U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB/A


(Mark One)

 X  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
 1934 For the quarterly period ended September 30, 1998.

  Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from _______________ to _______________

Commission file number          000-21585

                     Worldwide Entertainment & Sports Corp.

        (Exact Name of Small Business Issuer as Specified in Its Charter)


         Delaware                                         22-3393152
(State or Other Jurisdiction               (I.R.S. Employer Identification No.)
Incorporation or Organization)

               29 Northfield Avenue, West Orange, New Jersey 07052
                    (Address of Principal Executive Offices)

                                 (973) 325-3244
                (Issuer's Telephone Number, Including Area Code)


                     (Former Name, Former Address and Former
                   Fiscal Year, if Changed Since Last Report)

         Check whether the issuer: (1) 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 a court.

Yes               No


                      APPLICABLE ONLY TO CORPORATE ISSUERS


         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

Common Stock, $.01 par value  -  7,337,197 shares as of November 13, 1998
-------------------------------------------------------------------------

         Transitional Small Business Disclosure Format (check one):

Yes               No
<PAGE>




PART I.

Item 1. Financial Statements


                                          WORLDWIDE ENTERTAINMENT & SPORTS CORP.
                                           CONDENSED CONSOLIDATED BALANCE SHEET
                                                    SEPTEMBER 30, 1998
                                                       (Unaudited)

<TABLE>
<CAPTION>
                                                          ASSETS
CURRENT ASSETS
<S>                                                                                               <C>   

  Cash and cash equivalents                                                                         $      27,670
  Certificates of deposit                                                                                 532,813
  Accounts receivable, less allowances for doubtful accounts of $77,400                                   576,239
  Prepaid expenses and other current assets                                                                30,031
  Due from boxers and other related parties, net of allowances of $225,581                                346,438
  Inventory of memorabilia                                                                                263,070
                                                                                                    -------------
                          Total Current Assets                                                          1,776,261

PROPERTY AND EQUIPMENT-AT COST, net of accumulated
       depreciation                                                                                        58,299
OTHER ASSETS
 Due from related party                                                                                    58,564
 Security deposit and other assets                                                                         13,950
                         Total assets                                                                 $ 1,907,074
                                                                                                      ===========


</TABLE>


See notes to Unaudited Condensed  Consolidated Financial Statements.









                                                            1

<PAGE>









                                          WORLDWIDE ENTERTAINMENT & SPORTS CORP.
                                           CONDENSED CONSOLIDATED BALANCE SHEET
                                                    SEPTEMBER 30, 1998
                                                       (Unaudited)



                                                       LIABILITIES

<TABLE>
<CAPTION>
<S>                                                                                                       <C>    
CURRENT LIABILITIES:
  Accounts payable                                                                                        $           22,682
  Accrued expenses                                                                                                   108,457
  Escrow funds and amounts due boxers                                                                                135,451
  Income taxes payable                                                                                                   600
                                                                                                           -----------------
                       Total Current Liabilities                                                                     267,190

   
STOCKHOLDERS' EQUITY
  Common stock, $.01 par value; authorized 20,000,000 shares;
               issued 7,137,197 shares                                                                                71,372
  Additional paid-in capital                                                                                      10,166,349
  Accumulated deficit                                                                                            (8,597,837)
  Demand note receivable on private issuance of Common Stock                                                        (12,350)
                                                                                                           -----------------
                                                                                                                   1,639,884
                                                                                                           -----------------
    



                         Total Liabilities and Stockholders' Equity                                       $        1,907,074
                                                                                                           -----------------

</TABLE>




See notes to Unaudited  Condensed Consolidated Financial Statements.
 


                                                            2

<PAGE>




                                  WORLDWIDE ENTERTAINMENT & SPORTS CORP.
                         CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                                 (Unaudited)
<TABLE>
<CAPTION>
                                               Three Months Ended September 30,           Nine Months Ended September 30,

<S>                                  <C>                       <C>                   <C>                       <C>    

                                            1998                    1997                    1998                     1997
                                       --------------           --------------         ---------------          --------------
Purse income                         $              -          $        12,094       $         588,188       $         39,295
Commission income                                 771                       -                   48,063                       -
Contract agency fees                          195,435                  69,733                  245,005                  82,496
Marketing fees                                161,439                  27,593                  225,464                  80,763
Television income                                   -                       -                        -                  87,500
Ticket revenues                                     -                     248                        -                  31,353
Merchandise revenues                           68,470                       -                  226,086                       -
                                       --------------          --------------         ----------------          --------------
                                              426,115                 109,668                1,349,130                 321,407
                                       --------------          --------------         ----------------          --------------
Costs of products sold                         68,132                       -                  180,918                       -

Boxing, training and related expenses          33,774                  41,518                  436,446                 192,251
Promotion and other                         1,080,729                 724,514                3,136,828               2,561,991
operating expenses                     --------------          --------------         ----------------          --------------
                                            1,182,635                 766,032                3,754,192               2,754,242

                                       --------------          --------------         ----------------          --------------
Loss from operations                        (756,520)               (656,364)              (2,405,062)             (2,432,835)
                                       --------------          --------------         ----------------          --------------
Other income and (expenses):
Interest and dividend income                   13,000                  14,844                   63,793                  83,591
Other                                           2,049                 (9,520)                    4,221                (10,862)
                                               15,049                   5,324                   68,014                  72,729
                                       --------------          --------------         ----------------          --------------
Loss before income taxes                    (741,471)               (651,040)              (2,337,048)             (2,360,106)

Income taxes (credit)                           (256)                       -                    2,974                   6,488
                                                       
NET LOSS                             $      (741,215)         $     (651,040)       $      (2,340,022)        $    (2,366,594)
                                       ==============          ==============         ================          ==============


LOSS PER SHARE                       $          (0.10)        $        (0.12)        $         (0.34)         $         (0.45)
                                       ===============         ==============         ===============          ===============



WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING                                 7,137,197              5,317,755                6,827,435                5,206,970
                                      ===============        ===============           ==============         ================
</TABLE>

See notes to Unaudited Condensed Consolidated Financial Statements.



                                                            3

<PAGE>






                                    WORLDWIDE ENTERTAINMENT & SPORTS CORP.
                               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           For the Nine Months Ended September 30, 1998 and 1997
                                                 (Unaudited)

<TABLE>
<CAPTION>
<S>                                                                                 <C>                      <C>    

                                                                                           1998                    1997
                                                                                      --------------          ---------------

Cash Flows from Operating Activities                                                $    (2,931,477)         $    (2,372,994)

Cash Flows from Investing Activities                                                         479,815                1,404,479

Cash Flows from Financing Activities                                                       1,734,194                  216,750
                                                                                      --------------          ---------------

Net Increase (Decrease) in Cash                                                            (717,468)                (751,765)

Cash and Cash Equivalents at Beginning of Period                                             745,138                1,091,505
                                                                                      --------------          ---------------

Cash and Cash Equivalents at End of Period                                          $         27,670         $        339,740

                                                                                      ==============           ==============

Supplemental Disclosures of Cash Flow Information:
         Cash Paid During the Year for:
                  Income Taxes                                                      $         1,703          $          6,489
                                                                                      ==============          ===============
</TABLE>

See notes to Unaudited Condensed Consolidated Financial Statements.

















                                                            4

<PAGE>


                        WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
                          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE A       -    NATURE OF ORGANIZATION AND BASIS OF PRESENTATION:

        1.   Nature of Organization:

        Worldwide  Entertainment & Sports Corp. (the "Company") was incorporated
        in Delaware on August 15, 1995, for the purpose of providing management,
        agency,  and marketing  services to professional  athletes,  artists and
        entertainers, principally to boxers, football and basketball players.

        2.   Basis of Presentation:

        The Condensed Financial Statements included herein have been prepared by
        the Company, without audit, pursuant to the rules and regulations of the
        Securities and Exchange  Commission.  Certain  information  and footnote
        disclosures  normally  included  in  financial  statements  prepared  in
        accordance  with  generally  accepted  accounting  principles  have been
        condensed or omitted pursuant to such rules and regulations.

        The Condensed  Financial  Statements  included  herein  reflect,  in the
        opinion of management,  all  adjustments  (consisting  primarily only of
        normal  recurring  adjustments)  necessary to present fairly the results
        for the interim  periods.  The results of operations for the nine months
        ended September 30, 1998, are not  necessarily  indicative of results to
        be expected for the entire year ending December 31, 1998.

NOTE B       -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

        1. The condensed  consolidated financial statements include the accounts
        of the  Company  and all of its  subsidiaries,  all of which are  wholly
        owned, except for Worldwide  Basketball  Management,  Inc. and Worldwide
        Football Management,  Inc., which companies are 80% owned. The excess of
        the accumulated deficits of these 80% owned subsidiaries over the equity
        capital  thereof  has been  included  in the  operations  of the  Parent
        Company (WWES).  In October 1998, WWFM became a wholly-owned  subsidiary
        of the Company as a result of the exchange of the 20% minority  interest
        previously held by WWFM's President for 200,000 shares of Common Stock.

        2.  Purse  revenue  is  recognized  upon  completion  of a  fight,  as a
        percentage  of the boxer's  purse.  Ticket and  commission  revenues are
        recognized  at the time of the fight.  Contract  and agency fee revenues
        are recognized  ratably over the various athletic  seasons.  Merchandise
        revenue is recognized upon the sale of memorabilia merchandise.

        3.  Basic net loss per share is  computed  by  dividing  net loss by the
        weighted average number of shares of Common Stock outstanding during the
        year.  Diluted EPS has not been  presented  because its effect  would be
        anti-dilutive.

        4. The Company files a  consolidated  federal  income tax return and has
        net  operating  loss  carryforwards  for  Federal  income tax  purposes,
        expiring  in 2018,  amounting  to  approximately  $8,600,000,  and other
        differences  for tax purposes  amounting to  approximately  $20,000.  No
        deferred tax asset is shown on the

                                                            5

<PAGE>


                     WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
                       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



        accompanying  condensed  consolidated  balance  sheet  due to a  related
        valuation allowance equal to the balance of the deferred tax asset.

        5. For  purposes  of the  statement  of cash  flows,  all highly  liquid
        investments  with  original  maturities  of  three  months  or less  are
        considered  to be cash  equivalents.  Cash  balances are  maintained  in
        several financial  institutions insured by the Federal Deposit Insurance
        Corporation  up to $100,000 for each bank.  At September  30, 1998,  the
        Company's uninsured cash balances amounted to approximately $142,500.

        6.  Inventory is stated at cost or market,  whichever is lower.  Cost is
        determined by the first-in, first-out method.

        7.  Certain  reclassifications  have  been  made  to  the  prior  period
        financial statements to conform to the current period presentation.

NOTE C -   SALES OF COMMON STOCK

        On October 22, 1996, the Company sold 1,400,000  Units (the Units).  Net
        proceeds  were  $6,499,091.  Each Unit  consisted of one share of common
        stock, $.01 par value, of WWES, and one redeemable common stock purchase
        warrant to purchase one share of common stock at $7.20 during the period
        October 22, 1996 to March 21, 2001.

        Additional shares have been sold or issued by WWES as follows:

        On July 15, 1997,  sold 100,000  shares of restricted  common stock in a
        private offering for $125,000.

        On August 19, 1997,  issued 250,000  shares of restricted  common stock,
        with a fair value of $157,500,  for  consulting  services  rendered by a
        consulting firm.

        On September  16, 1997,  issued a total of 83,500  shares of  restricted
        common stock,  with a fair value of $120,240,  to seven  individuals for
        consulting and other services.

        In November and December 1997, sold 664,442 shares of restricted  common
        stock in a private at $2.25 a share, for a total of $1,494,994.

        During the first  quarter of 1998,  the Company sold 660,000  restricted
        shares of common  stock in  connection  with several  private  placement
        transactions  for an  aggregate  amount  of  $1,485,000.  The  costs  in
        connection with these sales amounted to approximately $ 50,000.

        During the second quarter of 1998, the Company issued 215,000 restricted
        shares of common stock with a fair value of $194,000, in connection with
        legal, consulting and other services rendered on behalf of the Company.


                                                          6

<PAGE>


                         WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES
                          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




NOTE D -   STOCK  OPTION PLAN

        On July 1, 1996,  WWES  adopted  the 1966 Stock  Option Plan (the Plan),
        which  provides  for the  issuance  of  qualifying  options to  purchase
        500,000 shares.  Nonqualified  options may also be granted.  At December
        31, 1997, there were 435,000  qualifying  options  outstanding at prices
        ranging  from  $2.00  to  $2.875,  per  share.   Nonqualifying   options
        outstanding amounted to 423,500 shares at $2.875, per share.

        On January 28,  1998,  the Board of  Directors  of WWES  authorized  the
        issuance of 320,000 nonqualifying options, exercisable at $1.50 a share.

        On  September  10, 1998,  the Board of  Directors  of WWES  approved the
        issuance of 1,083,000  nonqualifying  options,  exercisable at $1.438 to
        $2.875,  a share.  In addition,  warrants to purchase  225,000 shares of
        Common Stock were issued at a price of $2.00, a share.

NOTE E - COMMITMENTS AND OTHER MATTERS

        The Company has  entered  into  long-term  management  contracts  with a
        number of professional boxers,  football players and basketball players.
        The  Company  receives  varying  rates  of  purses,  contracts,   public
        appearances  and  compensation,  depending upon the sport and applicable
        rules of the professional sports associations.

        The Company has entered into  employment  agreements with key executives
        which are for five year terms from inception,  and include,  among other
        things,  signing bonuses,  automobile  allowances and additional bonuses
        based upon agreed upon circumstances.

        The minority stockholders of WWBM and WWFM have entered into stockholder
        agreements with WWES,  providing that, in the event WWES desires to sell
        all of its shares in these  subsidiaries  to an  unrelated  third party,
        then the minority  stockholders are required to sell all of their shares
        to the purchaser to effectuate a share  exchange.  Other  provisions are
        included in the agreements governing termination of employment and loans
        and exchanges with the minority stockholders.











                                                          7

<PAGE>



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

Results of Operations

General

        Worldwide Entertainment & Sports Corp. was organized in August 1995, and
since such date has  succeeded to the business  operations  of various  entities
engaged  in the  management  of  professional  boxers,  each  controlled  by the
Company's Chief Executive Officer.  In January 1996, the Company established its
Teams Sports  Division  through the  formation of  Worldwide  Team Sports,  Inc.
("WWTS").  In August 1996,  for the purpose of providing  agency,  marketing and
management  services to  professional  basketball  players,  the Company  formed
Worldwide  Basketball  Management,  Inc.  ("WWBM").  In March 1997,  the Company
established  Worldwide Football Management,  Inc. ("WWFM"), as a separate entity
to continue  its  agency,  marketing  and  management  services to  professional
football  players.  Due to the  nature  of  these  business  operations  and the
potential effect of the  consolidation of such business within the Company,  the
prior  operating  results of such separate  businesses  may not  necessarily  be
representative  of the future results of operations of the Company.  The Company
has only limited  experience in the field of player agency and contract advisory
services.

        In March 1998,  for the purpose of promoting  and  marketing  sports and
entertainment  memorabilia  the Company  established  the Worldwide  Memorabilia
Division  of  WWTS.  The  Company  has  exclusive  rights  to  market  a  sports
memorabilia  catalog,  pursuant to which the Company receives a fixed commission
on sales. In addition, the Company has accumulated a catalog of professional and
amateur  football,  baseball,  basketball  and hockey  memorabilia.  The catalog
includes   autographed   athletic   attire,   sport  trading  cards  and  sports
paraphernalia  used by prominent  athletes.  The Company will seek to sell these
catalog items and other acquired  memorabilia through various mediums including,
trade shows,  mail order and retail  sales.  The Company has limited  experience
with sports memorabilia sales.

         Establishing  and maintaining a presence in each of the Company's areas
of  concentration,  (i.e.,  boxing  management  and team sports  player  agency)
require significant expenditures.  Each sports specific division must retain the
services  of  qualified   agents,   develop  a  roster  of  clients,   establish
relationships  within their  prospective  sports and develop support services to
provide to the athletes. Only a portion of such expenses incurred by the Company
will result in the engagement by a client of the Company's  services,  and it is
often  uncertain  the extent to which,  even if retained,  a target  client will
generate  significant  revenues to the Company. In addition,  the Company incurs
significant training expenses for the boxers under the Company's management, not
all of which  are  directly  reimbursed  pursuant  to bout  agreements  for such
boxers. In the development of a boxer,  particularly a young amateur boxer, into
a professional boxer who can command  significant  purses,  such expenses can be
incurred over a period of years and constitute  hundreds of thousands of dollars
or more. The Company must  continuously  incur such expenses in contemplation of
future revenues, the receipt of which is uncertain.

         The  Company's  revenues  are  directly  related to the earnings of its
clients. The Company derives revenues based upon a percentage, currently ranging
from 15% to 27-1/2%,  of the boxers' purses from professional bouts. The Company
also  derives  revenues  based upon a  percentage  of salaries  and other income
received from contracts,  endorsement  arrangements  and other income  producing
activities of athletes for whom the Company or its  management  acts as agent or
representative. These percentages currently range from up

                                                          8

<PAGE>



to 3% or 4%,  respectively,  for  professional  football and  basketball  player
contracts  (although  occasionally  lower percentages are agreed upon) to 10% or
20% for endorsement and marketing revenues.

         The timing of receipt of revenues by the Company is subject to seasonal
variations  with respect to revenues  generated  from the  negotiation of player
contracts and subject to irregular patterns in the case of boxing purse revenues
as a result of the irregular  occurrence of bouts. In addition,  the size of the
Company's revenues can change based upon the success or failure of the Company's
boxers or the negotiation of player contracts with significant bonus provisions.
The Company's WWBM and WWFM subsidiaries can be expected to spend  significantly
during the first eight months of each calendar year (particularly  March through
July) for recruitment and related expenses, and to receive their revenues during
the last four and first three months of the year during the NFL and NBA seasons.
If the Company were to expand into the  representation  of baseball  players (or
other professional athletes with a spring/summer  season), of which there can be
no assurance,  the effects of such  seasonality  would be diminished.  In August
1998, the Company severed its relationship with its only NBA player's agent. Two
of the  Company's  NFL  Players'  representatives  are  seeking  to also  become
registered   with  the  NBA  as  agents.   Accordingly,   revenue  and  expenses
attributable  to WWBM are uncertain  during the ensuing  twelve months period as
compared to $2,381,991 for the 1997 nine months. The principal increase in these
expenses  relates to the  opening of the  memorabilia  division  and  additional
personnel costs.

Nine Months Ended September 30, 1998 Compared with Nine Months Ended September 
30, 1997

         Net  revenues  for the  nine  months  ended  September  30,  1998  were
$1,349,130,  as compared to $321,407  for the nine months  ended  September  30,
1997.  Purse income  increased  to $588,188 for the 1998 period,  as compared to
$39,295 for the 1997 period,  as a result of the size of the purse for a Shannon
Briggs heavyweight championship fight. In addition, during the nine months ended
September 30, 1998, the Company recognized merchandise revenues from the sale of
memorabilia  amounting to $226,086,  which  operation was started in March 1998.
The nine months ended  September 30, 1998 reflect an increase in contract agency
fees to $245,005,  as compared to $82,496 in the  comparable  1997 period,  as a
result of the receipt in 1998 of additional revenues from players signed in 1997
by the Company's  WWFM and WWBM  subsidiaries.  The contract  agency fees in the
1998 period include approximately $240,000 and $5,000 generated by the Company's
football and  basketball  operations,  respectively,  as compared to revenues of
approximately  $68,000 and $13,000  generated  by its  football  and  basketball
operations,  respectively,  in the 1996  period.  In  addition,  during the 1998
period,  marketing fee income increased to $225,000,  as compared to $81,000 for
the 1996 period, as a result of increased  activities by the Marketing  Division
of WWTS.  Television revenue of $87,500 in the 1997 period was from the receipts
from a  televised  boxing card  promoted  and  managed by the  Company.  No such
revenue was received  during the 1998 period,  as the Company  ceased its boxing
promotion activities.

     Total  expenses for the nine months ended  September 30, 1998  increased to
$3,754,192,  as compared to $2,754,242.  Boxing,  training and related  expenses
amounted to $436,446 for the nine months  ended  September  30,1998  compared to
$205,892  for the  1997  period.  The  principal  reason  for the  increase  was
preparation  for the Briggs  championship  fight.  Promotion and other operating
expenses  increased to $3,136,828 for the 1998 nine-month  period as compared to
$2,548,350  for the  corresponding  1997  nine-month  period.  Such increase was
contributed  to by the increase in total  salaries from  approximately  $941,000
during the 1997 period to approximately  $973,500 during the 1998 period, due to
the hiring of  additional  marketing  personnel  for the team sports  divisions,
which  increased  such  division's  salaries  from  approximately   $155,000  to
$194,000,   as  well  as   increased   administrative   salaries  in  1998  from
approximately $240,000 in 1997 to $288,000 in 1998. Included in the expenses for
the nine months ended September 30, 1998 is $181,000 of costs of products sold

                                                          9

<PAGE>



relating to sports  memorabilia sold by the Company during this period. No sales
of memorabilia  were made during the 1997 period.  In addition,  promotional and
recruiting  expenses,  consisting largely of travel and entertainment  expenses,
increased  from  approximately   $386,083  in  the  1997  nine-month  period  to
approximately  $830,559 in the 1998  nine-month  period in conjunction  with the
Company's  increased  level of  activities  in the player  agency and  marketing
areas. Of such increase,  approximately $37,000 is attributable to the Company's
basketball  operations  which increased from  approximately  $172,000 in 1997 to
$209,000  in  1998,  approximately  $101,000  is  attributable  to its  football
operations  which  increased from  approximately  $22,000 in 1997 to $128,000 in
1998, and approximately  $121,000 is attributable to its boxing operations which
increased from approximately  $322,000 in 1997 to $443,000 in 1998. In addition,
professional and consulting fees in 1998 aggregated  approximately  $521,000, as
compared  to  approximately  $355,000  in  1997,  as a result  of the  Company's
increased legal and financial  consulting fees incurred in 1998 due to incurring
additional  expenses in connection with pursuing several  business  transactions
which  ultimately  were not  consummated.  In  addition,  in 1998,  the  Company
continued its use of outside  consultants in connection with its increased level
of activity in the areas of player agency and marketing.

         As a result  of the  foregoing,  net loss  for the  nine  months  ended
September 30, 1998  decreased to  $2,340,022  as compared to $2,366,594  for the
comparable September 30, 1997 period.

Liquidity and Capital Resources

         The Company's  principal source of operating  capital has been provided
by public and private sales of the Company's equity securities,  as supplemented
by revenues  from  operations.  At September  30, 1998,  the Company had working
capital of  $1,590,071,  which amount was  primarily  the remaining net proceeds
from the Company's  private  placements in the fourth  quarter of 1997 and first
quarter of 1998.

   
     The Company's material  commitments for capital  expenditure are management
salaries,  anticipated  training expenses and recruitment  expenses.  Management
salaries  are  approximately  $825,000  per annum,  which could  increase if the
Company develops a need for additional executive  management.  Training expenses
for the year are estimated at approximately $600,000,  depending upon the number
of bouts for which the Company's boxers must train.  Recruitment and promotional
expenses  are  estimated  to  approximate  $1,000,000,   subject  to  variations
depending  upon  player  availability  and  recruiting  success.  The  foregoing
represents  the expected  significant  uses of working  capital  during the next
twelve months.  The Company  believes that its current cash and cash equivalents
will be  sufficient to fund its  operations  over the next six months or longer.
However there can be no assurance that the Company will have sufficient revenues
after such time to fund its operating requirements. Accordingly, the Company may
be required to seek additional  financing  through bank  borrowings,  private or
public  debt  or  equity  financing  or  otherwise.  The  Company  has  filed  a
registration statement relating to an underwritten public offering of its common
stock,  on a best  efforts  basis,  to raise  gross  proceeds  of a  minimum  of
$4,500,000  and a maximum of  $6,500,000.  There can be no  assurance  that such
offering  will be  completed  or that any  other  source  of  financing  will be
available  to the Company on favorable  terms,  if at all,  particularly  if the
Company does not maintain its continued quotation on the SmallCap Stock Market.
    


                                                         10

<PAGE>


                                                     SIGNATURES

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


                     Worldwide Entertainment & Sports Corp.
                                (Registrant)


Date:  December 11, 1998                    /s/ Marc Roberts
       ----------------------               -----------------------
                                            Marc Roberts, President