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

                       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: 
         December 31, 1997

[ ]      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 ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

         Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         At February 16, 1998, 17,247,500 shares of common stock, no par value,
were outstanding.

    Transitional Small Business Disclosure Format (check one); Yes [ ] No [x]

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


<PAGE>


                            WORLDWIDE PETROMOLY, INC.


                                    CONTENTS



                                                                         Page(s)
                                        
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

            Consolidated Balance Sheets as of December 31, 1997
              (unaudited) and June 30, 1997                                   3

            Consolidated Statements of Operations for the six months ended
              December 31, 1997 and 1996 ( both unaudited)                    4

            Consolidated Statements of Cash Flows for the six months ended
              December 31, 1997 and 1996 ( both unaudited)                    5

            Notes to Consolidated Financial Statements                      6-8

Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations                          9-12


PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K                                    13

         (a)  Exhibits

         (b)  Reports on Form 8-K

SIGNATURES                                                                   13



                                       2

<PAGE>
<TABLE>
<CAPTION>


                            WORLDWIDE PETROMOLY, INC.
                           CONSOLIDATED BALANCE SHEETS

                                                                         December 31,             June 30,
                                                                             1997                   1997
                                                                         ------------             -------
                                                                                    (Unaudited)
<S>                                                                       <C>                 <C>   
          ASSETS

Current Assets:
     Cash and Cash Equivalents                                             $ 117,814            $ 864,555
     Certificates of Deposit                                                 542,195              527,971
     Certificates of Deposit-Restricted (Note 4)                             428,573              418,857
    Accounts Receivable-Trade (Related Parties
       $66,783 and $29,536)                                                   94,307               91,297
    Notes Receivable-Related Parties-Current                                 264,387              277,347
    Inventories                                                               89,847              128,651
     Prepaid Expense and Other                                                21,831               18,139
                                                                         -----------          -----------
Total Current Assets                                                       1,558,954            2,326,817
                                                                         -----------          -----------
 
Property and Equipment, Net of accumulated
     Depreciation (Note 3)                                                   116,015              108,547

Notes Receivable-Related Parties-Noncurrent Portion                           75,081              203,847
                                                                         -----------          -----------

Total Assets                                                             $ 1,750,050          $ 2,639,211     
                                                                         ===========          ===========


          LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts Payable and Accrued Expenses                                  $ 103,162           $ 150,109
    Notes Payable (Note 4)                                                   320,000             265,000
                                                                         -----------         -----------

          Total Current Liabilities                                          423,162             415,109

Advances From Stockholder                                                    287,573             312,573
                                                                         -----------         -----------
          Total Liabilities                                                  710,735             727,682
                                                                         -----------         -----------

Stockholders' Equity:
     Preferred stock, no par value, 10,000,000 shares
          authorized, none issued                                                  -                  -
     Common stock, no par value, 800,000,000 shares
          authorized; 16,747,500 issued and outstanding;
          2,835,000 reserved for stock options                             6,914,773          6,914,773
     Accumulated Deficit                                                  (5,875,458)        (5,003,244)
                                                                         -----------        -----------


Total Stockholders' Equity                                                 1,039,315          1,911,529
                                                                         -----------        -----------

Total Liabilities and Stockholders' Equity                               $ 1,750,050        $ 2,639,211
                                                                         ===========        ===========
</TABLE>

           See accompanying notes to consolidated financial statements


                                       3
<PAGE>
<TABLE>
<CAPTION>



                            WORLDWIDE PETROMOLY, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                            Three Months Ended                 Six Months Ended
                                                                December 31,                      December 31,
                                                             1997          1996             1997                1996
                                                             ----          ----             ----                ----
                                                        (Unaudited)   (Unaudited)       (Unaudited)           (Unaudited)
<S>                                                    <C>               <C>                 <C>               <C>         

Net Sales                                              $ 65,467          $ 25,508            $156,740          $     46,822

Cost of Sales                                            52,114            15,565             117,277                32,829         
                                                    -----------       -----------         -----------         -------------

Gross Profit                                             13,353             9,943              39,463                13,993

Selling, Administrative
and General Expenses                                    534,540           422,996             950,598               673,225
                                                    -----------       -----------         -----------         -------------

(Loss) From Operations                                 (521,187)         (413,053)           (911,135)             (659,232)

Other Income, Net                                        35,812            37,606              38,921                93,032
                                                    -----------       -----------         -----------         -------------


Net (Loss)                                           $ (485,375)       $ (375,447)           (872,214)        $    (566,200)
                                                    ===========       ===========         ===========         =============


Net (Loss) per Share                                     $ (.03)           $ (.02)        $      (.05)        $        (.04)
                                                    ===========       ===========         ===========         =============


Weighted Average Number of
Common Shares Outstanding                            16,747,500        16,007,500          16,747,500            16,007,500
                                                    ===========       ===========         ===========         =============



</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

                                                                                        Six Months Ended
                                                                                           December 31,
                                                                                      1997             1996
                                                                                   ----------      ----------
                                                                                   (Unaudited)     (Unaudited)

<S>                                                                             <C>                 <C> 
Cash Flows from Operating Activities:
  Net Loss                                                                      $ (872,214)         $ (566,200)
  Adjustments to reconcile
    Net Loss to Net Cash used
      Depreciation                                                                  11,000               8,290
      Changes in Assets and Liabilities
         Accounts Receivable                                                        (3,010)              6,496
         Inventories                                                                38,804             (18,702)
         Prepaid Expense and Other Assets                                           (3,692)                  -
        Accounts Payable and Accrued Expenses                                      (46,947)           (205,196)
                                                                                ----------         -----------

Net Cash used in Operating Activities                                             (876,059)           (803,680)
                                                                                ----------         -----------

Cash Flows from Investing Activities:
      Certificates of Deposit                                                      (23,940)                  -
      Capital Expenditures                                                         (18,468)            (55,653)
      Related Party Loans                                                          141,726            (725,000)
      Product Certification and Web Site Costs                                           -             (78,953)
                                                                                ----------         -----------

      Net Cash Provided (used) by Investing Activities                              99,318            (859,606)
                                                                                ----------         -----------

Cash Flows from Financing Activities:
      Proceeds from Private Offering, Net of Expense                                     -           3,900,115
      Bank Borrowings                                                               55,000             620,000
      Repayments of shareholder loans                                              (25,000)                  -
      Repayment of bank loans                                                            -             (50,000)
      Exercise of stock options                                                          -              80,000
                                                                                ----------         -----------
      Net Cash Provided by Investing Activities                                     30,000           4,550,115
                                                                                ----------         -----------

Net Increase (Decrease) in Cash and Cash Equivalents                              (746,741)          2,886,830

Cash and Cash Equivalents, Beginning of Period                                     864,555                 920
                                                                                ----------         -----------

Cash and Cash Equivalents, End of Period                                         $ 117,814         $ 2,887,750
                                                                                ==========         ===========
</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 acquisition 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 acquisition, 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 December 31,
1997 and June 30, 1997:

                                                       December 31     June 30
                                                       -----------     -------

                   Office furnishings and equipment     $ 109,163     $ 103,858
                   Machinery and equipment                 20,140         6,977
                   Vehicles                                12,062        12,062 
                                                        ---------     ---------
                                                          141,365       122,897
                  Less accumulated depreciation           (25,350)      (14,350)
                                                        ---------     ---------

                  Net property and equipment            $ 116,015     $ 108,547
                                                        =========     =========

                                       6


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

NOTE 4 - NOTES PAYABLE

         At December 31, 1997, the Company had drawn $ 225,000 under a $250,000
revolving line of credit facility with a bank. Interest is payable monthly and
principal is due on demand, or if no demand, at its scheduled maturity. The
borrowings under the line of credit are collateralized by a certificate of
deposit in the amount of $ 271,714.

         At December 31, 1997, the Company had drawn $ 95,000 under a $ 100,000
revolving line of credit facility with another bank. Principal and interest are
due on demand, or if no demand, in August 1998, at an interest rate of 7.77%
(payable quarterly). This borrowing is secured by a certificate of deposit in
the amount of $ 160,072.

NOTE 5 - 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 December 31, 
1997:

                  Net Operating loss carryforwards                 $  1,461,000
                  Stock options granted to non-employees                540,500
                  Amortization expense                                   25,500
                  Bad debt expense                                        7,000
                                                                 --------------
                  Gross deferred tax asset                            2,084,000
                                                                 --------------
                  Valuation allowance                                (2,084,000)
                  Net deferred tax asset                           $         --
                                                                 ==============

         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 December 31, 1997, the Company had net operating loss carryforwards
totaling approximately $4,144,000 available to reduce future taxable income
through the year 2013 (see chart on following page).


The net operating loss carryforwards expire as follows:

                                                        Amount
                                                        ------

              Year ended December 31, 2008           $     72,000
              Year ended December 31, 2009                266,000
              Year ended December 31, 2010                206,000
              Eighteen months ended June 30, 2012       2,728,000
              Year ended June 30, 2013                    872,000
                                                  ---------------
              Total                                   $ 4,144,000
                                                  ===============


                                       7
<PAGE>

Note 6 - LOSS PER SHARE

         Loss per common share was computed by dividing the net loss for the
period by the weighted average number of common shares outstanding and common
stock equivalents (if dilutive) during each period. Common stock equivalents
include the effect of common stock shares contingently issuable from the
exercise of stock options only when the effect would be dilutive.


                                       8



<PAGE>
   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

During the fiscal quarter ended December 31, 1997 (also referred to as the
second fiscal quarter or the fourth calendar), the Company has continued to
invested in independent laboratory product testing, additional research and
development for new products, purchasing service equipment including storage
tanks and oil pumps, and performed additional web site modifications. The
Company also did additional extensive field testing in an effort to expand the
Company's industrial customer base, while ascertaining specific further avenues
and alliances for launching a retail and industrial advertising campaigns for
its new and present products, including point of purchase displays and sales
brochures that are designed for each particular target market .

In October the Company demonstrated an average increase of 18.75% in fuel
economy buses engines for El Expreso Bus Company, a subsidiary of Coach USA, and
subsequently in November, entered into a 1 year sales agreement. Also in
October, Barbour Trucking Company, based in Dallas, agreed to convert its fleet
of 200 trucks to using PetroMoly. Additionally in late October, PetroMoly
procured a retail sales agreement with Bennett Auto Supply, a well established
auto after-market chain of 40 stores in South Florida. The Company agreed to
begin a local advertising campaign in the South Florida market to create product
awareness. The initial plan is to use a 60-second radio format aimed at the
appropriate target market, with proper frequency and reach models. Later, the
Company will lower the frequency and begin reminder ads so the public will think
of PetroMoly when it is actually time to change their oil. Once the proper
retail exposure is established in Florida, then the company plans to roll out
this approach in various strategic regions across the US.

In November, the Company signed a letter of intent to participate with Infomax,
a Los Angeles based direct marketing contractor, in producing an infomercial
featuring its new product presently called Moly X-tra (name subject to change),
which is an oil additive for passenger cars and light trucks. Customers who
purchase Moly X-tra are able to add the 16-ounce bottle to any brand of motor
oil. Field-testing has revealed that the benefits that customers receive from
Moly X-tra are very similar to those received by using the Company's fully
formulated product called PetroMoly. Those benefits include improved fuel
economy, reduced emissions and longer engine life. The Company expected to
launch the product awareness campaign for Moly X-tra during the fiscal quarter
beginning January 1998, but because of time delays for the definitive
documentation, as well as production scheduling conflicts, the launch date is
now set for April 1998. The agreement provides that after a successful test run
of the infomercial, Worldwide PetroMoly will receive a minimum order of 500,000
units or $2,250,000 during the first year of airing the infomercial, and similar
mandates for the years following. The infomercial is being produced by Infinnity
Direct, an award winning production company with the top selling infomercial of
1996. The projected sales scenario for Worldwide PetroMoly's side or the first
18 months is between $7-21 million, netting between $4-12 million.

    During this quarter as well as last quarter, the Company has performed
excessive due diligence on the direct marketing infomercial format and has
determined that similar products in this category have achieved tremendous
success. Bringing a new technology to a proven category, with what the Company
believes to be a superior product with an environmental impact, is expected to
increase the Company's revenues. Additionally the infomercial format will also
give the Company an opportunity to educate the general public about its
patent-approved lubrication technology. The same technology for suspending and
stabilizing molybdenum is used in both Moly X-tra

                                       9
<PAGE>

and PetroMoly. As PetroMoly is now entering the retail arena, this format can
help build a demand for prospective customers and increase sales for both
products.

Also in this quarter, Manfred Sternberg, Esq. joined the Company as a director
to replace Robert Goldberg who left to pursue interests in Florida. Mr. Goldberg
performed his duties well beyond expectations, and will remain available for
consulting as well as a future directorship. Mr. Sternberg is a well-respected
attorney and businessman. He has performed for the Company in the past as both
in-house counsel and as an effective a sales liaison.

QUARTER ENDED DECEMBER 31, 1997 COMPARED TO QUARTER ENDED DECEMBER 31, 1996

Total net sales for the quarter ended December 31, 1997, was $65,467 as compared
to $25,508 for the quarter ended December 31, 1996, a 257% increase. This
increase by comparison is large, and management expects the following quarters
to follow a much greater trend that reflects the maturing marketing efforts set
in place at the beginning of this fiscal year. The sales focus continued to be
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, the sales volume and
relative margins remain low due to the promotional prices and practices allowed
by management. The Company expects sales volume to increase significantly during
in the first or second calendar quarter of 1998 as the promotional activities
and advertising campaigns come to fruition.

As the two quarters vastly differ in net sales, the disparity in cost of sales
is also notable. Cost of sales as a percentage of net sales increased from 60%
for the quarter ended September 30, 1996, to 81% for the year ended September
30, 1997. This percentage change was results from an substantial amount of
discounted test pricing with the large industrial users of PetroMoly. As these
tests are expected to end in the first part of calendar 1998, so are the sales
margins expected to improve dramatically. The company, however, has improved
agreements with suppliers, freight carriers and toll blenders, along with
streamlining procedures in manufacturing. The Company is continuing its testing
of various reformulations of its 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.

Selling, general and administrative expenses increased from $422,996 for the
quarter ended December 31, 1996, to $534,540 for the quarter ended December 31,
1997, a 21% increase. However, this number is artificially elevated due to an
accounting omission last fiscal quarter which under stated SG&A expenses by
$65,471 from payroll. This omission was reflected in this fiscal quarter's
filings which overstates SG&A by a like amount, so an actual increase in SG&A as
compared to the three months ended December 1996 is really 10%.. The primary
reason for the increase in expenses for the compared quarters was the widespread
expansion and promotional efforts that took place in last four quarters
increasing these operational expenses, which include additional personnel and
the opening of a satellite office and warehouse in South Florida.

LIQUIDITY AND CAPITAL RESOURCES

On December 31, 1997, the Company had a working capital of $1,135,792 compared
to $1,911,708 at June 30,1997. The change in working capital was primarily due
to normal general and administrative expenses, as net cash used in Operating
activities for yearly compared quarters was very close to one another being
$876,059 for ended December 31,1997and $803,680 for ended December 31,1996, a 6%
increase.

     At December 31, 1997, the Company had drawn $170,000 under a $250,000
revolving line of credit facility with a bank. The borrowings under the line of
credit are collateralized by a certificate of deposit in the amount of $271,714.

     At December 31, 1997, the Company had drawn $95,000 under a $100,000
revolving line of credit facility with another bank. The borrowings under this
line of credit are collateralized by a certificate of deposit in the amount of
$160,072. Both lines of credit are described in note 4 to the consolidated
financial statements.

     At December 31, 1997, the Company had net operating loss carryforwards
totaling approximately $4,144,000 available to reduce future taxable income
through the year 2012 as described in note 5 to the consolidated financial
statements.
                                       10
<PAGE>

     As of December 31, 1997, the Company had no material commitments for
capital expenditures.

OUTLOOK

     In the year ended June 30 1997,the Company's strategic focus was on
consummating relationships with a group of leaders in the industrial markets,
which are known as opinion leaders of new technologies. Management foresees the
"testing periods" that the Company has invested with these groups coming to a
natural end during fiscal 1998, 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.

     Management is extremely eager to begin marketing the newly developed oil
additive that 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 beginning with an infomercial to create consumer awareness
and educate the general public about the Company's new technology. This exposure
will possibly facilitate a demand for the other PetroMoly products as well.
During this campaign, distribution will be maintained through fulfillment
houses. Later a full-scale retail campaign is planned as the product is sold in
the auto after-market stores and retail chains. Reports to management show this
oil additive product, being a new technology in a proven direct response
category, is projected to carry significant demand. Additionally, an advertising
campaign has begun in South Florida to facilitate the sales for product on the
shelf at Bennett Auto supply as well as the Oil Connection Lube Centers.

      With the progressing sales relationships maturing and the new product
lines being marketed, the Company expects operating margins and revenues to
improve during the second quarter of fiscal 1998.

      NEW ACCOUNTING PRONOUNCEMNETS

      In March 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, Earnings per Share ("SFAS 128"). SFAS
128 provides a different method of calculating earnings per share than is
currently used in APB Opinion 15. SFAS 128 provides for the calculation of basic
and diluted earnings per share. 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 an entity, similar to existing fully diluted earnings
Per share.

      The Company is required to adopt this standard in the fourth quarter of
1997. Using the principles set forth in SFAS 128, basic and diluted earnings per
share would not be materially different from that presented.

      Statement of Financial Accounting Standards No. 129, Disclosure of
Information about Capital Structure ("SFAS 129") effective for periods ending
after December 15, 1997, establishes standards for disclosing information about
an entity's capital structure. SFAS 129 requires disclosure of the pertinent
rights and of various securities outstanding (stock, options, warrants,
preferred stock, debt and participation rights) including dividend and
liquidation preferences, participant rights, call prices and dates, conversion
or exercise prices and redemption requirements. Adoption of SFAS 129 will have
no effect on the Company as it currently discloses the information specified In
June 1997, the Financial Accounting Standards Board issued two new disclosure
standards. Results of operations financial position will be 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. Comprehensive
income is defined to

                                       11

<PAGE>

include all changes in equity except those resulting from Investments by owners
and distributions to owners. Among other disclosures, SFAS 130 requires that all
items that are required to be recognized under current accounting standards 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. SFAS 131 defines
operating segments as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance.

      Both of these new standards are effective for financial statements for
periods beginning after December 15, 1997 and require comparative information
for earlier years to be restated. Due to the recent issuance of these standards,
management has been unable to fully evaluate the impact, if any, they may have
on future financial statement disclosures.


                                       12

<PAGE>



                                     PART II

                                OTHER INFORMATION
Item 6.

Exhibits and Reports on Form 8-K

         (a)  Exhibits

                  Exhibit 27.1 -- Financial Data Schedule

         (b)  Reports on Form 8-K

                  The Company filed a Current Report on Form 8-K dated October
2, 1997which reported Other Events.





                                   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: February ______, 1998            By:      /s/ Gilbert Gertner
                                                ----------------------------
                                                Gilbert Gertner Chairman and CEO


                                       By:      /s/ Lance Rosmarin
                                                ----------------------------
                                                Lance Rosmarin, Chief Financial
                                                Officer and Chief Financial and
                                                Accounting Officer



                                       13