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

                                  FORM 10-KSB/A

(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>


   
     Total   expenses  for  the  year  ended  December  31,  1997  increased  to
$3,879,442,  as compared to $2,368,763 in fiscal year 1996. Boxing, training and
related  expenses  decreased  slightly to $228,088 for the 1997 fiscal year from
$232,549  for the 1996 fiscal  year.  Although  training  expenses  for the 1997
fiscal year decreased significantly as a result of the decrease in the number of
bouts,  the 1997 fiscal  year also  included  approximately  $83,000 of expenses
relating to the  promotion by the Company of a boxing  event in 1997.  Promotion
and other operating expenses increased to $3,651,354 for the 1997 fiscal year as
compared to $2,036,214 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.
       

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 and to revise certain line items of
the Company's financial statements.

                                   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 18, 1998

<PAGE>



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS








Independent Auditors' Report                                   1

Consolidated Balance Sheet as of December 31, 1997 and 1996    2

Consolidated Statement of Operations
   Years Ended December 31, 1997 and 1996                      3

Consolidated Statement of Cash Flows
   Years Ended December 31, 1997 and 1996                      4

Consolidated Statement of Changes in Stockholders' Equity
   Years Ended December 31, 1997 and 1996                      5

Notes to Consolidated Financial Statements                   6-16



<PAGE>
                          INDEPENDENT AUDITORS' REPORT




TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
   WORLDWIDE ENTERTAINMENT & SPORTS CORP.


           We have  audited  the  accompanying  consolidated  balance  sheet  of
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES as of December 31, 1997,
and the related consolidated statements of operations, cash flows and changes in
stockholders'  equity  for the year then  ended.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

           We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

           In our opinion,  the consolidated  financial  statements  referred to
above  present  fairly,  in all material  respects,  the  financial  position of
WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES as of December 31, 1997,
and the results of their operations and their cash flows for the year then ended
in conformity with generally accepted accounting principles.







                           Friedman Alpren & Green LLP

   
New York, New York
February 19, 1998, except for
Notes 11 and 12, as to which 
the dates are March 27, 1998
and November 17, 1998, respectively
    


<PAGE>
                                            Rosenberg Rich
                                            Baker Berman
                                            & C O M P A N Y

                          A PROFESSIONAL ASSOCIATION OF
                          CERTIFIED PUBLIC ACCOUNTANTS

                   195 Maplewood Avenue o Maplewood, NJ 07040
                        201-763-6363 o FAX: 201-763-4430


                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors and
Stockholders of Worldwide Entertainment
 & Sports Corp. and Subsidiaries
29 Northfield Avenue
West Orange, NJ 07052

We have audited the  accompanying  balance  sheet of Worldwide  Entertainment  &
Sports Corp. and Subsidiaries as of December 31, 1996 and the related statements
of  operations,  stockholders'  equity and cash  flows for the year then  ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Worldwide  Entertainment  &
Sports  Corp.  and  Subsidiaries  as of December 31, 1996 and the results of its
operations  and its cash  flows  for the year  then  ended  in  conformity  with
generally accepted accounting principles.

ROSENBERG RICH BAKER BERMAN & COMPANY



Maplewood, New Jersey
February 18, 1997

                 

<PAGE>



             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                           DECEMBER 31, 1997 AND 1996



                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                                <C>                   <C>
                                                                                       1997                  1996
                                                                                   -------------         --------
Current assets
   Cash and cash equivalents, including restricted cash of
     $120,000 in 1996                                                              $     745,137         $     791,505
   Certificates of deposit                                                             1,060,049               300,000
   Marketable securities                                                                   -                 3,098,760
   Accounts and loans receivable, less allowance for doubtful
     accounts of $15,000 and $600                                                        295,765                12,396
   Prepaid expenses and other current assets                                              21,890                57,136
   Due from boxers, less allowance of $141,121 and $38,853                               377,184                92,458
   Deposit                                                                                 -                    43,150
                                                                                   -------------         -------------

           Total current assets                                                        2,500,025             4,395,405

Property and equipment - at cost, less accumulated depreciation                           21,029                56,195

Other assets
   Deferred consulting expense                                                             -                   150,000
   Due from related party, less allowance of $46,559 and $30,710                          46,559                30,711
   Security deposits                                                                       6,950                 5,950
   Other                                                                                   -                    15,000
                                                                                   -------------         -------------

                                                                                   $   2,574,563         $   4,653,261
                                                                                   =============         =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Accounts payable and accrued expenses                                           $     217,964         $     488,110
   Note payable, bank                                                                      -                    25,515
   Escrow payable                                                                        155,344               149,156
   Due to related party                                                                    -                   168,826
   Advance on letter of credit                                                             -                    70,000
                                                                                   -------------         -------------

           Total current liabilities                                                     373,308               901,607
                                                                                   -------------         -------------

Stockholders' equity
   Preferred stock, $.01 par value; 5,000 shares authorized,
     none issued                                                                           -                     -
   Common stock, $.01 par value; 20,000,000 shares authorized,
     6,262,197 and 5,153,255 shares issued                                                62,622                51,533
   Additional paid-in capital                                                          8,396,247             6,763,561
   Accumulated deficit                                                                (6,245,264)           (3,060,307)
   Demand note receivable for common stock                                          (     12,350)         (     12,350)
   Unrealized gain on marketable securities                                                -                     9,217
                                                                                   -------------         -------------

                                                                                       2,201,255             3,751,654
                                                                                   -------------         -------------

                                                                                   $   2,574,563         $   4,653,261
                                                                                   =============         =============

</TABLE>



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                                        


<PAGE>



             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 1997 AND 1996


<TABLE>
<CAPTION>
<S><C>                                                                          <C>                   <C>
                                                                                      1997                  1996
                                                                                ---------------       ---------------
Revenues
   Purses                                                                              $168,224              $232,437
   Contract and agency fees                                                             208,009                30,424
   Endorsements and marketing fees                                                       93,404                23,080
   Television income                                                                     87,500                 -
   Commissions                                                                            -                    22,793
   Ticket revenues                                                                       33,090                12,636
   Merchandise revenues                                                                   -                     1,008
                                                                                ---------------       ---------------

                                                                                        590,227               322,378
                                                                                ---------------       ---------------
   
Expenses (Reclassified)
   Boxing, training and related expenses                                                228,088               232,549
   Promotion and other operating expenses                                             3,651,354             2,036,214
   Other                                                                                  -                   100,000
                                                                                ---------------       ---------------
    
                                                                                      3,879,442             2,368,763
                                                                                ---------------       ---------------

           Loss from operations                                                  (    3,289,215)       (    2,046,385)
                                                                                ---------------       ---------------

Other income (expenses)
   Interest and dividend income                                                         103,240                21,941
   Interest expense                                                                       -            (      141,340)
   Other                                                                                  6,807                10,916
                                                                                ---------------       ---------------

                                                                                        110,047        (      108,483)
                                                                                ---------------       ---------------

           Loss before income taxes                                              (    3,179,168)       (    2,154,868)

Income taxes                                                                              5,789                 1,330
                                                                                ---------------       ---------------

           Net loss                                                              (    3,184,957)       (    2,156,198)

Accumulated deficit, beginning of year                                           (    3,060,307)       (      904,109)
                                                                                ---------------       ---------------

           Accumulated deficit, end of year                                     $(    6,245,264)      $(    3,060,307)
                                                                                ===============       ===============

Weighted average of common shares outstanding                                         5,369,127             4,116,096
                                                                                ===============       ===============

Basic loss per share                                                            $(         .59)       $(.52)
                                                                                ==============        =====
</TABLE>






The  accompanying  notes are an integral  part of these  consolidated  financial
statements.




<PAGE>



             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 1997 AND 1996


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

                                                                                      1997                  1996
                                                                                 --------------        ---------
Cash flows from operating activities
   Net loss                                                                      $  (3,184,957)        $  (2,156,198)
   Adjustments to reconcile net loss to net cash
     used in operating activities
       Depreciation and amortization                                                      7,226                24,014
       Provision for doubtful accounts                                                  126,788                  -
       Common stock issued for consulting and other services                            284,470                  -
       Stock-based compensation                                                          26,338                  -
       Realized gain on marketable securities                                       (     9,217)                 -
       Gain on sale of transportation equipment                                     (     6,289)                 -
       Changes in assets and liabilities                                                                         -
         Accounts receivable                                                        (   406,437)          (    12,396)
         Due from or to boxers                                                      (   288,446)               58,900
         Prepaid expenses and other assets                                              242,396           (    73,373)
         Escrow payable                                                                   6,188               126,250
         Due to related party                                                       (   168,826)                 -
         Accounts payable and accrued expenses                                      (   270,146)              107,949
         Advance on letter of credit                                                (    70,000)               70,000
                                                                                 --------------        --------------

           Net cash used in operating activities                                    ( 3,710,912)          ( 1,854,854)
                                                                                 --------------        --------------

Cash flows from investing activities
   Purchase of certificates of deposit                                              (   760,049)                 -
   Proceeds (purchases) of marketable securities                                      3,098,760           ( 3,389,543)
   Acquisition of property and equipment                                                   -              (    39,045)
   Advances to stockholder                                                                 -                  131,956
   Proceeds from sale of transportation equipment                                        34,229                  -
   Due from related party                                                           (    15,848)                 -
                                                                                 --------------        -----------

           Net cash provided by (used in) investing activities                        2,357,092           ( 3,296,632)
                                                                                 --------------        --------------

Cash flows from financing activities
   Issuance of common stock                                                           1,332,967             6,499,092
   Deferred costs in connection with proposed public offering                              -                   47,148
   Proceeds from notes payable and debt                                                    -                   31,000
   Repayment of notes payable and debt                                              (    25,515)          ( 1,181,385)
                                                                                 --------------        --------------

           Net cash provided by financing activities                                  1,307,452             5,395,855
                                                                                 --------------        --------------

Net increase (decrease) in cash and cash equivalents                                (    46,368)              244,369

Cash and cash equivalents, beginning of year                                            791,505               547,136
                                                                                 --------------        --------------

Cash and cash equivalents, end of year                                           $      745,137        $      791,505
                                                                                 ==============        ==============

Supplemental cash flow disclosures
   Interest paid                                                                 $         -           $      141,340
   Income taxes paid                                                                     26,338                  -

Noncash financing activities
   Issuance of common stock for consulting and other services                           284,470                  -
   Stock-based compensation charged to expense                                            6,489                   880

</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
<PAGE>


             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 1997 AND 1996




<TABLE>
<CAPTION>
<S><C>                                     <C>                          <C>               <C>              <C>            <C>
                                                                                                            Demand Note   Unrealized
                                                                             Additional                     Receivable     Gain on
                                                   Common Stock               Paid-in      Accumulated      for Common    Marketable
                                               Shares         Amount       Capital           Deficit        Stock         Securities
Balance, January 1, 1996                      3,719,921   $    37,200   $    78,803      $    (904,109)   $ (12,350)         $  -
Issuance of common stock                         33,334           333       199,667              -             -                -
Proceeds from stock offering                  1,400,000        14,000     6,485,091              -             -                -
Net loss                                           -             -             -            (2,156,198)        -                -
Unrealized gain on
   securities available for sale                    -             -             -                 -            -             9,217

Balance, December 31, 1996                    5,153,255        51,533     6,763,561         (3,060,307)     (12,350)          9,217
Issuance of common stock
   Claim settlement                              11,000           110         6,620              -             -                -
   Consulting services                          325,000         3,250       262,250              -             -                -
   Trainer's services                             8,500            85        12,155              -             -                -
   Private placement                            764,442         7,644     1,612,350              -             -                -
Net loss                                           -             -             -            (3,184,957)        -                -
Change in unrealized gain on marketable
   securities                                      -             -             -                 -             -             (9,217)
Stock-based compensation - options                 -             -           26,338              -             -                -
Cost of private placement                          -             -       (  287,027)             -             -                -

Balance, December 31, 1997                    6,262,197   $    62,622  $  8,396,247      $(  6,245,264)   $ (12,350)        $  -0-

</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>

             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




1 - ORGANIZATION

          Descriptions of companies  included in the  accompanying  consolidated
financial statements are as follows:

          Worldwide   Entertainment   &  Sports   Corp.   ("WWES"),   which  was
     incorporated in Delaware on August 15, 1995 to provide  management,  agency
     and  marketing   services  to  professional   athletes  and   entertainers,
     principally boxers.

          Worldwide Team Sports, Inc. ("WWTS"),  a wholly owned subsidiary which
     was  incorporated  in Delaware  on January 23, 1996 to provide  management,
     agency  and  marketing  services  to  professional  athletes,   principally
     football players.

          Worldwide Basketball Management, Inc. ("WWBM"), which was incorporated
     in Delaware on August 1, 1996 to provide  management,  agency and marketing
     services  to  basketball  players.  WWBM  is  owned  80% by  WWES,  and the
     remaining 20% is owned by two principals  formerly  associated  with Impact
     Sports Management, LLC ("Impact").

          Worldwide Football Management,  Inc. ("WWFM"),  which was incorporated
     in Delaware on March 10, 1997 to provide  management,  agency and marketing
     services to football players.  WWFM is owned 80% by WWES, and the remaining
     20% is owned by an individual who is a certified player's agent listed with
     the National  Football  League  Players  Association.  WWFM was inactive in
     1997.

     Worldwide Sports Promotion,  Inc. ("WWSP"), a wholly owned subsidiary which
was  incorporated  in  Delaware  on  March  4,  1997 to  provide  marketing  and
promotional services to professional athletes, principally boxers.

     Worldwide Bobcats Football,  Inc. ("WWBF"), a wholly owned subsidiary which
was incorporated in Delaware on October 17, 1997 to purchase the Florida Bobcats
arena football team. Management has since decided not to purchase the team.



<PAGE>



             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation

          The consolidated  financial  statements  include the accounts of WWES,
     its wholly owned subsidiaries and its 80% owned subsidiaries (collectively,
     the "Company"). All significant intercompany balances and transactions have
     been eliminated.

          As  discussed in Note 1, WWES has an 80%  ownership  interest in WWBM;
     the remaining 20% interest is owned by the two officers of WWBM. Net losses
     of WWBM for the years ended  December 31, 1997 and 1996 were  approximately
     $308,000  and  $553,000,  respectively.  The  accumulated  deficit  of  the
     minority  interest  exceeded the minority interest in the equity capital of
     WWBM as of  December  31,  1997  and  1996 by  approximately  $172,000  and
     $111,000,  respectively.  Such  excesses  were charged  against  WWES,  the
     majority interest, and was reflected in the statement of operations for the
     years ended December 31, 1997 and 1996.

     Marketable Securities

          Marketable   securities  at  December  31,  1996   consisted  of  debt
     securities which were classified as  available-for-sale  in accordance with
     the provisions of Statement of Financial  Accounting Standards ("SFAS") No.
     115,  "Accounting for Certain  Investments in Debt and Equity  Securities",
     and are reported at their fair value of  $3,098,760.  Unrealized  gains and
     losses were reflected as a separate component of stockholders' equity.

     Due from Athletes

          The Company makes  unsecured  interest-free  loans to boxers and other
     athletes.  Repayments by boxers are made from  authorized  deductions  from
     fight purses.

     Property and Equipment

          Property and  equipment are stated at cost.  Depreciation  is computed
     using primarily  accelerated methods over the estimated useful lives of the
     assets, which range from 5 to 7 years.


<PAGE>



             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     New Accounting Pronouncement

          In February 1997, SFAS No. 128,  "Earnings per Share",  was issued. It
     establishes  standards  for  computing  and  presenting  earnings per share
     ("EPS"),  replaces the  presentation  of primary EPS with a presentation of
     basic EPS, and requires dual presentation,  where applicable,  of basic and
     diluted EPS on the face of the consolidated  statement of operations.  SFAS
     No. 128 was effective for financial  statements  issued for periods  ending
     after  December 15,  1997.  The adoption of SFAS No. 128 did not affect the
     Company's EPS data for the years ended December 31, 1997 and 1996.

     Basic Loss Per Share

          Basic 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 have been
     anti-dilutive.

     Revenue Recognition

          Purse  revenue  represents a  percentage  of a boxer's  purse,  and is
     recognized upon completion of a fight.  Ticket and commission  revenues are
     recognized  at the time of the fight.  Contract and agency fee revenues are
     recognized  during the various athletic  seasons on a pro rata basis.  Such
     revenues are therefore  recognized from the period November 1 through May 1
     for basketball, and September 1 through January 1 for football.

     Use of Estimates

          Management  uses  estimates  and  assumptions  in preparing  financial
     statements.  Those estimates and assumptions affect the reported amounts of
     assets  and   liabilities,   the   disclosure  of  contingent   assets  and
     liabilities, and the reported revenues and expenses.



<PAGE>



             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Income Taxes

          WWES and its  subsidiaries  file a  consolidated  Federal  income  tax
return.

          The Company accounts for income taxes in accordance with SFAS No. 109,
     "Accounting  for  Income  Taxes",   determining  deferred  tax  assets  and
     liabilities  using the liability  method.  Deferred taxes are recognized on
     net  operating  loss   carryforwards  and  differences   between  financial
     reporting  and income tax bases of assets and  liabilities,  using  enacted
     income tax rates.

     Stock-Based Compensation

          In 1996, WWES adopted the provisions of SFAS No. 123,  "Accounting for
     Stock-Based  Compensation",   which  prescribes  accounting  and  reporting
     standards for all stock-based  compensation plans, including employee stock
     options,  restricted  stock, and stock  appreciation  rights. In accordance
     with SFAS No. 123, the Company  recognizes  expense for stock-based  awards
     based on the estimated fair value on the date of the grant (see Note 7).

     Cash and Cash Equivalents

          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.

          The Company maintains cash balances in several financial institutions,
     which are insured by the Federal  Deposit  Insurance  Corporation for up to
     $100,000 at each institution. At December 31, 1997, the Company's uninsured
     cash balances were  approximately  $1,128,000,  including  certificates  of
     deposit.

     Reclassifications

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



<PAGE>



             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




3 - PROPERTY AND EQUIPMENT

          Property and equipment consist of the following:

                                         1997                  1996
                                      -----------           --------

 Gym equipment and furniture           $    56,575           $    56,450
 Transportation equipment                    -                    31,000
 Leasehold improvements                      7,116                 7,116
                                       -----------           -----------

                                            63,691                94,566
    Less - Accumulated depreciation
      and amortization                      42,662                38,371
                                       -----------           -----------

                                       $    21,029           $    56,195
                                       ===========           ===========

     Depreciation  expense was $7,226 and  $11,027 for the years ended  December
31, 1997 and 1996, respectively.


4 - ESCROW PAYABLE

          The Company is holding  funds in escrow on behalf of two boxers  until
release is requested.




<PAGE>



             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




5 - INCOME TAXES AND DEFERRED INCOME TAXES

          Income taxes and components of deferred tax assets are as follows:

                                  December 31,
                                    1997 1996
Income taxes
  State income taxes                  $          5,789     $1,330
                                      ================     ======

Deferred tax assets
  Net operating loss carryforwards    $      2,103,258     $786,977
  Stock-based compensation                       8,955         -
                                      ----------------     ------------

                                             2,112,213      786,977

     Less - Valuation allowance             (2,112,213)    (786,977)
                                      ----------------     ------------

           Net deferred tax asset     $-0-                 $-0-
                                      ===========          ====

          The  Company  has  available  net  operating  loss   carryforwards  of
     approximately  $6,245,000,  which may be  utilized  to reduce  any  Federal
     taxable income through 2012.


6 - COMMON STOCK

          On October 22,  1996,  WWES,  in its  initial  public  offering,  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.


<PAGE>



          WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




6 - COMMON STOCK (Continued)

              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  offering at $2.25 a share,  for a total
              of $1,494,994.


7 - STOCK OPTION PLAN

          On July 1, 1996, WWES adopted the 1996 Stock Option Plan (the "Plan"),
     which  provides that certain  options  granted  thereunder  are intended to
     qualify as  "incentive  stock  options"  under Section 422A of the Internal
     Revenue Code.  Nonqualified options may also be granted under the Plan. The
     Plan  authorizes  the issuance of  qualifying  options to purchase  500,000
     shares.  The option price per share for the incentive  stock option will be
     determined at the time of grant,  but will not be less than the fair market
     value  of  the  common  stock  on  such  date  or,  in  the  case  of a 10%
     stockholder, no less than 110% of the fair market value of the stock on the
     grant date.

          On September 16, 1997, 435,000  qualifying options were granted,  with
     an exercise price of $2.875,  and 11,000  options were granted  outside the
     Plan with an exercise price of $2.875, all for a term of 10 years.

          On December 9, 1997, the Board of Directors of WWES granted 50,000 and
     115,000  nonqualifying  options  exercisable  at $2.00 and  $2.875 a share,
     respectively,  with  a  5-year  term,  and  147,500  nonqualifying  options
     exercisable at $2.875 with a 10-year term.

          On January 28, 1998,  the Board of Directors  of WWES  authorized  the
     issuance of 320,000  nonqualifying  options,  exercisable at $1.50 a share,
     with a 10-year term.

          WWES accounts for stock options under the fair value method,  pursuant
     to SFAS  No.  123 (see  Note 2).  The  fair  value  of  these  options  was
     calculated at the date of grant using a Black-Scholes  option pricing model
     assuming a  risk-free  interest  rate of 5.47% and a  volatility  factor of
     expected market price of WWES's common stock of 130%.  Under the provisions
     of SFAS No. 123,  WWES's  compensation  expense  arising  from the grant of
     stock options for the year ended December 31, 1997 was $26,338. The related
     deferred tax asset of $8,955 was  recorded  based on a 34% tax rate for the
     resulting temporary difference.


<PAGE>



             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




8 - LIFE INSURANCE POLICIES

          WWES is the  owner  and  beneficiary  of  $950,000  in life  insurance
     policies on the lives of boxers, and is also the owner and beneficiary of a
     $2,000,000  life  insurance  policy  on the  life  of its  chief  executive
     officer.


9 - RELATED PARTY TRANSACTIONS

          WWES made  payments of $31,696 and $61,421 on behalf of Impact  during
     the years ended  December 31, 1997 and 1996,  respectively.  The receivable
     from the related party is noninterest-bearing and unsecured.

          Boxing  tickets  purchased in 1996 at a cost of $28,453 from a company
     owned by the  principal  officer  were used for  promotional  purposes  and
     reflected  in other  operating  expenses  in 1996.  There  were no  similar
     purchases in 1997.


10 - COMMITMENTS AND OTHER MATTERS

     Management Contracts

          The Company has entered into  long-term  management  contracts  with a
     number of professional boxers, football players and basketball players. The
     Company  generally  receives  between 15% and 27-1/2% of purses from boxing
     matches  and  approximately  20%  of the  fees  from  endorsements,  public
     appearances and commercials.  Football and basketball  player contracts are
     for the term of their player contracts.  The Company generally  receives up
     to  4% of  players'  compensation  and  10%  to  20%  of  fees  earned  for
     endorsements and marketing.

     Settlement Agreements

          In August 1997, WWES settled disputes with consultants, issuing 11,000
     shares of  unregistered  common stock for services  rendered  having a fair
     value of $6,749.

          On August 29,  1996,  a  settlement  was reached  with a trainer for a
     boxer which  provided for the  termination  of a contract with the trainer.
     Total payments of $100,000 were made on this settlement.



<PAGE>



             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




10 - COMMITMENTS AND OTHER MATTERS (Continued)

     Letter of Credit

     At  December  31,  1997,   WWES  has  a  $100,000  open  letter  of  credit
collateralized by its $100,000 certificate of deposit.

     Consulting and Advisory Agreement

          On December 5, 1997,  WWES  entered  into a  consulting  and  advisory
     arrangement  with  respect  to a  $3,000,000  private  placement  of equity
     securities.  The consulting fee will be 8% of any equity capital raised. In
     addition,  if WWES closes on at least $1,000,000 of the private  placement,
     the consultant  will be entitled to purchase  100,000 shares of WWES common
     stock  at  $2.75 a share at any  time  from  the  date of  closing  through
     November 30, 2002.

     Employment Agreements

          WWES has entered  into a  five-year  employment  agreement  with a key
     executive  commencing  January 1, 1996,  which  provides  for a base annual
     salary of $190,000 and annual minimum guaranteed  increases of $25,000. The
     agreement  also  provides  for an annual  bonus  based on WWES  income,  as
     defined, and includes a termination provision. The executive is entitled to
     participate  in WWES's  incentive  stock  option plan and will be granted a
     minimum of 30% of the stock options to be issued by the plan at an exercise
     price  of  110% of the  fair  value  of the  stock.  WWES  has  obtained  a
     $2,000,000 key person life insurance policy on this executive's  life, with
     WWES as beneficiary.

          In  connection  with  its  formation,   WWBM  entered  into  five-year
     employment agreements with two key executives, effective September 1, 1996.
     The agreements provide each executive with an annual salary of $130,000,  a
     bonus of $50,000 and additional bonuses based on net revenues of WWBM. WWES
     is committed to fund up to $700,000 of  operating  expenses of WWBM,  which
     will increase to $1,000,000 if WWBM achieves certain performance goals tied
     to the  successful  recruitment  of NBA  players.  WWES  has the  right  to
     terminate the  agreement if WWBM's  aggregate  costs of  operations  exceed
     these funding obligations.

          In connection with its formation,  WWFM signed a five-year  employment
     agreement with a key executive,  effective  April 16, 1997,  which provides
     for annual  compensation  of $140,000,  a signing bonus of $75,000,  and an
     automobile allowance of $1,000 a month.


<PAGE>



             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




10 - COMMITMENTS AND OTHER MATTERS (Continued)

     Stockholder Agreements

          The  minority  stockholders  of WWBM,  who are also  officers of WWBM,
     entered into a  stockholder  agreement  with WWES,  providing  that, in the
     event WWES  desires to sell all of its  shares of WWBM  common  stock to an
     unrelated  third party,  and the  purchaser  demands to purchase all of the
     outstanding shares, then the minority stockholders are required to sell all
     of their shares to the  purchaser or  effectuate a share  exchange.  In the
     event of  termination  of  employment,  they  may  elect  to  effectuate  a
     share-for-share  exchange of shares with the common stock of WWES, based on
     exchange rates, as defined. These stockholders may elect the share exchange
     if either a minimum player threshold is met or WWBM has achieved  after-tax
     earnings of $6,000,000.

          The  minority  stockholder  of WWFM,  who is also an  officer of WWFM,
     entered into a  stockholder  agreement  with WWES,  providing  that, in the
     event  WWES  desires  to sell  all of its  shares  of  common  stock  to an
     unrelated  third party and the  purchaser  demands to  purchase  all of the
     outstanding shares, then the minority  stockholder will be required to sell
     all of his shares to the purchaser or elect to effectuate a share  exchange
     for shares of WWES in accordance with provisions of the agreement.

     Lease Agreement

          On February 10, 1997,  WWES  entered  into a limousine  lease.  Future
     annual minimum lease payments  required under the  noncancelable  operating
     lease are as follows:

                              Year Ending
                             December 31,

                                   1998                $    25,000
                                   1999                     25,000
                                   2000                     25,000
                                   2001                     20,000
                                                       -----------

                                                       $    95,000

                                                       


<PAGE>



             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




11 - SUBSEQUENT EVENTS

     From January 1, 1998 through  March 27, 1998,  the Company  issued  660,000
restricted  shares of Common Stock in connection with several private  placement
transactions for an aggregate  amount of $1,485,000.  The costs for the issuance
of these shares were  approximately  $60,000 in cash  commission and legal fees,
and 50,000 restricted shares which will be issued by the Company in lieu of
commissions.

12 - Reclassifications

   
     The Company has reclassified certain expenses presented in the Consolidated
Statement of  Operations  for the years ended  December 31, 1997 and 1996.  Such
reclassifications  of expense  were made to more closely  reflect the nature of
the Company's  operations  and did not result in any changes to the reported net
loss for each year.