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

                                  FORM 10-KSB

(Mark One)

(X)      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
         For Fiscal Year Ended December 31, 1997

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT TO 1934
         For the transition period from ___ to___

Commission File Number 0-21585


                     WORLDWIDE ENTERTAINMENT & SPORTS CORP.
                 (Name of Small Business Issuer in its charter)

Delaware                                22-3393152
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
Incorporation or organization)

29 Northfield Avenue, West Orange, NJ                         07052
(Address of Principal Executive Offices)                     (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Exchange Act:

                                            (none)

Securities registered pursuant to Section 12(g) of the Exchange Act:

Title of Each class
Common Stock, $ .01 par value
Redeemable Warrants


     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


Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of registrant's knowledge, in definitive proxy or


<PAGE>

information statements incorporated by reference in Part III of this form 10-KSB
or any amendment to this Form 10-KSB. (X)

State issuer's revenues for its most recent fiscal year. $590,227

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the last 60
days. $13,363,339, based upon a closing price of $2.75 on March 31, 1998


                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State  the number of  shares   outstanding of  each issuer's  classes of  common
equity, as of the latest practicable date. 6,922,197 shares as of March 27, 1998

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


                       DOCUMENTS INCORPORATED BY REFERENCE

          Document                      Part of 10-KSB in which incorporated
                                     


<PAGE>


                                     PART I



Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

                              

Results of Operations

General

        Worldwide  Entertainment & Sports Corp. (the "Company") 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 media  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)
requires 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.


<PAGE>



         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  to  3%  or  4%,
respectively,   for  professional   football  and  basketball  player  contracts
(although often 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 NBA and NFL 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  player's  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.

Year Ended December 31, 1997 Compared with the Year Ended December 31, 1996
   
         Revenues  for the year  ended  December  31,  1997  were  $590,227,  as
compared to $322,378 for the year ended  December 31, 1996.  Purse income in the
1997 fiscal year decreased to $168,224 from $232,437 for the 1996 fiscal year as
a result of a  decrease  in the number of bouts with  substantial  purses.  This
decrease  was due in part to a scheduled  opponent of Ray  Mercer's  canceling a
fight due to an injury and Mr. Mercer's failure to schedule any bouts during the
remainder of 1997 because he underwent surgery to correct a chronic neck injury.
This  decrease was offset by an increase in contract  agency fees to $208,009 in
fiscal 1997, as compared to $30,424 in fiscal 1996, as a result of the hiring of
an additional  registered  contract advisor by the Company's WWFM subsidiary and
the  increase in the number of NBA and NFL players  represented  by the Company.
The contract agency fees in the 1997 fiscal year include approximately  $175,000
and $33,000  generated  by the  Company's  football and  basketball  operations,
respectively,  as  compared  to  revenues  of  approximately  $22,000 and $8,000
generated by its football and basketball operations,  respectively,  in the 1996
fiscal year. In addition,  during 1997, the Company recognized television income
in the amount of $87,500,  resulting from a televised  fight on USA Network and,
further,  for the fiscal year ended December 31, 1997  endorsement and marketing
fee income  increased  to  $93,404,  as  compared to $23,080 for the 1996 fiscal
period, as a result of increased activities by the Marketing Division of WWTS.



<PAGE>



     Promotion and other operating expenses increased to $3,804,612 for the 1997
fiscal year as compared to $2,069,038 for the 1996 fiscal year. Such increase is
primarily  as a result of the  increase  in total  salaries  from  approximately
$685,000  in  fiscal  1996 to  approximately  $1,266,000,  due to the  hiring of
additional  contract advisors and marketing  personnel for the football and team
sports divisions,  which increased such salaries from approximately  $109,000 in
1996 to $300,000 in 1997 thereby  accounting for approximately  $181,000 of such
increase,  additional salary expense in the Company's basketball operations as a
result of a full year of operations in 1997,  which increased such salaries from
approximately  $186,000  in 1996 to  $284,000  in 1997  thereby  accounting  for
approximately  $98,000 of such  increase,  as well as  increased  administrative
salaries in 1997 from approximately $200,000 in 1996 to $445,000 in 1997 thereby
accounting for approximately $245,000 of such increase. In addition, promotional
and  recruiting  expenses,   consisting  largely  of  travel  and  entertainment
expenses,  increased from approximately $316,000 in fiscal 1996 to approximately
$540,000 in fiscal 1997 in  conjunction  with the Company's  increased  level of
activities  in  the  player  agency  and  marketing  areas.  Of  such  increase,
approximately 48% is attributable to the Company's  basketball  operations which
increased from approximately $47,000 in 1996 to $157,000 in 1997,  approximately
38% is  attributable  to its football and marketing  operations  which increased
from  approximately  $67,000 in 1996 to  $152,000  in 1997,  and the  balance is
attributable  to  its  boxing  operations  which  increased  from  approximately
$202,000 in 1996 to $225,000 in 1997. In addition,  professional  and consulting
fees in 1997 aggregated  approximately  $796,000,  as compared to  approximately
$162,000 in 1996,  as a result of the  Company's  increased  legal and financial
consulting  fees  incurred  as a public  company  and as a result  of  incurring
additional  expenses  in 1997 in  connection  with  pursuing  several  potential
acquisitions and business transactions which ultimately were not consummated. In
addition,  in 1997,  the Company  increased  its use of outside  consultants  in
connection  with its  increased  level of activity in the areas of player agency
and  marketing.   General  and  administrative   expenses  represent  the  final
significant component of other operating expenses,  which similarly increased as
a result of an increase in overall operations.
    

         As a  result  of the  foregoing,  net loss for the  fiscal  year  ended
December 31, 1997  increased to  $3,184,957  as compared to  $2,156,198  for the
December 31, 1996 fiscal year.

Year Ended December 31, 1996 Compared with the Year Ended December 31, 1995

         Net revenues for the year ended December 31, 1996,  were  $322,378,  as
compared to $241,621,  for the year ended  December 31, 1995.  During 1996,  the
Company was actively  engaged in the management of its four boxers,  as compared
to 1995,  during much of which the Company was actively managing only one boxer,
Mr. Briggs.  Purse income  increased to $232,437 for 1996 compared to $75,794 in
1995 as a result of an  increase  in the number of bouts and an  increase in the
level of the purses.  In addition,  during 1996,  the Company  first  recognized
endorsement  and  agency  revenue   representation   of  team  sports  athletes,
aggregating  $53,504.  No such  revenues  were received by the Company for 1995.
During the year ended December 31, 1995, the Company  purchased tickets to bouts
and then resold the tickets to aid in the distribution of tickets. Such practice
was  not  for the  purpose  of  generating  gain  on the  sale  of the  tickets.
Accordingly,  ticket revenues for the year ended December 31, 1996 were $12,636,
compared  to  $144,227  for  1995.   Such  revenues  are  largely  offset  by  a
corresponding expense for ticket costs.


<PAGE>



Therefore,  this change does not result in a significant impact on the Company's
results of operations.

         Total  expenses  increased  for  the  year  ended  December  31,  1996,
increased  to  $2,368,763,  from  $1,077,037,  for  1995.  Promotion  and  other
operating  expenses  increased to $2,069,038,  for 1996, as compared to $645,124
for 1995 as a result  of (1)  $315,730  of  travel  and  entertainment  expenses
incurred in connection with the recruitment of professional football players and
Agents for Team  Sports and in  connection  with  bouts for the  Company's  four
boxers,  and (2) $676,746,  in payroll expenses as a result of the hiring of the
registered NFL Agent for the WWTS subsidiary and additional staff personnel.  In
addition,   there  were  approximately  $324,389  of  expenses  for  promotional
materials  and other  public  relations  expenses  for the year.  The year ended
December 31, 1996, also included $ 141,340, of interest expense  attributable to
the 10%  promissory  notes  issued  in  connection  with the  Company's  private
placement  which  originated  in  September  1995,  as well as $100,000  paid in
connection  with the  termination  of an agreement with a trainer for one of the
Company's  boxers.  Accordingly,  the  Company's  net loss  for the  year  ended
December 31, 1996, increased to $2,156,198, from $869,303, for 1995.

Six Months Ended June 30, 1998 Compared with Six Months Ended June 30, 1997

         Net revenues for the six months ended June 30, 1998 were  $923,015,  as
compared  to  $211,739  for the six months  ended June 30,  1997.  Purse  income
increased to $604,512  for the 1998 period,  as compared to $27,201 for the 1997
period as a result of the size of the  purse  for a Shannon  Briggs  heavyweight
championship  fight  against  Lennox Lewis.  In addition,  during the six months
ended June 30, 1998, the Company recognized  merchandise  revenues from the sale
of memorabilia, which operation was started in March 1998. Television revenue in
1997 was from the receipts from a televised  boxing card promoted and managed by
the Company. No similar operations were undertaken by the Company in 1998.

         Total  expenses  for the six months  ended June 30, 1998  increased  to
$2,571,557,  as compared to  $1,988,210  for the six months ended June 30, 1997.
Training  and related  expenses  increased  to $438,597 for the six months ended
June 30,1998 from $330,733 for the 1997 period,  as a result of the  preparation
for the  Briggs  championship  bout.  Promotion  and  other  operating  expenses
increased to $2,132,960 for the 1998 six-month  period as compared to $1,657,477
for the 1997 six months. The principal increase in these expenses relates to the
opening of the memorabilia division.

         As a result of the  foregoing,  net loss for the six months  ended June
30, 1998  decreased to $1,598,807 as compared to $1,725,004  for the  comparable
June 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 June 30, 1998, the Company had working capital of
$2,120,614,  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  $643,000 per annum, which could increase
if the Company  develops a need for additional  executive  management.  Training
expenses for the ensuing year are estimated at approximately $600,000, depending
upon the number of bouts.  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.  Although the Company believes
that its  current  cash  and cash  equivalents  will be  sufficient  to fund its
operations over the next 12 months or longer, 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.  There can be no assurance  that any such financing will be available
to the Company on favorable terms, if at all.


<PAGE>
     This Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
1997,  is being  amended by this Form  10-KSB/A  to add certain  discussion  and
analysis to Item 6 of the Annual Report.

                                   SIGNATURES


         In  accordance  with  Section  13 or 15(d)  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.



              By:              /s/ Marc Roberts
                               Name: Marc Roberts 
                               Title: President and Chief Executive Officer


             Date:             November 13, 1998