651                 --- 
  
     Total Assets                        $  3,873,465        $     94,745
                           (Continued)
                               -3-
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                        WORLDWIDE PETROMOLY,  INC.
                       CONSOLIDATED BALANCE SHEETS
                           (Continued)

                                       December 31, 1996     June 30, 1996
                                          (Unaudited)          (Note 1)
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Bank loans                             $    620,000        $     50,000
  Accounts payable                             65,289             154,690
  Accrued expenses                              5,021             121,816

     Total current liabilities                690,310             325,506
 
Advances from stockholder                     432,573             432,573
  
     Total liabilities                      1,122,883             758,079

Stockholders' equity:
  Common stock, no par value, 800,000,000 
  shares authorized; 16,047,500 and 
  1,500,000 issued and outstanding re-
  spectively; 1,460,000 reserved for 
  stock options at December, 31 1996           16,047                 500

Additional paid-in capital                  3,965,569                 ---
Accumulated deficit                        (1,231,034)           (664,834)

     Total stockholders  equity (deficit)   2,750,582            (664,334)
           
     Total liabilities and stockholders'
      equity                              $ 3,873,465        $     94,745

See accompanying notes to consolidated financial statements.
                               -4-
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                           WORLDWIDE PETROMOLY, INC.
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                                          
                              Three months ended       Six months ended
                               December 31,1996        December 31,1996
                               1996         1995       1996         1995
                            (Unaudited)   (Note 1)  (Unaudited)   (Note 1)

Net sales                    $   25,508  $  121,158  $  46,822   $  137,928
Cost of sales                    15,565      95,796     32,829      109,045

  Gross profit                    9,943      25,362     13,993       28,883

Selling, administrative 
and general expenses            422,996      11,762    673,225       98,540

Income (loss) from opera-
 tions                         (413,053)     13,600   (659,232)     (69,657)
               
Other income, net                37,606       4,725     93,032        8,034

Net income (loss)            $ (375,447) $   18,325  $(566,200)  $  (61,623)
           
Net income (loss) per 
 share                       $    (.024) $      ---  $   (.035)  $    (.004)
                                
Weighted average number   
of shares outstanding        16,007,500  16,007,500  16,007,500  16,007,500
                                     Proforma                Proforma

See accompanying notes to consolidated financial statements.
                               -5-
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                       WORLDWIDE PETROMOLY, INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS

       FOR THE SIX MONTHS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1995

                                                  Six months ended
                                                     December 31
                                              1996               1995
                                           (Unaudited)         (Note 1)
Cash flows from operating activities:
 Net loss                                  $(566,200)         $(61,623)
 Adjustments to reconcile net loss to 
  net cash
   Depreciation and amortization               8,290               ---

   Changes in assets and liabilities
    Trade accounts receivable                  6,496            42,367
    Inventories                              (18,702)              ---
    Prepaid expense and deposits             (28,368)              ---
    Accounts payable and accrued 
     expenses                               (205,196)         (118,004)
          
 Net cash (used) in operating activities    (803,680)         (137,260)
         
Cash flows from investing activities:                                          
 Capital expenditures                        (55,653)              ---
 Product certification costs                 (78,953)              ---
 Notes receivable                           (725,000)              ---
                          
Net cash used in investing activities       (859,606)              ---

Cash flows from financing activities:       
 Bank borrowings                             620,000               ---
 Repayment of bank loans                     (50,000)          (65,836)
 Loans from shareholder                          ---           194,914 
 Issuance of common stock, net of 
  expense                                  3,900,115               ---
 Exercise of stock options                    80,000               ---

Cash flows provided by financing 
 activities                                4,550,115           129,078         
     
Net increase (decrease) in cash and 
 cash equivalents                          2,886,830            (8,182)

Cash and cash equivalents, beginning 
 of period                                       920            11,299

Cash and cash equivalents, end 
 of period                                $2,887,750         $   3,117

See accompanying notes to consolidated financial statements.
                               -6-
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                         WORLDWIDE PETROMOLY, INC.
            NOTES TO CONSOLIDATED SHEETS FINANCIAL STATEMENTS
                              (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Worldwide
PetroMoly, Inc. (the "Company") and its wholly-owned subsidiary Worldwide
PetroMoly Corporation ("PetroMoly") have been prepared in accordance with the
instructions and requirements of Form 10-QSB and, therefore, do not include
all information and footnotes necessary for a fair presentation of financial
position, results of operations, and cash flows in conformity with generally
accepted accounting principles.  In the opinion of management, such financial
statements reflect all adjustments (consisting only of normal recurring
accruals) necessary for a fair presentation of the results of operations and
financial position for the interim periods presented.  Operating results for
the interim periods are not necessarily indicative of the results that may be
expected for the full year.  These financial statements should be read in
conjunction with the Company s annual report on Form 10-KSB.

These financial statements give effect to the July 22, 1996 reverse
acquisition whereby Ogden, McDonald & Company (name subsequently changed to
Worldwide PetroMoly, Inc.) acquired all of the outstanding common stock of
Worldwide PetroMoly Corporation as if the transaction occurred on July 1,
1995.

NOTE 2 - CAPITAL TRANSACTIONS

On July 22, 1996, the Company effected a 3-for-1 stock split which increased
its issued and outstanding common stock to 1,500,000 shares.

On July 22, 1996, the Company offered one share of its common stock for each
share of PetroMoly s common stock outstanding, or a total of 14,507,500
restricted shares (after the 3-for-1 stock split).

The accompanying unaudited financial statements reflect the net proceeds from
PetroMoly s private offering and the effect of the  Company s 3-1 stock split
whereby its common stock issued and outstanding immediately after the above
transactions was 16,007,500 shares, consisting of 1,500,000 original shares
issued (after the 3-for-1 stock split) and the reverse acquisition issuance of
14,507,000 shares concurrent with PetroMoly s private offering (after the 3-
for-1 Stock split).  Accordingly, the weighted average number of common shares
outstanding in the unaudited  statements of loss have been adjusted to reflect
the 3-for 1 stock split.

NOTE 3 - LOSS PER SHARE

Loss per common share is computed by dividing the net loss for the period by
the weighted average number of common shares outstanding (see note 2) during
the period.

NOTE 4 - INCOME TAXES

Deferred taxes have been provided to the extent that the financial statement
basis of assets or liabilities differs from their tax basis at December 31,
1996 and June 30, 1996.  The deferred tax assets at December 31, 1996 and June
30, 1996 consist of the following:
                               -7-
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                                           December 31,    June 30,
                                              1996           1996

     Tax loss carryforwards                 $ 418,000     $ 195,000
     Lawsuit settlement                          -0-         31,000
                                            ---------     ---------
     Deferred tax asset                       418,000       226,000
     Deferred tax asset valuation
      allowance                              (418,000)     (226,000)
                                            ---------     ---------
     Deferred tax asset-net                 $    -0-      $    -0-

At December 31, 1996, the Company had net operating loss carryforwards for
income tax reporting purposes of approximately $1,230,000 available to offset
future years taxable income through 2008-2011.

NOTE 4 - PREFERRED STOCK

The company has authorized 10,000,000 shares of no par preferred stock, none
of which is issued or outstanding.
                               -8-
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                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OPERATIONS

RESULTS OF OPERATIONS - WORLDWIDE PETROMOLY INC. ("PETROMOLY")

During the fiscal quarter ended December 31, 1996 (also referred to as the
second fiscal quarter or the fourth calendar), the Company has continued to
further establish the Company's infrastructure, as it has for the entire six
months ended December 31, 1996.  It also continued extensive field testing and
objective lab testing while several major multinational customers were
undergoing extended final evaluation tests of the PetroMoly products on their
complex high-end machinery and fleet vehicles. These tests have been
complicated and time consuming, but all of the returned results have been
excellent, as the efforts are expected to materialize into revenue producing
contracts and agreements, giving a material rise to the PetroMoly revenues and
customer base within the next two or three fiscal quarters. 
     
As in all of the PetroMoly working agreements, there is usually a test period
that the PetroMoly products are subjected to that can last anywhere from three
to nine months, depending on each market and end users.  Railroads, buses and
gas compressor engines, for example, are very expensive and complex machinery,
requiring constant monitoring.  The addition of PetroMoly's lubrication
technology to an entire line or fleet is understandably gradual.  In some
instances, this test period will be shortened due to the fact that PetroMoly
has subjected its product to EPA sanctioned lab and field tests, that will
document and certify the superior results of PetroMoly engine oil on the most
complex of combustible engines. 
     
While keeping in perspective, last quarter s acquisition of Worldwide
PetroMoly Corporation by Ogden McDonald (name changed to Worldwide PetroMoly
Inc.), the Company s structure has continued to adjust to the activities of
this subsidiary.  This quarter these activities include, the testing mentioned
above, purchasing additional new equipment, vastly enhancing the website,
designing and printing both company and product brochures, and increasing
product inventory while taking advantage of the economies of scale at a higher
production volume. The sales department has been aggressively pursuing
international distributorship agreements with Europe, The Gulf States, Mexico,
South American countries, and various countries in the Far East.  Each of
these agreements require an initial time and capital investment on PetroMoly's
part due to travel expense, translation of collateral material and sales
training.  
       
REVENUES

Total net sales for the quarter ended December 31, 1996, were $25,508 as
compared to $121,158 for the quarter ended December 31, 1995, a 79% decrease.
These particular quarters are so different because PetroMoly's major railroad
customer pre-purchased inventory in December 1995, and did not order in the
comparable quarter of 1996 due to the surplus that this customer still retains
as purchased in the first calendar quarter.  This customer accounted for
approximately 80% of the sales in calendar 1995 and 59% of the sales in
calendar 1994.  Total net sales for the six months ended December 31, 1996,
were $46,822 as compared to $137,928 for the six months ended December 31,
1995, a 66% decrease.  This decrease is likewise inclusive of the customer's
pre-purchased inventory in December 1995.  Net sales are expected to increase
within the next two or three quarters due to the successful field testing that
has transpired during this quarter. 
                               -9-
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While the fiscal 1997 quarters are somewhat similar in gross sales and cost of
sales, the sales focus has been on securing commitments and endorsements from
several large national and multinational corporations that are considered
leaders in their various industries.  As the analysis of the product
utilization by these various customers has been extremely positive and
resolute, extensive field testing has predicated the expected increases in
sales volume.  The Company expects sales volume to increase significantly by
the first or second calendar quarter of 1997 as the promotional activities
come to fruition.

GROSS PROFIT AS A PERCETAGE OF SALES
                                                 1996      1995

   Three months ended September 30                21%       21%
   Three months ended December 31                 39%       21%

   Six months ended December 31                   30%       21%

Cost of sales as a percentage of net sales decreased from 79% for the quarter 
and six months ended December 31, 1995, to 61% for the quarter ended December
31, 1996 and to 70% in the six months ended December 31, 1996.  This
percentage drop in cost reflects this quarter's activity by management to take
advantage of economies of scale with larger production runs on inventory, and
negotiating with suppliers-vendors for lower long term pricing.  It is
important to note that as the agreements from the large customers come to
fruition, the higher volume runs on production should lower the cost of sales
percentages even more than this fiscal quarter, and likewise raise the profit
margins.
     
Additionally, as in the last quarter, the Company is currently testing
reformulations of its products to see if the products can be made more cost
effectively, thus reducing the cost of sales in the future. 

SELLING, GENERAL AND ADMINISTRATION

Selling, general and administrative expenses increased from $11,762 for the
quarter ended December 31, 1995, to $422,996 for the quarter ended December
31, 1996, and for the six months ended December 31, 1995, $98,540 to $673,225
for the six months ended December 31, 1996, a 3,496% and 683% increase,
respectively.  The primary reason for the increase was the widespread
expansion and promotional efforts that took place by design after the
acquisition in July 1996. The Company's activities are very different because
of the receipt of $3,900,115 net proceeds.  Since the funding, focus has
partly been on hiring and familiarizing an industry-experienced marketing team
which will be able to capitalize on the relatively new product technology. 
This includes hiring a new president, James Danner, a former Pennzoil vice
president executive, employed for 23 years, as well as other high level
executives to properly administer the Company.  The focus has also been on
expanding and improving the product lines, and spending the appropriate and
necessary amount of capital for product certification, packaging and quality
control.

OTHER INCOME
     
Other income increased from $4,725 in the quarter ended December 31, 1995, to
$37,606 in the quarter ended December 31, 1996. This primarily reflects the
interest income from cash reserves.
                               -10-
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For the six months ended, other income increased to $93,032 from $8,034 in the
comparable six months ended December 31,1995, partly due to interest income,
and as a result of income realized when a $90,000 accrued liability was
settled for $52,000.  This liability arose when the subsidiary was organized
in 1993.

LIQUIDITY AND CAPITAL RESOURCES (1995 0N A PRO FORMA BASIS)

On December 31, 1996, the Company had a working capital of $3,043,009 compared
to a working capital deficit of ($8,182) at December 31, 1995.  The change in
working capital was primarily due to net cash flows from the Company's private
offering and from bank borrowing. 
     
Operating activities for the six months ended December 31, 1996 utilized cash
of $566,200 as compared to $137,260 of cash provided for the six months ended
December 31, 1995.  The increased utilization of cash resulted from the
significant Company expansion efforts.

Cash flows from investing activities were also significant for the six months
ended December 31, 1996, as $78,953 was spent on product certification
testing.  Additionally, the Company invested $725,000 on highly collateralized
notes receivable that will return at 10% interest of which $700,000 will
mature in the next quarter. 
     
During July 1996, the subsidiary sold 2,007,500 shares of its common stock at 
$2.00 per share in a private offering to non-U.S. investors for total gross
proceeds of $4,015,000 and net proceeds of $3,900,115.

NEW ACCOUNTING PRONOUNCEMENTS

In March 1995, the Financial Accounting Standards Boards ("FASB") issued
Statement of Financial Accounting Standards No. 121 "Accounting for Impairment
of Long-Lived Assets to be Disposed of" ("FASB" No. 121"). FASB No. 121
requires, among other things, that impairment losses on assets to be held, and
gains or losses from assets that are expected to be disposed of, be included
as a component of income from continuing operations.  This statement is
effective for fiscal years beginning after December 15, 1995, with prospective
application.  The Company will adopt FASB No. 121 in fiscal 1997, and its
implementation is not expected to have a material effect on the consolidated
financial statements.
     
In October 1995, the FASB issued SFAS No. 123 "Accounting for Stock-Based
Compensation" ("SFAS No. 123").  SFAS No. 123 encourages entities to adopt the
fair value method in place of the provision of Accounting Principles Board
Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB No. 25"), for
all arrangements under which employees receive shares of stock or other equity
instruments of the employer or the employer incurs liabilities to employees in
amounts based on the price of its stock.  The Company does not anticipate
adopting the fair value method encouraged by SFAS No. 123, and will continue
to account for such transactions in accordance with APB No. 25.  However, the
Company will be required to provide additional disclosures beginning in fiscal
1997 providing pro forma effects as if the Company had elected to adopt SFAS
No. 123.

                   PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS - None.

ITEM 2.   CHANGES IN SECURITIES - None.
                               -11-
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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)   Exhibit 27 - Financial Data Schedule: Filed herewith electronically

    (b)   Reports on Form 8-K - None.
                               -12-
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                                  SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    WORLDWIDE PETROMOLY, INC.

                                    By:/s/ Gilbert Gertner
                                       Gilbert Gertner
                                       Chairman of the Board of Directors
Date:  February 20, 1997
                                    By:/s/ Lance Rosmarin
                                       Lance Rosmarin
                                       Chief Financial Officer
                               -13-
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                            EXHIBIT INDEX

EXHIBIT                                               METHOD OF FILING
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  27.     Financial Data Schedule               Filed herewith electronically