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

                       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, 1998

[ ] 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  January 1, 1999, 17,347,500 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 December 31, 1998
    (unaudited) and June 30, 1998. . . . . . . . . . . . . . . . . .        3

  Consolidated Statements of Operations for the three months
    ended December 31, 1998 and 1997 ( both unaudited) . . . . . . .        4

  Consolidated Statements of Cash Flows for the three months
    ended December 31, 1998 and 1997 ( 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 - 11


PART II - OTHER INFORMATION
--------------------------------------------------------------------         


Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . .       12

      (a)  Exhibits

      (b)  Reports on Form 8-K

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       12
--------------------------------------------------------------------         
</TABLE>

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

                                                          December 31,     June 30,
                                                              1998           1998
                                                         --------------  ------------
                                                           (Unaudited)
<S>                                                      <C>             <C>

                           ASSETS
-----------------------------------------------------

Current Assets:
Cash and Cash Equivalents . . . . . . . . . . . . . . .  $      45,524   $    34,375 
Certificates of Deposit-Restricted. . . . . . . . . . .              -       276,579 
Accounts Receivable:
  Trade . . . . . . . . . . . . . . . . . . . . . . . .        103,072       107,720 
  Affiliated Companies. . . . . . . . . . . . . . . . .         61,934        38,807 
Notes Receivable-Related Parties. . . . . . . . . . . .         99,151       111,151 
Inventories . . . . . . . . . . . . . . . . . . . . . .         60,003        45,394 
  Prepaid Expense and Other . . . . . . . . . . . . . .         28,469        10,840 
                                                         --------------  ------------

Total Current Assets. . . . . . . . . . . . . . . . . .        398,153       624,866 
                                                         --------------  ------------

Property and Equipment, Net (Note 3). . . . . . . . . .        114,412       121,419 
                                                         --------------  ------------

Total Assets. . . . . . . . . . . . . . . . . . . . . .  $     512,565   $   746,285 
                                                         ==============  ============

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

Current Liabilities:
Accounts Payable and Accrued Expenses . . . . . . . . .  $     413,883   $   173,592 
Notes Payable . . . . . . . . . . . . . . . . . . . . .              -       160,000 
                                                         --------------  ------------

Total Current Liabilities . . . . . . . . . . . . . . .        413,883       333,592 

Advances From Stockholder . . . . . . . . . . . . . . .        400,636       116,263 
                                                         --------------  ------------

Total Liabilities . . . . . . . . . . . . . . . . . . .        814,519       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; 17,347,500 issued and outstanding;
3,000,000 reserved for stock options. . . . . . . . . .      7,512,828     7,493,228 
Accumulated Deficit . . . . . . . . . . . . . . . . . .     (7,814,782)   (7,196,798)

Total Stockholders' Equity. . . . . . . . . . . . . . .       (301,954)      296,430 
                                                         --------------  ------------

Total Liabilities and Stockholders' Equity. . . . . . .  $     512,565   $   746,285 
                                                         ==============  ============
</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,
                                 1998          1997          1998          1997
                             ------------  ------------  ------------  ------------
                              (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
<S>                          <C>           <C>           <C>           <C>
Net Sales . . . . . . . . .  $   139,610   $    65,467   $   192,746   $   156,740 

Cost of Sales . . . . . . .       92,338        52,114       129,460       117,277 
                             ------------  ------------  ------------  ------------

Gross Profit. . . . . . . .       47,272        13,353        63,286        39,463 

Selling, Administrative
and General Expenses. . . .      214,173       534,540       950,598       673,225 
                             ------------  ------------  ------------  ------------

(Loss) From Operations. . .     (166,901)     (521,187)     (523,150)     (911,135)

Other Income, Net . . . . .          -0-        35,812           -0-        38,921 
                             ------------  ------------  ------------  ------------

Net (Loss). . . . . . . . .  $  (166,901)  $  (485,375      (523,150)  $  (872,214)
                             ============  ============  ============  ============

Net (Loss) per Share. . . .  $      (.01)  $      (.03)  $      (.03)  $      (.05)
                             ============  ============  ============  ============

Weighted Average Number of
Common Shares Outstanding .   17,347,500    16,747,500    17,347,500    16,747,500 
                             ============  ============  ============  ============
</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,
                                                            1998          1997
                                                       --------------  -----------
                                                         (Unaudited)   (Unaudited)
<S>                                                    <C>             <C>
Cash Flows from Operating Activities:
  Net Loss. . . . . . . . . . . . . . . . . . . . . .  $    (523,150)  $ (872,214)
  Adjustments to reconcile
  Net Loss to Net Cash used in Operating Activities
  Depreciation. . . . . . . . . . . . . . . . . . . .         12,283       11,000 
  Changes in Assets and Liabilities
  Accounts Receivable . . . . . . . . . . . . . . . .        (18,479)      (3,010)
  Inventories . . . . . . . . . . . . . . . . . . . .        (14,609)      38,804 
  Prepaid Expense and Other Assets. . . . . . . . . .         17,629       (3,692)
  Accounts Payable and Accrued Expenses . . . . . . .        110,209      (46,947)
                                                       --------------  -----------

Net Cash used in Operating Activities . . . . . . . .       (416,117)    (876,059)
                                                       --------------  -----------

Cash Flows from Investing Activities:
  Certificates of Deposit . . . . . . . . . . . . . .        276,579      (23,940)
  Capital Expenditures. . . . . . . . . . . . . . . .         (5,286)     (18,468)
  Related Party Loan-Repayments . . . . . . . . . . .         12,000      141,726 
                                                       --------------  -----------
  Net Cash provided by Investing Activities . . . . .        283,293       99,318 

Cash Flows from Financing Activities:
  Proceeds from options exercised . . . . . . . . . .         19,600           -- 
Borrowing/repayment of shareholder loans. . . . . . .        284,373      (25,000)
  Borrowing of Notes Payable. . . . . . . . . . . . .       (160,000)      55,000 
                                                       --------------  -----------
  Net Cash provided by Financing Activities . . . . .        143,973       30,000 


Net increase (decrease) in Cash and Cash Equivalents.         11,149     (746,741)

Cash and Cash Equivalents, Beginning of Period. . . .         34,375      864,555 
                                                       --------------  -----------

Cash and Cash Equivalents, End of Period. . . . . . .  $      45,524   $  117,814 
                                                       ==============  ===========
</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 December 31, 1998
      and  June  30,  1998:

<TABLE>
<CAPTION>
                                   December 31    June 30
                                  -------------  ---------
<S>                               <C>            <C>
Office furnishings and equipment  $    137,177   $134,536 
Machinery and equipment. . . . .        16,370     13,735 
Vehicles . . . . . . . . . . . .        12,062     12,062 
                                  -------------  ---------
                                       165,609    160,333 
Less accumulated depreciation. .       (51,197)   (38,914)
                                  -------------  ---------

Net property and equipment . . .  $    114,412   $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 December 31, 1998:

         Net operating loss carryforwards                     $ 2,006,000
         Stock options granted to non-employees                   567,000
         Amortization expense                                      25,500
         Bad debt expense                                           7,000
                                                              ------------
         Gross deferred tax asset                               2,605,500
                                                              ------------
         Valuation allowance                                   (2,605,500)
                                                              ------------
         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, the Company had net operating loss carryforwards totaling
approximately  $5,900,000  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                 500,000
                                                   -----------
              Total                                $ 5,900,000
                                                   ===========
</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.

ITEM 2

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, 1998 (also referred to as the
second  fiscal  quarter or the fourth calendar quarter), the Company invested in
Customer  field  product  testing,  additional  research and development for new
products,  printing  retail  sales  brochures, purchasing lab equipment, and web
site  modifications.  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
using  an infomercial format that will feature the Company's additive lubricant.
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
has  shifted  this  quarter to balance all markets.  A specially formulated moly
racing-oil  designed  for NASCAR and INDY style motors is presently being tested
by  world  class  INDY  racecar  drivers.  These  tests  have  shown significant
benefits to race engines, and the Company is presently negotiating a sponsorship
to  promote  company  and brand awareness, as well as create a retail demand and
customer  pull  for  the Company's products.  Although on December 31, 1998, the
Company  had  not  allocated a budget for Internet advertising, it had enjoyed a
number  of  web  purchases  with out advertising its web site.  Because of this,
Management has begun to take action on exploiting the commerce activity that the
Internet  can  offer.  Management believes that with a professional campaign the
Company  will  enjoy  significant  a  sales  volume  increase.

During this quarter, the Company has added to and expanded the purchasing of its
customer  base,  including  a  co-generation  power  servicing  company based in
Kansas,  with  the facility operated in Los Angeles.  The Company also performed
more  due  diligence  on  the  direct  marketing  infomercial format for its oil
additive  called  "PetroMoly  Oil  Treatment"  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  PetroMoly  Oil  Treatment  and  PetroMoly. As The Company is now
entering  the  retail arena, this format can help build a demand for prospective
customers  and  increase  sales  for  both  products.

                                        8
<PAGE>
QUARTER  ENDED  DECEMBER  31,  1998  COMPARED TO QUARTER ENDED DECEMBER 31, 1997

Total  net  sales for the quarter ended December 31, 1998, was $139,610 compared
to  $65,467  for  the  quarter  ended  December  31, 1997, a 113% 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.
Additionally,  the  positive  change  in cost of sales is also notable.  Cost of
sales  as  a  percentage  of  net sales decreased from 80% for the quarter ended
December 31, 1997, to 66% for the year ended December 31, 1998.  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 DECEMBER 31, 1998 COMPARED TO YEAR TO DATE ENDED DECEMBER 31,
1997

Total  net  sales  for  the  year  to date ended December 31, 1998, was $192,746
compared  to  $156,740  for  the  year  to  date  ended December 31, 1997, a 23%
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 75%
for  the year to date ended December 31, 1997, to 66% for the year to date ended
December  31,  1998.

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 at the beginning of the 1999 calendar year.  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. The Company expects sales volume to increase significantly during
in  the  first  or second 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 $534,540 for the
quarter  ended  December  31,  1997, and for the year to date ended December 31,
1997  at  $950,598  to  $214,173  for  the  quarter  ended December 31, 1998 and
$586,436  for  the year to date ended December 31, 1998; a 149% and 62% 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.

                                        9
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

On  December  31,  1998,  the Company had booked a working capital of $(15,730),
compared  to  $291,274  at  June  30,1998.  The  change  in  working capital was
primarily  due  to  the booking of several large orders that were shipped out at
the  very  end  of  the  quarter,  and the suppliers' billings that totaled over
$93,000,  associated  with  most  of  these  sales and some inventory that is on
order.  It  was  necessary  to  show  these  liabilities  in order to accurately
reflect  the  cost of goods for this quarter.  These customer orders have 30-day
net  terms,  and  will  show  a significant change in working capital in January
1999.  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 $416,117 for ended December 31, 1998 a significant drop compared to
$876,059 for ended December 31, 1997, being a 110% 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.

Also,  at  December  31,1998,  the Company possessed 150,000 warrants of Citadel
Technology  Inc.  that were awarded through a related party transaction in 1996.
These  warrants  were  valued  at  $1.89  at year-end and have a strike price of
$0.59.  As  the  Company  has plans to liquidate these warrants, they can not be
added  to  the  Company's  balance  sheet  until they are exercised into shares.
Management  expects  to  liquidate these warrants at a value well over $200,000.

At  December 31, 1998, the Company had net operating loss carryforwards totaling
approximately $5,900,000 available to reduce future income through the year 2012
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 will consummate an
agreement  in  January  1999,  around  the time of this filing.  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.  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

                                       10
<PAGE>
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 has recently consummated an agreement
with  an Internet marketing company that has committed over $500,000 to Company,
in  which  $250,000  is reserved for a direct 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  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  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  improve  appreciably  during  fiscal  1999.

                                       11
<PAGE>
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.  Because of the recent issuance of this standard, management has been
unable  to  evaluate  fully the impact, if any, the standard will have on future
financial  statements.

                                       12
<PAGE>
                                     PART II

                                OTHER INFORMATION

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: February 16, 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>