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

                                   FORM 10-QSB


 [X] Quarterly  report  under Section 13 or 15(d) of the Securities Exchange Act
     of  1934

For  the  quarterly  period  ended  March  31,  1998

 [ ] Transition  report  under    Section  13  or  15(d)  of  the  Exchange  Act
     For  the  transition  period  from  ___________  to  _____________

                         Commission File Number: 0-24682


                            WORLDWIDE PETROMOLY, INC.
                            -------------------------
        (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, Suite 1985, Houston, Texas  77056
           ----------------------------------------------------------
           (Address of principal executive offices including zip code)
           -----------------------------------------------------------


                                 (713) 892-5823
                                 --------------
                           (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  May  15,  1998,  17,247,500  shares  of  common  stock were outstanding.

Transitional Small Business Disclosure  Format  (check  one):  Yes        No  X
                                                                  ---        ---

<PAGE>
                          WORLDWIDE PETROMOLY, INC.
                                FORM 10-QSB

                                    INDEX

PART I:  FINANCIAL INFORMATION                                    Page No.

Item 1.  Financial Information:

         Unaudited Consolidated Balance Sheets                       3

         Unaudited Consolidated Statements of Operations             5

         Unaudited Consolidated Statements of Cash Flows             6

         Notes to Unaudited Consolidated Financial
         Statements                                                  7

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

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                                                    11

         Signatures                                                  12


<PAGE>
<TABLE>
<CAPTION>

                                 WORLDWIDE PETROMOLY,  INC.
                                CONSOLIDATED BALANCE SHEETS


                                                                  MARCH 31,      JUNE 30,
                                                                     1998          1997
                                                                 ------------  ------------
                                                                 (UNAUDITED)
          ASSETS
---------------------------------------------------------------                      
<S>                                                              <C>           <C>
Current Assets:
     Cash and Cash Equivalents                                   $   187,281   $   864,555 
     Certificates of Deposit                                         275,325       527,971 
     Certificates of Deposit-Restricted (Note 4)                         ---       418,857 
    Accounts Receivable- (Related Parties
       $52,943 and $29,536)                                          105,614        91,297 
    Notes Receivable-Related Parties-Current                         264,387       277,347 
    Inventories                                                       76,697       128,651 
     Prepaid Expense and Other                                        20,469        18,139 
                                                                 ------------  ------------

    Total Current Assets                                             929,773     2,326,817 

Property and Equipment, Net of accumulated
     Depreciation (Note 3)                                           115,485       108,547 

Notes Receivable-Related Parties-Noncurrent Portion                   55,081       203,847 
                                                                 ------------  ------------

Total Assets                                                     $ 1,100,339   $ 2,639,211 
                                                                 ============  ============

                                        3
<PAGE>
          LIABILITIES AND STOCKHOLDERS' EQUITY
---------------------------------------------------------------                            

Current Liabilities:
    Accounts Payable and Accrued Expenses                        $   175,336   $   150,109 
    Notes Payable (Note 4)                                               ---       265,000 
                                                                 ------------  ------------

    Total Current Liabilities                                        175,336       415,109 

Advances From Stockholder                                            277,573       312,573 
                                                                 ------------  ------------

    Total Liabilities                                                452,909       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; 17,247,500 and 16,747,500 issued
          and outstanding;3,335,000 reserved for stock options     7,419,773     6,914,773 
     Accumulated Deficit                                          (6,767,343)   (5,003,244)
                                                                 ------------  ------------

     Total Stockholders' Equity                                      647,430     1,911,529 
                                                                 ------------  ------------

Total Liabilities and Stockholders' Equity                       $ 1,100,339   $ 2,639,211 
                                                                 ============  ============
<FN>
                See accompanying notes to consolidated financial statements
</TABLE>

                                        4
<PAGE>
<TABLE>
<CAPTION>

                             WORLDWIDE PETROMOLY,  INC.
                       CONSOLIDATED STATEMENTS OF OPERATIONS

                                 THREE MONTHS ENDED          NINE MONTHS ENDED
                                      MARCH 31,                  MARCH 31,
                                 1998          1997          1998          1997
                             ------------  ------------  ------------  ------------
                             (UNAUDITED)   (UNAUDITED)   (UNAUDITED)   (UNAUDITED)
<S>                          <C>           <C>           <C>           <C>
Net Sales                    $    52,904   $    78,255   $   209,644   $   125,077 

Cost of Sales                     38,560        54,251       155,837        87,080 
                             ------------  ------------  ------------  ------------

Gross Profit                      14,344        24,004        53,807        37,997 

Selling, Administrative
and General Expenses             900,420       317,480     1,851,018       990,705 
                             ------------  ------------  ------------  ------------

(Loss) From Operations          (886,076)     (293,476)   (1,797,211)     (952,708)

Other Income (loss), Net          (5,809)       41,497        33,112       134,529 
                             ------------  ------------  ------------  ------------

Net (Loss)                   $  (891,885)  $  (251,979)  $(1,764,099)  $  (818,179)
                             ============  ============  ============  ============

Net (Loss) per Share         $      (.05)  $      (.02)  $      (.10)  $      (.05)
                             ============  ============  ============  ============

Weighted Average Number of
Shares Outstanding            17,247,500    16,047,500    16,914,167    16,020,834 
                             ============  ============  ============  ============
<FN>
            See accompanying notes to consolidated financial statements
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>

                             WORLDWIDE PETROMOLY,  INC.
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


                                                             NINE MONTHS ENDED
                                                                 MARCH 31,
                                                             1998          1997
                                                         ------------  ------------
                                                         (UNAUDITED)   (UNAUDITED)
<S>                                                      <C>           <C>
Cash Flows from Operating Activities:
  Net Loss                                               $(1,764,099)  $  (818,179)
  Adjustments to reconcile
    Net Loss to Net Cash used
      Depreciation                                            18,000        13,945 
      Common Stocks issued for services                      500,000           --- 
      Changes in Assets and Liabilities
         Accounts Receivable                                 (14,317)      (43,640)
         Inventories                                          51,954       (68,760)
         Prepaid Expense and Other Assets                     (2,330)      (20,135)
        Accounts Payable and Accrued Expenses                 25,227      (206,664)
                                                         ------------  ------------

Net Cash used in Operating Activities                     (1,185,565)   (1,143,433)
                                                         ------------  ------------

Cash Flows from Investing Activities:
      Certificates of Deposit                                671,503           --- 
      Capital Expenditures                                   (24,938)      (72,885)
      Related Party Loans                                    161,726      (486,666)
      Product Certification and Web Site Costs                   ---       (78,953)
                                                         ------------  ------------

      Net Cash (used) Provided  by Investing Activities      808,291      (638,504)
                                                         ------------  ------------

Cash Flows from Financing Activities:
      Proceeds from Private Offering, Net of Expense             ---     3,901,616 
      Bank Borrowings                                            ---       570,000 
      Repayment of bank loans                               (265,000)          --- 
      Repayment of shareholder loans                         (35,000)          --- 
      Exercise of stock options                                  ---        80,000 
                                                         ------------  ------------

      Net Cash Provided (used) by Investing Activities      (300,000)    4,551,616 
                                                         ------------  ------------

Net Increase (Decrease) in Cash and Cash Equivalents        (677,274)    2,769,679 

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

Cash and Cash Equivalents, End of Period                 $   187,281   $ 2,770,599 
                                                         ============  ============
<FN>
            See accompanying notes to consolidated financial statements
</TABLE>

                                        6
<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 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 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 March 31, 1998 and June
30,  1997:

<TABLE>
<CAPTION>

                                                      MARCH 31    JUNE 30
                                                     ----------  ---------
<S>                                                  <C>         <C>
                   Office furnishings and equipment  $ 111,211   $103,858 
                   Machinery and equipment              24,562      6,977 
                   Vehicles                             12,062     12,062 
                                                     ----------  ---------
                                                       147,835    122,897 
                  Less accumulated depreciation        (37,350)   (14,350)
                                                     ----------  ---------

                  Net property and equipment         $ 115,485   $108,547 
                                                     ==========  =========
</TABLE>

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

NOTE  4  -  NOTES  PAYABLE

     At  June  30,  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 were collateralized by a certificate of
deposit.    The  loan  was  paid  off  in  January  1998.

     At  June  30,  1997,  the  Company  had  drawn  $  40,000 under a $ 100,000
revolving  line  of  credit  facility with another bank.  Principal and interest
were  due  on  demand,  or  if no demand, in August 1998, with interest at 7.77%
(payable  quarterly).  This  borrowing  was secured by a certificate of deposit.
The  loan  was  paid  off  in  January  1998.

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 March 31, 1998:

<TABLE>
<CAPTION>

<S>                                                       <C>
                  Net Operating loss carryforwards        $ 1,818,000 
                  Stock options granted to non-employees      540,500 
                  Amortization expense                         25,500 
                  Bad debt expense                              7,000 
                                                          ------------
                  Gross deferred tax asset                  2,366,000 

                  Valuation allowance                      (2,366,000)
                                                          ------------
                  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,  1998,  the  Company  had  net  operating loss carryforwards
totaling  approximately  $4,736,000  available  to  reduce future taxable income
through  the  year  2013  (see  table).

The  net  operating  loss  carryforwards  expire  as  follows:

<TABLE>
<CAPTION>
                                                     Amount
                                                   ----------
<S>                                                <C>
              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              1,464,000
                                                   ----------
              Total                                $4,736,000
                                                   ==========
</TABLE>


Note  6  -  LOSS  PER  SHARE

     Loss per common share was computed by dividing the net loss for each 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 March 31, 1998 (also referred to as the third
fiscal  quarter or the first calendar), the Company has continued to invested in
independent  laboratory product testing, additional research and development for
new  products,  purchasing  service equipment including additional storage tanks
and  oil  pumps,  and  performed additional web site modifications.  The Company
also  continued  additional  extensive  field testing in an effort to expand the
Company's industrial customer base, while analyzing specific results of a retail
and  industrial advertising campaigns for its new and present products, designed
for  each  particular  target  market.

The  Company  also began intensive lab testing with the Environmental Protection
Agency  to  solidify  the validity of the proprietary technology trade marked as
"molytech",  as  a  device  and/or  solution  to  effect  a  decrease in harmful
emissions  for  all combustible engines.  When these tests are complete and they
show  repeatable  results, then PetroMoly with molytech will be published in the
Federal  Register  as  a  prevailing  device  to  decrease  emissions.

In  January, the Company demonstrated an average increase of 10% in fuel economy
buses  engines  for  Browning Transportation, an independent mass transportation
company  based  in  Jacksonville,  Florida, to service their community bus fleet
with  over  60  buses  in  total.

In  March,  the  Company  finalized its agreement with A&N Marketing Inc., which
previously was thought to be Infomax, but the agreement was consummated with A&N
Marketing, a highly successful infomercial and marketing contractor based in New
York,  to  feature its new product called Moly X-tra (name change to MolyGlide),
also  using  molytech,  the  patent  approved  process that used in PetroMoly to
safely  suspend  molybdenum. MolyGlide is an oil additive for passenger cars and
light  trucks.  Customers  who  purchase  MolyGlide 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 MolyGlide with molytech are very similar to those
received  by  using  the  Company's  fully  formulated product called PetroMoly.
Those  benefits  include  increased  horsepower,  improved fuel economy, reduced
emissions  and  longer  engine  life. The Company expected to launch the product
awareness  campaign  for  MolyGlide  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 June 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.


                                        9
<PAGE>
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
MolyGlide  and  PetroMoly.  As  PetroMoly has recently entered the retail arena,
this format can help build a demand for prospective customers and increase sales
for  both  products.

Also  in  this  quarter,  Norton  Cooper  joined the Company as a director.  Mr.
Cooper  is  a  well-respected  businessman  with  a  wealth of experience in the
securities  arena  as  well  as the natural metals market.  His direction should
prove  beneficial  to  the  shareholders  and  directors.

QUARTER  ENDED  MARCH  31,  1998  COMPARED  TO  QUARTER  ENDED  MARCH  31,  1997

Total net sales for the quarter ended March 31, 1998, was $52,904 as compared to
$78,255  for  the quarter ended March 31, 1997, a 32% decrease. This decrease by
comparison  is  an  anomaly,  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.  For the nine months ended March 31,
1998,  total  sales  are  up  over 40% as compared to the like nine months ended
1997.  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  second  or third calendar quarter of 1998 as the
promotional  activities  and  advertising  campaigns  come  to  fruition.

As  the  two quarters differ in net sales, the disparity in cost of sales is not
very notable.  Cost of sales as a percentage of net sales increased from 69% for
the  quarter  ended  March  30,  1997, to 72% for the year ended March 30, 1998.
This  percentage  change was results from discounted test pricing with the large
industrial  users of PetroMoly.  As these tests are expected to end in the third
quarter  of  calendar  1998, so are the sales margins expected to improve as the
trend  has  reflected.  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.  The  projected  increase  in sales volume will also reduce cost of
sales  due  to  economies  of  scale.

Selling,  general  and  administrative  expenses increased from $317,480 for the
quarter  ended March 31, 1997, to $900,420 for the quarter ended March 31, 1998,
a  65%  increase.  However,  this  number  is  mostly  paper elevated due to the
accounting  procedures that reflect the issuance of 500,000 restricted shares to
Mr.  Cooper  as  a  payment  for his services.  So an actual increase in SG&A as
compared  to  the  three  months ended December 1996 is really 20%.  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.  Also the
Company  incurred  a  lot  of  additional  expenses that are attributable to the
pre-production  of  the  infomercial that include video demonstration as well as
legal  expenses.

LIQUIDITY  AND  CAPITAL  RESOURCES

On  March,  1998,  the  Company  had  a  working capital of $754,437 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
$1,185,565 for nine months ended March 31,1998 and $1,143,433 for ended December
31,1996,  a  3.6%  increase.

At March 31, 1998, the Company had drawn $40,000 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.  This  line  of  credit is
described  in  note  4  to  the  consolidated  financial  statements.

     At  March  31,  1998,  the  Company  had  net  operating loss carryforwards
totaling  approximately  $4,736,000  available  to  reduce future taxable income
through  the  year  2013  as  described  in note 5 to the consolidated financial
statements.

     As  of  March 31, 1998, the Company had no material commitments for capital
expenditures.


                                       10
<PAGE>
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.

Management  has  also  began due diligence on the possibility of joint venturing
the  development of retail lube centers that would feature PetroMoly lubrication
products  and  franchising  these  centers on a national basis.  The preliminary
findings  are  extremely  positive and are a likely avenue to gain market share.
The  Florida  market  continues  to  grow, and the lube centers are consistently
reporting  new  request  for  PetroMoly,  and  continuous  brand  loyalty.

      With  the  progressing  sales  relationships  maturing and the new product
lines  being  marketed,  the  Company  expects operating margins and revenues to
significantly  improve  by  the  third  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 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.

                                     PART II

                                OTHER INFORMATION
Item 6.

Exhibits and Reports on form 8-K

      (a) Exhibits

             Exhibit 27 - Financial Data Schedule

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                                      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 15, 1998                   By: /s/ Gilbert Gertner
                                         --------------------------------
                                         Gilbert Gertner


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


                                       12
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