--------------------------------------------------------------------------------

                       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: MARCH 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT  OF  1934

COMMISSION  FILE  NUMBER:  0-24682

                            WORLDWIDE PETROMOLY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             COLORADO                                           84-1125214
  (STATE  OR  OTHER  JURISDICTION                             (IRS  EMPLOYER
 OF  INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)

                       1300 POST OAK BOULEVARD, SUITE 1985
                              HOUSTON, TEXAS 77056
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (713) 892-5823
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
                                _________________


     CHECK  WHETHER THE ISSUER (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION  13  OR 15(D) OF THE EXCHANGE ACT DURING THE PAST 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 [
]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

           AT  MAY  15,  1999,  20,484,249 SHARES OF COMMON STOCK, NO PAR VALUE,
WERE
OUTSTANDING.

      TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE);  YES [ ] NO [X]

--------------------------------------------------------------------------------


<PAGE>
<TABLE>
<CAPTION>
                            WORLDWIDE PETROMOLY, INC.


                                    CONTENTS
                                    --------


                                                                      PAGE(S)
                                                                      -------
<S>                                                                   <C>
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

  CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 1999
    (UNAUDITED) AND JUNE 30, 1998                                           3

  CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
    ENDED MARCH 31, 1999 AND 1998 ( BOTH UNAUDITED)                         4

  CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS
    ENDED MARCH 31, 1999 AND 1998 ( BOTH UNAUDITED)                         5

  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                            6 - 8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS                                          8 - 12


PART II - OTHER INFORMATION
---------------------------
ITEM 2. CHANGES IN SECURITIES                                              13

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                   13

      (A)  EXHIBITS

      (B)  REPORTS ON FORM 8-K

SIGNATURES                                                                 14
----------
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                             WORLDWIDE PETROMOLY, INC.
                            CONSOLIDATED BALANCE SHEETS

                                                          March 31,        June 30,
                                                              1999           1998
                                                         --------------  ------------
                                                           (Unaudited)
<S>                                                      <C>             <C>
                           ASSETS
-----------------------------------------------------

Current Assets:
Cash and Cash Equivalents . . . . . . . . . . . . . . .  $     515,182   $    34,375 
Certificates of Deposit-Restricted. . . . . . . . . . .              -       276,579 
Investments in equity securities. . . . . . . . . . . .         99,151            -
Accounts Receivable:
  Trade . . . . . . . . . . . . . . . . . . . . . . . .        132,284       107,720 
  Affiliated Companies. . . . . . . . . . . . . . . . .         34,472        38,807 
Notes Receivable-Related Parties. . . . . . . . . . . .              -       111,151 
Inventories . . . . . . . . . . . . . . . . . . . . . .         54,463        45,394 
  Prepaid Expense and Other . . . . . . . . . . . . . .        295,544        10,840 
                                                         --------------  ------------

Total Current Assets. . . . . . . . . . . . . . . . . .      1,131,096       624,866 
                                                         --------------  ------------

Property and Equipment, Net (Note 3). . . . . . . . . .        105,062       121,419 
                                                         --------------  ------------

Total Assets. . . . . . . . . . . . . . . . . . . . . .  $   1,236,158   $   746,285 
                                                         ==============  ============

       LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------------------------

Current Liabilities:
Accounts Payable and Accrued Expenses . . . . . . . . .  $     426,960   $   173,592 
Notes Payable . . . . . . . . . . . . . . . . . . . . .              -       160,000 
                                                         --------------  ------------

Total Current Liabilities . . . . . . . . . . . . . . .        426,960       333,592 

Advances From Stockholder . . . . . . . . . . . . . . .        348,636       116,263 
                                                         --------------  ------------

Total Liabilities . . . . . . . . . . . . . . . . . . .        775,596       449,855 
                                                         --------------  ------------

Stockholders' Equity:
Preferred stock, no par value, 10,000,000 shares
authorized, none issued . . . . . . . . . . . . . . . .             --            -- 
Common stock, no par value, 800,000 shares
authorized; 20,159,250 issued and outstanding;
3,000,000 reserved for stock options. . . . . . . . . .      8,380,192     7,493,228 
Accumulated Deficit . . . . . . . . . . . . . . . . . .     (7,919,630)   (7,196,798)

Total Stockholders' Equity. . . . . . . . . . . . . . .        460,562       296,430 
                                                         --------------  ------------

Total Liabilities and Stockholders' Equity. . . . . . .  $   1,236,158   $   746,285 
                                                         ==============  ============
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                           WORLDWIDE PETROMOLY,  INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                 THREE  MONTHS ENDED           NINE MONTHS ENDED
                                    MARCH  31,                    MARCH  31,
                                 1999          1998          1999          1998
                             ------------  ------------  ------------  ------------
                              (UNAUDITED)   (UNAUDITED)   (UNAUDITED)  (UNAUDITED)
<S>                          <C>           <C>           <C>           <C>

NET  SALES                   $   170,653   $    52,904   $   363,474   $   209,644

COST  OF  SALES                  104,966        38,560       234,427       155,837
                             ------------  ------------  ------------  ------------

GROSS  PROFIT                     65,687        14,344       129,047        53,807

SELLING,  ADMINISTRATIVE
AND  GENERAL  EXPENSES           451,684       900,420     1,038,194     1,851,018
                             ------------  ------------  ------------  ------------

(LOSS)  FROM  OPERATIONS        (385,997)     (888,076)     (909,147)   (1,797,211)

OTHER  INCOME,  NET              186,315        (5,809)      186,315        33,112
                             ------------  ------------  ------------  ------------

NET  (LOSS)                  $  (199,682)  $  (891,885)  $  (722,832)  $(1,764,099)
                             ============  ============  ============  ============

NET  (LOSS)  PER  SHARE      $      (.01)  $      (.05)  $      (.04)  $      (.10)
                             ============  ============  ============  ============

WEIGHTED  AVERAGE  NUMBER  OF
COMMON  SHARES  OUTSTANDING   17,537,237    17,247,500    17,925,147    16,914,167
                             ============  ============  ============  ============
</TABLE>

           SEE  ACCOMPANYING  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS


                                        4
<PAGE>
<TABLE>
<CAPTION>
                            WORLDWIDE PETROMOLY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                             NINE  MONTHS  ENDED
                                                                MARCH  31,
                                                            1999          1998
                                                       --------------  ------------
<S>                                                    <C>             <C>
                                                         (UNAUDITED)
(UNAUDITED)

CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
  NET  LOSS$                                                (722,832)  $(1,764,099)
  ADJUSTMENTS  TO  RECONCILE
  NET  LOSS  TO  NET  CASH  USED  IN  OPERATING  ACTIVITIES
  DEPRECIATION                                                22,633        18,000
  COMMON  STOCKS  ISSUED  FOR  SERVICES                           --       500,000
  CHANGES  IN  ASSETS  AND  LIABILITIES
  ACCOUNTS  RECEIVABLE                                       (20,229)      (14,317)
  INVENTORIES                                                 (9,069)       51,954
  PREPAID  EXPENSE  AND  OTHER  ASSETS                      (284,704)       (2,330)
  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES                  253,368        25,227
                                                       --------------  ------------

NET  CASH  USED  IN  OPERATING  ACTIVITIES                  (760,833)   (1,185,565)
                                                       --------------  ------------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
  CERTIFICATES  OF  DEPOSIT                                  276,579       671,503
  CAPITAL  EXPENDITURES                                       (6,276)      (24,938)
  RELATED  PARTY  LOAN-REPAYMENTS                             12,000       161,726
                                                       --------------  ------------
  NET  CASH  PROVIDED  BY  INVESTING  ACTIVITIES             282,303       808,291

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
  PROCEEDS  FROM  OPTIONS  EXERCISED                         527,300            --
  PROCEEDS  FROM  SALE  OF  STOCK                            359,664            --
  BORROWING/REPAYMENT  OF  SHAREHOLDER  LOANS                232,373       (35,000)
  BORROWING  OF  NOTES  PAYABLE                             (160,000)     (265,000)
                                                       --------------  ------------
  NET  CASH  PROVIDED  BY  FINANCING  ACTIVITIES             959,337      (300,000)


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         480,807      (677,274)

CASH  AND  CASH  EQUIVALENTS,  BEGINNING  OF  PERIOD          34,375       864,555
                                                       --------------  ------------

CASH  AND  CASH  EQUIVALENTS,  END  OF  PERIOD         $     515,182   $   187,281
                                                       ==============  ============
</TABLE>


SEE  ACCOMPANYING  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS


                                        5
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE  1  -  ORGANIZATION  AND  BUSINESS

      WORLDWIDE  PETROMOLY,  INC.  (THE  "COMPANY"),  A  PUBLICLY-HELD  COLORADO
CORPORATION,  IS  ENGAGED  IN THE MARKETING AND DISTRIBUTION OF A LINE OF ENGINE
LUBRICATION  PRODUCTS UNDER THE TRADENAME "PETROMOLY". THE COMPANY WAS FORMED AS
A RESULT OF A REVERSE MERGER ON JULY 22, 1996, BETWEEN OGDEN, MCDONALD & COMPANY
("OGDEN  MCDONALD"  THE  FORMER  NAME  OF THE REGISTRANT WITH THE SECURITIES AND
EXCHANGE COMMISSION) AND WORLDWIDE PETROMOLY CORPORATION ("WPC"). OGDEN MCDONALD
WAS  INCORPORATED  IN  THE  STATE  OF  COLORADO ON OCTOBER 13,1989, AND BECAME A
PUBLIC  "SHELL"  COMPANY  FOR  THE  PURPOSE  OF ENGAGING IN SELECTED MERGERS AND
ACQUISITIONS.  WPC  WAS INCORPORATED IN THE STATE OF TEXAS ON APRIL 1, 1993, AND
PRIOR  TO  THE  REVERSE ACQUISITION, WAS ENGAGED IN THE SAME LINE OF BUSINESS AS
THE  COMPANY. IN CONNECTION WITH THE REVERSE MERGER, OGDEN MCDONALD ACQUIRED ALL
OF  THE  OUTSTANDING  COMMON  STOCK OF WPC, AND SUBSEQUENTLY CHANGED ITS NAME TO
WORLDWIDE  PETROMOLY,  INC. WPC IS NOW A WHOLLY OWNED SUBSIDIARY OF THE COMPANY.

THE COMPANY CONTRACTS WITH INDEPENDENT PARTIES FOR THE BLENDING OF ITS LUBRICANT
PRODUCTS.

NOTE  2  -  BASIS  OF  PRESENTATION

     THE  ACCOMPANYING  UNAUDITED  FINANCIAL  STATEMENTS  OF THE COMPANY AND ITS
WHOLLY-OWNED  SUBSIDIARY  WPC  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.

NOTE  3  -  PROPERTY  AND  EQUIPMENT

      PROPERTY  AND  EQUIPMENT  CONSISTS  OF  THE FOLLOWING AS OF MARCH 31, 1999
AND  JUNE  30,  1998:

<TABLE>
<CAPTION>
                                      MARCH  31    JUNE  30
                                     ------------  ---------
<S>                                  <C>            <C>
OFFICE  FURNISHINGS  AND  EQUIPMENT  $   138,177   $134,536
MACHINERY  AND  EQUIPMENT                 16,370     13,735
VEHICLES                                  12,062     12,062
                                    -------------  ---------
                                         166,609    160,333
LESS  ACCUMULATED  DEPRECIATION          (61,547)   (38,914)
                                    -------------  ---------

NET  PROPERTY  AND  EQUIPMENT        $   105,062   $121,419
                                    =============  =========
</TABLE>


                                        6
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE  4  -  INCOME  TAXES

     DEFERRED TAXES ARE DETERMINED  BASED ON TEMPORARY  DIFFERENCES  BETWEEN THE
FINANCIAL  STATEMENT AND INCOME TAX BASIS OF ASSETS AND  LIABILITIES AS MEASURED
BY THE ENACTED TAX RATES WHICH WILL BE IN EFFECT WHEN THESE DIFFERENCES REVERSE.

     DEFERRED  TAX  ASSETS  ARE  COMPRISED  OF  THE FOLLOWING AT MARCH 31, 1999:

<TABLE>
<CAPTION>
<S>                                                   <C>
NET  OPERATING  LOSS  CARRYFORWARDS                   $ 2,074,000
STOCK  OPTIONS  GRANTED  TO  NON-EMPLOYEES                567,000
AMORTIZATION  EXPENSE                                      25,500
BAD  DEBT  EXPENSE                                          7,000
                                                      ------------
GROSS  DEFERRED  TAX  ASSET                             2,673,500
                                                      ------------
VALUATION  ALLOWANCE                                   (2,673,500)
                                                      ------------
NET  DEFERRED  TAX  ASSET                             $         -
                                                      ============
</TABLE>

      THE  COMPANY  HAS RECORDED A FULL VALUATION ALLOWANCE AGAINST ALL DEFERRED
TAX  ASSETS  BECAUSE  IT COULD NOT DETERMINE WHETHER IT WAS MORE LIKELY THAN NOT
THAT  THE  DEFERRED  TAX  ASSET  WOULD  BE  REALIZED  AGAINST  FUTURE  INCOME.

      AT  MARCH  31,  1999  THE  COMPANY  HAD  NET  OPERATING LOSS CARRYFORWARDS
TOTALING  APPROXIMATELY  $6,100,000  AVAILABLE  TO  REDUCE FUTURE TAXABLE INCOME
THROUGH  THE  YEAR  2014  (SEE  TABLE).

THE  NET  OPERATING  LOSS  CARRYFORWARDS  EXPIRE  AS  FOLLOWS:

<TABLE>
<CAPTION>
YEARS  ENDED  DECEMBER  31,             AMOUNT
-----------------------------------  -----------
<S>                                  <C>

2008                                 $    70,000
2009                                     263,000
2010                                     112,000
EIGHTEEN MONTHS ENDED JUNE 30, 2012    2,753,000
YEAR  ENDED  JUNE  30  2013            2,202,000
YEAR  ENDED  JUNE  30,  2014             700,000
                                     -----------
TOTAL                                $ 6,100,000
                                     ===========
</TABLE>


                                        7
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE  5  -  LOSS  PER  SHARE

     USING  THE  PRINCIPLES  SET  FORTH  IN  SFAS  128, BASIC EARNINGS PER SHARE
INCLUDES  NO  DILUTION  AND  IS  COMPUTED BY DIVIDING INCOME AVAILABLE TO COMMON
STOCKHOLDERS BY THE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING FOR THE
PERIOD.  DILUTIVE  EARNINGS  PER  SHARE  REFLECTS  THE  POTENTIAL  DILUTION  OF
SECURITIES  THAT  COULD  SHARE  IN  THE EARNINGS OF THE COMPANY. THE COMPANY WAS
REQUIRED  TO ADOPT THIS STANDARD IN THE SECOND FISCAL QUARTER OF 1998. USING THE
PRINCIPLES  SET  FORTH  IN  SFAS  128,  BASIC AND DILUTED EARNINGS PER SHARE ARE
IDENTICAL.


MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS.

RESULTS  OF  OPERATIONS  -WORLDWIDE  PETROMOLY  INC.  ("THE  COMPANY")
THE  FOLLOWING  DISCUSSION  SHOULD  BE  READ  IN  CONJUNCTION WITH THE COMPANY'S
CONSOLIDATED  FINANCIAL STATEMENTS AND RELATED NOTES. SEE CONSOLIDATED FINANCIAL
STATEMENTS.  CERTAIN  STATEMENTS  CONTAINED  HEREIN  ARE NOT BASED ON HISTORICAL
FACTS,  BUT ARE FORWARD LOOKING STATEMENTS THAT ARE BASED UPON ASSUMPTIONS ABOUT
FUTURE  CONDITIONS  THAT  COULD  PROVE  NOT  TO  BE  ACCURATE.  ACTUAL  EVENTS,
TRANSACTION  AND  RESULTS  MAY  MATERIALLY  DIFFER  FROM THE ANTICIPATED EVENTS,
TRANSACTIONS  OR RESULTS DESCRIBED IN SUCH STATEMENTS.  THE COMPANY'S ABILITY TO
CONSUMMATE  SUCH  TRANSACTIONS  AND ACHIEVE SUCH EVENTS OR RESULTS IS SUBJECT TO
CERTAIN  RISKS  AND UNCERTAINTIES. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE
NOT  LIMITED  TO,  THE  EXISTENCE  OF DEMAND FOR AND ACCEPTANCE OF THE COMPANY'S
PRODUCTS  AND  SERVICES,  REGULATORY  APPROVALS  AND  DEVELOPMENTS,  ECONOMIC
CONDITIONS,  THE IMPACT OF COMPETITION AND PRICING, RESULTS OF FINANCING EFFORTS
AND OTHER FACTORS AFFECTING THE COMPANY'S BUSINESS THAT ARE BEYOND THE COMPANY'S
CONTROL.  THE  COMPANY  UNDERTAKES  NO OBLIGATION AND DOES NOT INTEND TO UPDATE,
REVISE  OR  OTHERWISE  PUBLICLY  RELEASE  THE  RESULT  OF ANY REVISIONS TO THESE
FORWARD-LOOKING  STATEMENTS THAT MAY BE MADE TO REFLECT EVENTS OR CIRCUMSTANCES.

RESULTS  OF  OPERATIONS  -GENERAL

THE  CORPORATE  DEVELOPMENTS THIS QUARTER WERE SIGNIFICANT AND SET THE STAGE FOR
THE  REMAINING  CALENDAR  YEAR  TO BE DYNAMIC AND ENCOURAGING. DURING THE FISCAL
QUARTER ENDED MARCH  31, 1999 (ALSO REFERRED TO AS THE THIRD  FISCAL  QUARTER OR
THE  FIRST  CALENDAR  QUARTER),  THE  COMPANY  CONTINUED TO INVESTED IN CUSTOMER
FIELD  PRODUCT  TESTING,  ADDITIONAL  RESEARCH  AND DEVELOPMENT FOR NEW PRODUCTS
INCLUDING  A  HOUSEHOLD  LUBRICANT AND A MOTOR-GEAR LUBRICANT,  PRINTING  RETAIL
SALES  BROCHURES  AND  POINT  OF  PURCHASE  DISPLAYS,  PURCHASING ADDITIONAL LAB
EQUIPMENT,  AND  WEB  SITE  REVAMPING.  THE  COMPANY  ALSO  CONSUMMATED  A TITLE
SPONSORSHIP  OF  AN  INDY  RACING  LEAGUE  (IRL) RACECAR IN AN EFFORT TO DEVELOP
PRODUCT  AWARENESS AND SALES VOLUME.  THE RACECAR WILL BE DRIVEN BY THE 1998 IRL
"ROOKIE  OF THE YEAR" ROBBY UNSER, USING THE COMPANY'S SPECIALLY FORMULATED MOLY
RACING-OIL DESIGNED FOR NASCAR AND INDY STYLE MOTORS. MR. UNSER HAS ALREADY BEEN
ABLE TO TELL A NOTICEABLE DIFFERENCE IN THE CAR'S PERFORMANCE AND HE ANTICIPATES
A  TOP  FINISH  IN  SOME  OF  THIS YEAR'S RACES. THE COMPANY ALSO DID ADDITIONAL
EXTENSIVE FIELD-TESTING IN AN EFFORT TO EXPAND THE COMPANY'S INDUSTRIAL CUSTOMER
BASE, WHILE CONTINUING TO ASCERTAIN SPECIFIC AVENUES AND ALLIANCES FOR LAUNCHING
A  RETAIL  CAMPAIGN  BY CAPITALIZING THE NATIONAL ATTENTION THAT THE AUTO-RACING
WILL  CREATE  AS ALL OF THE RACES ARE TELEVISED NATIONALLY. IN THE PAST, THE TWO
AREAS  OF  FOCUS  HAVE  BEEN PRIMARILY THE COMMERCIAL AND INDUSTRIAL MARKET, AND
SECONDARILY  THE RETAIL/PASSENGER CAR MARKET.  THE FOCUS SHIFTED LAST QUARTER TO
BALANCE  ALL  MARKETS. DURING THIS QUARTER, THE COMPANY HAS CONTINUED TO ENJOY A
GROWING NUMBER OF WEB PURCHASES (APPROXIMATELY $29,000) WITH OUT ADVERTISING ITS
WEB  SITE.


                                        8
<PAGE>
BECAUSE  OF  THIS,  MANAGEMENT  ENTERED  INTO  AN  AGREEMENT WITH A PROFESSIONAL
INTERNET  COMPANY,  INTERNET BILLING SOLUTIONS, WHICH NOT ONLY INVESTED $500,000
IN  THE  COMPANY  IN  THE  FORM  OF  OPTIONS,  BUT  ALSO  WILL BE PROFESSIONALLY
EXPLOITING  THE  COMMERCE  ACTIVITY  THAT  THE  INTERNET  CAN OFFER.  MANAGEMENT
BELIEVES  THAT WITH A PROFESSIONAL CAMPAIGN THE COMPANY WILL ENJOY A SIGNIFICANT
SALES  VOLUME  INCREASE AND MAKE THE WEB SITE A FORUM FOR INVESTOR RELATIONS AND
INTRA-COMPANY  COMMUNICATIONS  AND  ACCOUNTING.

DURING  THIS  QUARTER,  THE  COMPANY  RECEIVED  THE  RESULTS  FROM  AN  11 MONTH
EVALUATION  BY  THE  EPA  WHICH CONFIRMED AND DOCUMENTED PETROMOLY ENGINE OIL AS
ENERGY SAVING AND EMISSIONS REDUCING.  THIS ACHIEVEMENT IS UNPRECEDENTED FOR ANY
MOTOR  OIL  AND  MANAGEMENT  PLANS  ON UTILIZING THESE RESULTS TO FURTHER INDUCE
PURCHASES  FOR  BOTH  RETAIL  AND  INDUSTRIAL  MARKETS.

ALSO  DURING  THIS QUARTER, THE COMPANY CONSUMMATED A DISTRIBUTOR AGREEMENT WITH
ENVIRONMENTAL  FLEET SERVICES (EFS) OF CALIFORNIA, A VERY PROGRESSIVE COMPANY IN
LOS  ANGELES  WITH  A GROWING CUSTOMER BASE.  MANAGEMENT ANTICIPATES SIGNIFICANT
ACTIVITY  FROM  THIS  AGREEMENT,  AS SOUTHERN CALIFORNIA IS KNOWN TO BE THE "CAR
CAPITAL  OF  THE  US". TO DATE EFS HAS ORDERED OVER 34% OF COMMERCIAL SALES THIS
QUARTER,  AND  IS SHOWING PROMISE OF GROWING EVEN MORE SUBSTANTIALLY IN THE NEXT
QUARTER.

ADDITIONALLY, DURING THIS QUARTER THE COMPANY WAS WRITTEN UP IN THE FEBRUARY 22,
1999  ISSUE  BUSINESS  WEEK MAGAZINE IN THE "DEVELOPMENTS TO WATCH" SECTION.  IT
WAS  A  VERY  POSITIVE  ARTICLE  AND  IT  HAS CREATED A LOT OF ATTENTION FOR THE
COMPANY  AND  ITS  PRODUCTS.  A  SIGNIFICANT  AMOUNT  OF  THE WEB PURCHASES WERE
ATTRIBUTABLE  TO  EXPOSURE  THAT  THE  ARTICLE  PROVIDED.  IT  ALSO VALIDATED TO
MANAGEMENT  THE  DEMAND  POTENTIAL  FOR  THE  COMPANY'S  PRODUCTS.


QUARTER  ENDED  MARCH  31,  1999  COMPARED  TO  QUARTER  ENDED  MARCH  31,  1998

TOTAL  NET  SALES FOR THE QUARTER ENDED MARCH 31, 1999, WAS $170,653 COMPARED TO
$52,904  FOR  THE  QUARTER  ENDED  MARCH  31,  1998,  A  223%  INCREASE.  THIS
INCREASE  BY  COMPARISON IS DUE TO EXPANDED PURCHASING OF THE COMPANY'S CUSTOMER
BASE  AS WELL AS NEW INCENTIVE PROGRAMS DESIGNED TO ENHANCE HIGHER VOLUME ORDERS
AND  INCREASED  WEB  PURCHASES. ADDITIONALLY,  THE  POSITIVE  CHANGE  IN COST OF
SALES  IS  ALSO  NOTABLE.  COST  OF SALES AS A PERCENTAGE OF NET SALES DECREASED
FROM  73%  FOR THE QUARTER ENDED MARCH 31, 1998, TO 61% FOR THE YEAR ENDED MARCH
31,  1999.  THIS  PERCENTAGE  CHANGE  RESULTED  FROM  IMPROVED  AGREEMENTS  WITH
SUPPLIERS, FREIGHT CARRIERS AND TOLL BLENDERS, ALONG WITH CONTINUAL STREAMLINING
PROCEDURES  IN  MANUFACTURING.

YEAR  TO DATE ENDED MARCH 31, 1999 COMPARED TO YEAR TO DATE ENDED MARCH 31, 1998

TOTAL NET SALES FOR THE YEAR TO DATE ENDED MARCH 31, 1999, WAS $363,474 COMPARED
TO  $209,644  FOR  THE  YEAR TO DATE ENDED MARCH 31, 1998, A 73% INCREASE.  THIS
INCREASE  BY  COMPARISON  IS  DUE  TO  EXPANDED  PURCHASING  OF  THE  COMPANY'S
CUSTOMER  BASE, AS WELL AS THIS QUARTER'S INCENTIVE PROGRAMS DESIGNED TO ENHANCE
HIGHER  VOLUME  ORDERS.  ADDITIONALLY, THE IMPROVEMENT IN COST OF SALES IS  ALSO
NOTABLE.  COST  OF SALES AS A PERCENTAGE OF NET SALES DECREASED FROM 74% FOR THE
YEAR  TO  DATE ENDED MARCH 31, 1998, TO 65% FOR THE YEAR TO DATE ENDED MARCH 31,
1999.

THE  COMPANY  IS CONTINUING ITS TESTING OF VARIOUS NEW PRODUCTS AND INTERVIEWING
VARIOUS  VENDORS  TO SEE IF THE PRODUCTS CAN BE MADE MORE COST EFFECTIVELY, THUS
REDUCING  THE COST OF SALES IN THE FUTURE.  ADDITIONALLY, THE PROJECTED INCREASE
IN  SALES  VOLUME  WILL  ALSO  REDUCE  COST  OF SALES DUE TO ECONOMIES OF SCALE.
MANAGEMENT  EXPECTS  THE  FOLLOWING  QUARTERS  TO  CONTINUE A GREATER TREND THAT
REFLECTS  THE  RETAIL CAMPAIGN SALES, ALONG WITH THE MATURING MARKETING EFFORTS,
SCHEDULED  TO  BEGIN SOMETIME IN THE FORTH FISCAL QUARTER OF 1999.  IN THE PAST,
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  CONTINUES  TO  BE EXTREMELY POSITIVE AND RESOLUTE, THE SALES
VOLUME  AND  RELATIVE  MARGINS  REMAIN  LOW  DUE  TO  THE PROMOTIONAL PRICES AND
PRACTICES  ALLOWED  BY  MANAGEMENT.

                                        9
<PAGE>
THE COMPANY EXPECTS SALES VOLUME TO INCREASE SIGNIFICANTLY DURING IN THE  SECOND
OR THIRD CALENDAR QUARTER OF 1999 AS THE PROMOTIONAL ACTIVITIES AND  ADVERTISING
CAMPAIGNS  COME  TO  FRUITION.

SELLING,  GENERAL  AND  ADMINISTRATIVE

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES DECREASED FROM $900,420 FOR THE
QUARTER  ENDED  MARCH  31,  1998,  AND FOR THE YEAR TO DATE ENDED MARCH 31, 1998
AT  $1,851,018   TO  $451,684  FOR  THE  QUARTER  ENDED  MARCH  31,  1999  AND
$1,038,194  FOR  THE  YEAR  TO DATE ENDED MARCH 31, 1999; A 50% AND 55% DECREASE
RESPECTIVELY  FROM  QUARTER, TO YEAR TO DATE ACCOUNTING.  THE PRIMARY REASON FOR
THE  DECREASES  IN  EXPENSES  FOR THE COMPARED QUARTERS AND YEAR TO DATE ENDINGS
WERE  THE  DOWNSIZING  OF THE CORPORATE STRUCTURE, AND RELOCATING OF THE SOME OF
THE  COMPANY'S OFFICES IN BOTH HOUSTON AND FLORIDA. MANAGEMENT EXPECTS THAT NEXT
QUARTER  SELLING,  GENERAL AND ADMINISTRATIVE WILL CONTINUE TO SHOW THE BENEFITS
OF  THE  CONTINUED  PRACTICES  OF  EXPENSE CUTTING WHERE EVER POSSIBLE, WITH OUT
SACRIFICING  QUALITY  OR  THE  COMPANY'S  IMAGE.

LIQUIDITY  AND  CAPITAL  RESOURCES

ON  MARCH  31,  1999,  THE  COMPANY  HAD  BOOKED  A WORKING CAPITAL OF $704,136,
COMPARED  TO  $291,274  AT  JUNE  30,1998.  THE  CHANGE  IN  WORKING CAPITAL WAS
PRIMARILY  DUE  TO  THE  CASH PROCEEDS FROM THE EXERCISING OF OPTIONS GRANTED TO
INTERNET  BILLING  SOLUTIONS  INC.,  AS  WELL  AS  EMPLOYEE  OPTIONS  THAT  WERE
EXERCISED.  ALSO  INCLUDED  IN THE CURRENT ASSETS ARE THE CASH PROCEEDS FROM THE
SELLING  OF  STOCK  OWNED BY THE COMPANY AS PART OF A RELATED PARTY TRANSACTION.
IN  ADDITION TO INVENTORY ORDERS INCLUDED IN THE YEAR-END LIABILITIES THERE ALSO
ARE  THE  NORMAL  GENERAL  AND  ADMINISTRATIVE  EXPENSES,  YEAR  END PAYROLL TAX
LIABILITIES.  NET CASH USED IN OPERATING ACTIVITIES FOR YEARLY COMPARED QUARTERS
WAS $760,833 FOR ENDED MARCH 31, 1999, A SIGNIFICANT DROP COMPARED TO $1,185,565
FOR  ENDED  MARCH  31,  1998,  BEING  A  35%  DECREASE.  FROM  TIME TO TIME, THE
COMPANY'S  CHAIRMAN,  GILBERT  GERTNER,  HAS  LOANED  MONEY  AND  CONTINUES  TO
PROVIDE  CAPITAL  TO  THE  COMPANY  AS NEEDED. AT THIS TIME THERE HAS NOT BEEN A
FORMAL  AGREEMENT  ON  HOW  MR.  GERTNER  WILL BE REIMBURSED AND AWARDED FOR HIS
CONTRIBUTION,  BUT IT IS UNDERSTOOD THAT WHEN THE COMPANY HAS THE ABILITY TO PAY
HIM BACK AND AWARD HIS SUPPORT, IT WILL DO SO; HOWEVER, THERE ARE NO DEMANDS FOR
REPAYMENT  AT  THIS  TIME.  ADDITIONALLY,  SINCE  OCTOBER  1998, MR. GERTNER AND
AND  LANCE  J.  ROSMARIN THE COMPANY PRESIDENT HAVE ELECTED TO TEMPORARILY DEFER
THE  CASH  PAYMENTS  OF  THEIR  EMPLOYMENT AGREEMENTS, UNTIL THE COMPANY IS IN A
BETTER  POSITION  TO  PAY THEM FOR SERVING THEIR POSITIONS.  AT FISCAL YEAR END,
MR.  ROSMARIN HAS AGREED, WITH BOARD APPROVAL TO RECEIVE PAYMENTS IN THE FORM OF
COMPANY  COMMON STOCK THAT IS CALCULATED AT FAIR MARKET VALUE PLUS A 25% PREMIUM
AT  THE  BEGINNING  OF EACH QUARTER THAT HE HAS DEFERED.  THIS LIABILITY HAS NOT
YET  BEEN  CALCULATED IN TO THE COMPANY'S FINANCIAL STATEMENTS, BUT IS PROJECTED
TO  BE APPROXIMATELY 125,000-200,000 SHARES DEPENDING ON MARKET CONDITIONS.  MR.
GERTNER  HAS  THE  OPTION  TO  DO  THE  SAME,  OR  GET  REIMBURSED  WITH  CASH.

ALSO,  AT  MARCH  31,1999,  THE  COMPANY  POSSESSED  50,000  SHARES  OF  CITADEL
TECHNOLOGY  INC.  THAT  WERE  PAID  THROUGH A RELATED PARTY TRANSACTION IN 1996.
THESE  SHARES  WERE  VALUED  AT  $2.22  AT  QUARTER-END.  MANAGEMENT  EXPECTS TO
LIQUIDATE  THESE  SHARES  AT  A  VALUE  WELL  OVER  $100,000.

AT  MARCH  31,  1998,  THE COMPANY HAD NET OPERATING LOSS CARRYFORWARDS TOTALING
APPROXIMATELY $6,100,000 AVAILABLE TO REDUCE FUTURE INCOME THROUGH THE YEAR 2014
AS  DESCRIBED  IN  NOTE  4  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS.

MANAGEMENT  HAS  BEEN REVIEWING VARIOUS FINANCIAL VEHICLES AND THE POSSIBILITIES
FOR  A  CAPITAL  INFUSION  THROUGH  EQUITY  OR  DEBT  FINANCING  AND  EXPECTS TO
CONSUMMATE  AN  AGREEMENT  BY  THE  FIRST  QUARTER  OF  2000.  THE  COMPANY  MAY
CONSUMMATE A SERIES OF FINANCIAL ARRANGEMENTS IN THE NEXT QUARTER FOR ADDITIONAL
EXPANSION.  SOME STRUCTURES THAT HAVE BEEN PRESENTED BY OUTSIDE PARTIES ARE MORE
ATTRACTIVE  THAN  OTHERS, AND MANAGEMENT WANTS TO ENSURE THAT THE CHOSEN VEHICLE
IS  THE  MOST  BENEFICIAL  ONE  FOR  THE  COMPANY'S  LONG  AND SHORT TERM GOALS.

                                       10
<PAGE>
THESE  GOALS CONSIDER THE NEED FOR CORPORATE DEVELOPMENTS THROUGH IMPLEMENTATION
OF  ITS  BUSINESS  PLAN  AS  WELL AS SHAREHOLDER BENEFITS AND MARKET CONDITIONS.
ASSUMING  THE  COMPANY  DOES  NOT  FIND  AGREEABLE  FINANCING IN THE FORESEEABLE
FUTURE,  THE  COMPANY'S  SIGNIFICANT  OPERATING  LOSSES  AND  WORKING  CAPITAL
DEFICIT  RAISE  SUBSTANTIAL  DOUBT  ABOUT  ITS  ABILITY  TO  CONTINUE  AS  A
GOING  CONCERN.  THE  FINANCIAL  STATEMENTS  DO NOT INCLUDE ANY ADJUSTMENTS THAT
MIGHT  RESULT  FROM  THE  OUTCOME  OF  THIS  UNCERTAINTY.

YEAR  2000  COMPLIANCE

MANY  CURRENTLY  INSTALLED  COMPUTER  SYSTEMS AND SOFTWARE PRODUCTS ARE CODED TO
ACCEPT  ONLY  TWO  DIGIT  ENTRIES IN THE DATE CODE FIELD. THESE DATE CODE FIELDS
WILL  NEED  TO  ACCEPT FOUR DIGIT ENTRIES TO DISTINGUISH 21ST CENTURY DATES FROM
20TH  CENTURY DATES. AS A RESULT, IN LESS THAN ONE YEAR, COMPUTER SYSTEMS AND/OR
SOFTWARE  USED  BY  MANY  COMPANIES WILL NEED TO BE UPGRADED TO COMPLY WITH SUCH
"YEAR  2000"  REQUIREMENTS.  SYSTEMS  THAT  DO  NOT  PROPERLY  RECOGNIZE  SUCH
INFORMATION COULD GENERATE ERRONEOUS DATA OR CAUSE A SYSTEM TO FAIL. SIGNIFICANT
UNCERTAINTY  EXISTS  IN  MOST  INDUSTRIES  CONCERNING  THE  POTENTIAL  EFFECTS
ASSOCIATED WITH SUCH COMPLIANCE. MANAGEMENT DOES NOT ANTICIPATE THAT THE COMPANY
WILL  INCUR  SIGNIFICANT  OPERATING  EXPENSES  OR  BE  REQUIRED  TO  INVEST
HEAVILY  IN  COMPUTER  SYSTEMS  IMPROVEMENTS  TO  BE  YEAR  2000  COMPLIANT.

ALTHOUGH  THE  COMPANY  BELIEVES  THE  SOFTWARE  AND  HARDWARE  IT  UTILIZES FOR
OPERATIONS  COMPLY  WITH YEAR 2000 REQUIREMENTS, THERE CAN BE NO ASSURANCES THAT
THE  COMPANY  WILL  NOT  EXPERIENCE SERIOUS, UNANTICIPATED NEGATIVE CONSEQUENCES
AND/OR  MATERIAL  COSTS CAUSED BY UNDETECTED ERRORS OR DEFECTS IN THE TECHNOLOGY
USED  IN ITS INTERNAL SYSTEMS. THE OCCURRENCE OF ANY OF THE FOREGOING COULD HAVE
A  MATERIAL  ADVERSE  EFFECT  ON  THE  COMPANY'S  BUSINESS, OPERATING RESULTS OR
FINANCIAL  CONDITION.  THE  COMPANY  HAS  TAKEN  ADDITIONAL STEPS IN SENDING OUT
QUESTIONNAIRES  TO  ITS  VENDORS AND MAJOR CUSTOMERS CONCERNING THEIR RESPECTIVE
YEAR  2000  COMPLIANCE  STATUS.  SO  FAR  ALL  MAJOR  ACCOUNTS, BOTH VENDORS AND
CUSTOMERS  HAVE  REPORTED THAT THEY ARE ALL WITHIN ACCEPTABLE AREAS, AND THEY DO
NOT  ANTICIPATE  ANY MATERIAL ADVERSE EFFECT ON THE COMPANY'S ON-GOING SERVICING
RELATIONSHIPS.  THERE  CAN BE NO ASSURANCES THAT THE COMPANY WILL NOT EXPERIENCE
SERIOUS,  UNANTICIPATED  NEGATIVE  CONSEQUENCES  AND/OR MATERIAL COSTS CAUSED BY
UNDETECTED ERRORS OR DEFECTS IN THE TECHNOLOGY USED BY ITS VENDERS OR CUSTOMERS.

OUTLOOK

IN  THE  YEAR  ENDED  JUNE  30  1998,  THE  COMPANY'S  STRATEGIC  FOCUS  WAS  ON
BOTH  CONSUMMATING  RELATIONSHIPS  WITH A GROUP OF LEADERS IN THE INDUSTRIAL AND
RETAIL MARKETS,  WHICH  ARE KNOWN AS OPINION LEADERS OF NEW TECHNOLOGIES OR HAVE
A  HIGH  VISIBILITY  IN  THE  MARKET.  MANAGEMENT FORESEES THE "TESTING PERIODS"
THAT  THE  COMPANY  HAS  INVESTED  WITH  THESE  GROUPS  COMING  TO A NATURAL END
DURING  FISCAL  1999,  FOLLOWED  BY SIGNIFICANT REVENUE PRODUCING CONTRACTS, AND
TESTIMONIALS  THAT  WILL  ATTRACT  OTHER  COMPANIES  IN  THE  SIMILAR INDUSTRIES
FOR A GREATER MARKET SHARE.  ANY  ONE  OF  THE  SUBSTANTIAL  CUSTOMERS  THAT THE
COMPANY  IS  PRESENTLY  WORKING  WITH  IS  CAPABLE  OF  INCREASING  THE  VOLUME
PRODUCTION  TO  A  MUCH  GREATER  ECONOMIES  OF  SCALE.  THESE  SAVINGS  WILL
DECREASE COST OF SALES, AND POSSIBLY DECREASE  THE  COST  TO  THE  CUSTOMERS  AS
WELL.

IN 1998, THE COMPANY TRADEMARKED THE NAME "MOLYTECH" THAT EMBODIES THE COMPANY'S
PROPRIETARY  TECHNOLOGY  THAT  THE  US PATENT OFFICE ACCEPTED AND IS READY TO BE
PATENTED.  MANAGEMENT  IS  ACTIVELY PURSUING LICENSING AGREEMENTS WITH MAJOR OIL
COMPANIES  TO  UTILIZE MOLYTECH IN THEIR EXISTING LINES, WHERE THE COMPANY WOULD
RECEIVE  ROYALTY  INCOME  WITH  PRE-NEGOTIATED  MINIMUM  VOLUMES.

AT THE TIME OF THIS FILING, THE COMPANY IS NEGOTIATING FOR RETAIL SHELF SPACE IN
THE AUTO AFTER-MARKET STORES AND RETAIL CHAINS.  THE RETAIL CAMPAIGN IS DESIGNED
TO CAPITALIZE ON THE RACING SPONSORSHIP WITH TEAM PELFREY AND ROBBY UNSER AS THE
PETROMOLY  CAR  DRIVER  AND  COMPANY  SPOKESPERSON.

                                       11
<PAGE>
PART  OF  THE  FUNDS  FOR THIS CAMPAIGN WILL COME FROM THE CONSUMMATED AGREEMENT
WITH  AN INTERNET MARKETING COMPANY THAT HAS COMMITTED OVER $500,000 TO COMPANY,
IN  WHICH  $250,000  IS  RESERVED  FOR  A  MARKETING  CAMPAIGN.  MANAGEMENT  IS
EXTREMELY  EAGER  TO BEGIN MARKETING THE NEWLY DEVELOPED OIL ADDITIVE, PETROMOLY
OIL  TREATMENT, WHICH USES THE SAME PROPRIETARY TECHNOLOGY TO SUSPEND MOLYBDENUM
IN  MOTOR OIL FOR CARS AND LIGHT TRUCKS.  AN ADVERTISING CAMPAIGN IS PLANNED FOR
THIS  PARTICULAR  PRODUCT  TO  CREATE CONSUMER AWARENESS AND EDUCATE THE GENERAL
PUBLIC  ABOUT  THE COMPANY'S NEW TECHNOLOGY. THIS EXPOSURE WILL BE ON A REGIONAL
BASIS, AND WILL POSSIBLY FACILITATE A DEMAND FOR THE OTHER PETROMOLY PRODUCTS AS
WELL.  LATER  A  FULL-SCALE  RETAIL  CAMPAIGN IS PLANNED AS THE PRODUCT IS SOLD.

REPORTS  TO MANAGEMENT  SHOW  THIS  OIL ADDITIVE PRODUCT, BEING A NEW TECHNOLOGY
IN  A  PROVEN  MARKET,  IS  PROJECTED  TO  CARRY  AN  ENORMOUS  DEMAND.  WITH  A
PROPER  FINANCING  IN  PLACE,  ALONG  WITH  THE  PROGRESSING SALES RELATIONSHIPS
MATURING AND THE NEW PRODUCT LINES BEING MARKETED, THE COMPANY EXPECTS OPERATING
MARGINS  AND  REVENUES  TO  CONTINUE  TO  IMPROVE  APPRECIABLY  DURING  FISCAL
1999.

NEW  ACCOUNTING  PRONOUNCEMENTS

IN JUNE 1997, THE FINANCIAL ACCOUNTING STANDARDS BOARD ISSUED TWO NEW DISCLOSURE
STANDARDS.  RESULTS  OF  OPERATIONS  AND  FINANCIAL  POSITION  ARE UNAFFECTED BY
IMPLEMENTATION  OF  THESE  NEW  STANDARDS.

STATEMENT OF FINANCIAL ACCOUNTING STANDARDS (SFAS) 130, "REPORTING COMPREHENSIVE
INCOME",  ESTABLISHES  STANDARDS  FOR  REPORTING  AND  DISPLAY  OF COMPREHENSIVE
INCOME,  ITS COMPONENTS AND ACCUMULATED BALANCES.  AMONG OTHER DISCLOSURES, SFAS
130  REQUIRES  THAT  ALL  ITEMS THAT ARE REQUIRED TO BE RECOGNIZED UNDER CURRENT
ACCOUNTING  AS  COMPONENTS  OF  COMPREHENSIVE  INCOME BE REPORTED IN A FINANCIAL
STATEMENT  THAT  IS  DISPLAYED  WITH  THE  SAME  PROMINENCE  AS  OTHER FINANCIAL
STATEMENTS.

SFAS  131,  "DISCLOSURE  ABOUT  SEGMENTS  OF A BUSINESS ENTERPRISE", ESTABLISHES
STANDARDS FOR THE WAY THAT PUBLIC ENTERPRISES REPORT INFORMATION ABOUT OPERATING
SEGMENTS  IN  ANNUAL  FINANCIAL  STATEMENTS  AND  REQUIRES REPORTING OF SELECTED
INFORMATION  ABOUT  OPERATING SEGMENTS IN INTERIM FINANCIAL STATEMENTS ISSUED TO
THE  PUBLIC.  IT  ALSO  ESTABLISHES STANDARDS FOR DISCLOSURES REGARDING PRODUCTS
AND SERVICES, GEOGRAPHIC AREAS AND MAJOR CUSTOMERS. THE COMPANY ONLY OPERATES IN
ONE  SEGMENT  OF  BUSINESS, THE MARKETING AND DISTRIBUTION OF ENGINE LUBRICATION
PRODUCTS.

IN  FEBRUARY 1998, THE FINANCIAL ACCOUNTING STANDARDS BOARD ISSUED SFAS NO. 132,
EMPLOYERS'  DISCLOSURES  ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS, WHICH
STANDARDIZES  THE  DISCLOSURE REQUIREMENTS FOR PENSIONS AND OTHER POSTRETIREMENT
BENEFITS.  THE  ADOPTION OF SFAS NO. 132 IS NOT EXPECTED TO IMPACT THE COMPANY'S
CURRENT  DISCLOSURES.

IN  JUNE  1998,  THE  FINANCIAL  ACCOUNTING STANDARDS BOARD ISSUED SFAS NO. 133,
ACCOUNTING  FOR  DERIVATIVE  INVESTMENTS  AND  HEDGING  ACTIVITIES INCOME, WHICH
REQUIRES  THE  RECORDING  OF ALL DERIVATIVE INSTRUMENTS AS ASSETS OR LIABILITIES
MEASURED  AT  FAIR  VALUE.  AMONG  OTHER DISCLOSURES, SFAS 133 REQUIRES THAT ALL
DERIVATIVES  BE  RECOGNIZED AND MEASURED AT FAIR VALUE REGARDLESS OF THE PURPOSE
OR  INTENT  OF  HOLDING  THE  DERIVATIVE.

SFAS  133 IS EFFECTIVE FOR FINANCIAL STATEMENTS FOR PERIODS BEGINNING AFTER JUNE
15,  1999.  WORLDWIDE  PETROMOLY  HAS  NO  DERIVATIVE  INVESTMENTS  AND DOES NOT
PARTICIPATE IN HEDGING ACTIVITIES; THEREFORE, ITS FINANCIAL POSITION, RESULTS OF
OPERATIONS  AND DISCLOSURES WILL BE UNAFFECTED BY THE ADOPTION OF THIS STANDARD.



                                       12
<PAGE>
                                     PART II

                                OTHER INFORMATION


PART  II

OTHER  INFORMATION

ITEM  2.

 CHANGES  IN  SECURITIES

     IN  JANUARY, FEBRUARY AND MARCH, 1999, TEN EMPLOYEES AND CONSULTANTS OF THE
COMPANY  EXERCISED  OPTIONS TO ACQUIRE A TOTAL OF 731,250 SHARES OF COMMON STOCK
OF  THE  COMPANY  AT  EXERCISE PRICES RANGING FROM $.3125 PER SHARE TO $1.00 PER
SHARE,  AND  2 CONSULTANTS AND 1 INVESTOR PURCHASED A TOTAL OF 409,664 SHARES OF
COMMON  STOCK  OF  THE  COMPANY AT PRICES RANGING FROM $0.50 TO $1.00 PER SHARE.
THE  COMPANY  BELIEVES  THAT EACH OF THE PERSONS HAD KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS THAT ALLOWED THEM TO EVALUATE THE MERITS AND RISK
OF  THE  PURCHASE OF THESE SECURITIES OF THE COMPANY.  THE COMPANY BELIEVES THAT
EACH  OF  THESE  PERSONS  WERE  KNOWLEDGEABLE ABOUT THE COMPANY'S OPERATIONS AND
FINANCIAL  CONDITION.  ALL OF THESE TRANSACTIONS WERE EFFECTED BY THE COMPANY IN
RELIANCE  UPON  EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AS
AMENDED  (THE  "ACT")  AS  PROVIDED  IN  SECTION 4(2) THEREOF.  EACH CERTIFICATE
ISSUED  FOR  UNREGISTERED  SECURITIES  CONTAINED  A  LEGEND  STATING  THAT  THE
SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE  ACT  AND  SETTING FORTH THE
RESTRICTIONS  ON  THE  TRANSFERABILITY  AND  THE  SALE  OF  THE  SECURITIES.  NO
UNDERWRITER  PARTICIPATED IN, NOR DID THE COMPANY PAY ANY COMMISSIONS OR FEES TO
ANY  UNDERWRITER  IN  CONNECTION  WITH  ANY  OF THESE TRANSACTIONS.  NONE OF THE
TRANSACTIONS  INVOLVED  A  PUBLIC  OFFERING.



ITEM  6.

 EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (A)  EXHIBITS  --  FINANCIAL  DATA  SCHEDULE

(B)     REPORTS  ON  FORM  8-K  --  NONE









                                       13
<PAGE>
                                   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  HEREUNTO  DULY  AUTHORIZED.


                            WORLDWIDE  PETROMOLY,  INC.



DATE:  MAY  20,  1999     BY:  /S/  GILBERT  GERTNER
                               -----------------------
                                    GILBERT  GERTNER,  CHAIRMAN,  AND  CHIEF
                                    EXECUTIVE  OFFICER


                            BY:  /S/  LANCE  ROSMARIN
                            -------------------------
                                    LANCE  ROSMARIN,  PRESIDENT,  AND  CHIEF
                                    FINANCIAL  AND  ACCOUNTING  OFFICER


                                       14
<PAGE>