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


                                      None.


<PAGE>


                                     PART I

Item  1.  Description of Business


Organization

         The Company was organized in August 1995 for the purposes of succeeding
to the boxing management  operations conducted by various entities controlled by
Marc Roberts and to engage in management of, and to provide agency  services to,
athletes in other sports and entertainers. In November 1995, the Company entered
into a management  agreement  with  heavyweight  prospect  Shannon  Briggs,  and
acquired all of the assets and assumed all of the  liabilities of Shannon Briggs
I, L.P., an entity  controlled by Marc Roberts which had previously  managed Mr.
Briggs.  In 1995,  the Company  acquired Marc Roberts  Boxing,  Inc.,  Merciless
Management,  Inc.  and The  Natural  Management,  Inc.,  entities  owned by Marc
Roberts through which he managed Tracy Patterson, Ray Mercer and Charles Murray,
respectively. Such corporations, together with Marc Roberts Inc. and SB Champion
Management  Inc.,  corporations  also owned by Mr.  Roberts,  were  subsequently
merged into the Company, and the Company entered into new management  agreements
with these boxers.  The business of managing the boxers is conducted through the
Boxing Division of the Company.

         In January  1996,  the Company  established  its Team  Sports  Division
through the  formation  of  Worldwide  Team  Sports,  Inc.  ("WWTS"),  initially
concentrating in the business of representing professional football players, and
employed a registered NFL contract  advisor in connection  therewith.  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"), a corporation 80% owned by the Company and 20% owned
by  WWBM's  President  and its  Vice  President.  In  March  1997,  the  Company
established  Worldwide  Football  Management,   Inc.  ("WWFM"),  as  a  separate
subsidiary to continue to provide agency,  marketing and management  services to
professional  football  players  and  hired an  additional  registered  contract
advisor  to serve as its  president.  WWFM is 80% owned by the  Company  and 20%
owned by its President.  The Company intends to establish  additional  divisions
within its Team Sports Division or create separate wholly-owned subsidiaries for
each additional  team sport into which the Company  expands its operations.  The
Company   established  two  additional   divisions  of  WWTS  --  the  Worldwide
Memorabilia Division, in March 1998 for the purpose of the procuring, developing
and  consuming  commercial   transactions  involving  sports  and  entertainment
memorabilia,  and the Worldwide  Marketing Division  ("WWMD"),  in 1997, for the
purpose of developing  commercial and marketing  opportunities  for athletes and
entertainers,  including  the  Company's  clients.  Also in  1997,  the  Company
established  Worldwide  Sports  Promotions,  Inc.  for the purpose of  promoting
sporting  events;  however,  it is not  expected  that  the  operations  of this
subsidiary will be significant in the future.




<PAGE>




The Boxing Division

         The Company's  boxing division is under the direct  supervision of Marc
Roberts,  the Company's  President.  Mr. Roberts has over 18 years experience in
the management of professional boxers. The Company's five boxers have engaged in
over 90 professional bouts while under Mr. Roberts'  management  (including time
periods  prior to the formation of WWES).  In addition to the  management of the
boxers identified below, the Company  continually seeks to selectively  identify
promising young boxers to solicit management opportunities.

         Professional Boxing

         The sport of boxing is overseen  primarily by four  organizations - the
World  Boxing  Association  ("WBA"),  the  World  Boxing  Council  ("WBC"),  the
International  Boxing  Federation  ("IBF")  and the  World  Boxing  Organization
("WBO") - which have established rules and regulations  governing conduct in the
ring.  Each of such entities,  which are comprised of various  foreign  national
boxing  commissions  and certain  state bodies,  set their own rules,  establish
their own medical and safety standards,  create their own rankings and designate
their own "world champions." Each sanctions particular championship and official
title-elimination  bouts. To hold a title in any of such organizations,  a boxer
must compete in places,  against opponents and under conditions specified by the
sanctioning body, one or more of which may sanction a particular bout.

         Professional boxers are divided into 17 weight classes ranging from the
"heavyweight"  division (190 lbs. and over) to the  "strawweight"  division (108
lbs. and under).  Boxers are ranked within their weight class and  predominantly
box opponents of the same or reasonably similar weight. Champions are crowned in
each division as well.  Bouts can be as long as 12 rounds,  usually reserved for
championship bouts, or as short as four rounds for bouts between young, untested
boxers.

         Boxing  matches are judged by three judges under the rules  dictated by
the state  boxing  authority  of the state in which the bout is located.  Unless
decided by a knockout or disqualification,  bouts are won or lost according to a
system of points  awarded to the boxer who landed the most,  and most  effective
punches during a bout. A referee presides over a match as the third party in the
ring,  insuring  that the boxers  box in  accordance  with the rules.  While the
judgment  of the  referees  and the judges is  generally  not subject to further
review,  the  nature of bout  judging is largely  subjective.  Therefore,  it is
impossible  to  predict  the  outcome  of a bout or, in turn,  the  professional
success  of a boxer.  A  decision  against  a boxer can  seriously  set back his
development into a contender and thus his ability to earn substantial purses.

         In  addition  to the  boxers,  judges and  referees,  the  business  of
professional  boxing  is  driven  by  promoters  and  managers.   Promoters  are
responsible for contracting boxers to bout agreements with designated opponents,
arranging  sites,  negotiating  broadcast  rights contracts and establishing and
paying the gross purses to the boxers.  Promoters  generally are also authorized
to sell  tickets  for the  matches  they  promote  and to exploit and market all
ancillary rights to the bout,  including without  limitation,  the broadcasting,
telecasting,  recording or filming of such contests for  exhibition on a live or
delayed basis in any and all media.

         The role of a manager,  such as the Company, is to advise its boxers on
career  development,  training and  business  planning  matters,  to solicit the
arrangement of matches with potential opponents,  to advise the boxers regarding
participation in bouts requested by others,  and to negotiate the terms thereof,
including  purse  payments,  and the  selection of opponents  with  promoters of
bouts. A manager's success is dependent


<PAGE>




upon, among other factors,  its boxers  participating in bouts with increasingly
higher  purses,  which is  directly  related to such  factors  as the  continued
success of the boxers and the  ability of the  manager to arrange  contests  and
exhibitions  of  sufficient  interest  to the  public to  warrant  substantially
greater  purses.  The Company  believes  that  unless and until a boxer  attains
championship or, in the case of a heavyweight,  top contender status, his purses
will not be at a level which will generate  sufficient  revenues for the Company
to offset its costs and advances.

         The recruitment and development of young professional boxers is a major
expense of boxer  management.  A would-be  manager faces stiff  competition from
other  entities  in  pursuit of quality  boxers.  There are a limited  number of
potential participants for bouts with significant purses and a limited number of
promoters to organize such bouts. The securing of a boxer as a client requires a
great deal of attention  and a  demonstration  of a  willingness  and ability to
understand  and  appropriately  handle the  professional  and personal needs and
aspirations of the athlete.  The process can be time consuming and costly. Early
in a boxer's  career,  when  revenues  from his matches are too low to cover his
expenses  and cost of living,  a manager  must advance the costs for the boxer's
professional and often personal needs,  including,  but not limited to, training
expenses,  personal services, cost of food, clothing, shelter and medical costs.
It  usually  takes  several  years of boxing  before a boxer  reaches a level of
professional  success  whereupon  the revenue from his boxing is  sufficient  to
support  his  career  and to pay off his  manager's  advances.  There  can be no
assurance  that any boxer who may be managed by the Company in the future,  will
ever  generate   sufficient   revenues  to  allow  the  Company  to  recoup  its
expenditures.

         The Boxers

         The Company  currently  manages the following six  professional  boxers
pursuant to exclusive management contracts:

     Tracy Harris Patterson is the former World Champion in two different weight
classes:  WBC Super Bantamweight  Champion and IBF Junior Lightweight  Champion.
During 1996, Mr. Patterson won three bouts against Jose Figouera,  Harold Warren
and Jose Aponte. In 1997, Mr. Patterson lost a title fight with Arturo Gatti.

     Charles "The  Natural"  Murray has been boxing  professionally  since March
1989. Mr. Murray  formerly held the North American  Boxing  Federation (a lesser
sanctioning body) Junior Welterweight Championship and until 1997, was ranked in
the top ten by each of the WBC, IBF and WBA. Mr. Murray  previously held the IBF
Junior Welterweight World  Championship.  Mr. Murray was unsuccessful in his two
1997 bouts.

     Raymond  "Merciless  Ray"  Mercer  was the 1988  Olympic  heavyweight  gold
medalist and has been boxing  professionally since February 1989. Mr. Mercer was
formerly  the WBO  Heavyweight  World  Champion  and  the  IBF  Intercontinental
Champion.  Mr. Mercer lost to Lennox Lewis in May 1996,  and won in October 1996
against Tim  Whitherspoon.  Mr.  Mercer did not engage in any bouts in 1997 as a
result of a neck injury and subsequent  recovery from  corrective  surgery.  Mr.
Mercer resumed his boxing schedule in 1998.

     Shannon Briggs has been boxing  professionally  since July 1992. Mr. Briggs
fought  three times  during  1996.  He was  victorious  against Tim Ray and Eric
French,  and lost to  Darroll  Wilson.  Mr.  Briggs  fought  four times in 1997,
winning all four  matches.  Mr.  Briggs won by knockout  against Eric French and
Melton


<PAGE>




Bowen in February and April, respectively.  In June, Mr. Briggs won with a TKO
over Jorge Valdes.  In November of 1997, Mr. Briggs won a 12 round majority
decision against George Foreman.  In March 1998, Mr. Briggs lost a title bout
with Lennox Lewis, the WBC Heavyweight  Champion.  In April 1998, Mr. Briggs
renewed his management agreement for a five year term.

     Danell  Nicholson was a heavyweight  on the 1992 U.S.A.  Olympic team.  Mr.
Nicholson  lost a  decision  to the  gold  medalist  Felix  Savogne  at the 1992
Olympics.  After the 1992 Olympics Mr.  Nicholson  turned  professional  and has
since  amassed  a record of 28 wins,  with 22 by  knockout,  and 3  losses.  Mr.
Nicholson has won 5 consecutive bouts, the most recent victory a third round TKO
of Everett Mayo on January 31, 1998 coming under the Company's  management.  The
Company's  management  agreement  with Mr.  Nicholson,  signed in December 1997,
expires  in  December  1999,  at  which  time  the  Company  has  the  exclusive
irrevocable option, but not the obligation, to extend the term of the management
agreement for an additional 24 month period.

         Each of these boxers has entered into a management  agreement  with the
Company  pursuant to which the  Company  will  supervise  and direct the boxer's
training activities, negotiate business opportunities on behalf of the boxer and
oversee all  marketing  and  promotional  activities  regarding  the boxer.  The
Company  negotiates  with  promoters on behalf of its boxers to determine  which
bouts each boxer will  engage in and the terms of the purses to be paid for such
bouts. In exchange for providing such services, the Company retains a percentage
of the purses from all  professional  boxing  contests and  exhibitions  and all
fees,  honoraria  or  other  compensation  payable  to  the  boxer  for  product
endorsements,  speaking  engagements,  personal  appearances or other commercial
performances.  An amount  equal to --up to 10% each of the purses as well as all
fees,  honoraria or other compensation payable to the boxer is generally paid by
the boxer to his trainer. The balance of the purse is retained by the boxer.

         Unless  otherwise  stated,  the initial term of each of the  management
contracts is five years  expiring in 2001 or late 2000.  Although the  Company's
management contracts are not subject to cancellation by the boxers, there can be
no assurance that such individuals will honor their contractual obligations.

         In April 1997,  the Company  entered into a  promotional  contract with
Alex  Trujillo.  Mr Trujillo  turned  professional  in 1996.  Mr.  Trujillo is a
lightweight, with a record of 12-0, who competed in 8 bouts in 1997.
Mr. Trujillo's promotional contract expires in 2001.

         The Company has entered into an agreement  with Jesse  Ferguson and his
manager,  pursuant  to  which  the  Company  has the  right to  receive  a fixed
percentage  of the gross purse of any bout in which Mr.  Ferguson  engages.  The
underlying  contract  between Mr.  Ferguson  and his manager  expires in October
2000,  with the manager  having the ability to renew the  contract,  at his sole
discretion, for two successive 12 month periods.

         For the year ended December 31, 1997, the Company  recognized  revenues
of $168,224  attributable  to the  Company's  share of its boxers'  purses.  The
Company  has  recognized  limited  revenues  relating  to product  endorsements,
speaking engagements, personal appearances or other commercial performances from
its boxers.  Historically,  boxers  have not been  actively  solicited  for such
opportunities,  and therefore  the  generation  of  significant  revenue in this
regard is uncertain.  The Company nevertheless intends to seek to maximize these
opportunities  for its boxers through marketing  opportunities.  There can be no
guaranty of success in these efforts.

         Boxing Regulation


<PAGE>




         The management of professional  boxers and other athletes is subject to
licensing  and  regulation  by state  athletic  commissions  and  agencies.  The
Company's  President,  Marc Roberts,  has obtained  licenses to act as a manager
from the  governing  agencies  in New Jersey,  New York and  Nevada.  Management
licenses were obtained in the other host states  immediately  prior to the bouts
held  therein,  and  the  Company,  or  its  employees  or  representatives,  as
applicable,  will seek the appropriate  licenses from other states as warranted.
The various  state  athletic  commissions  have their own rules and  regulations
which govern  boxing  contests and events  taking place in their states and have
promulgated  their  own  standards  for  boxer-management  contracts,  including
maximum  permissible  duration and  management  fees.  In some  instances,  such
provisions  conflict with the  legislation  and rules and  regulations  of other
states,  as well as with the terms of the Company's  management  agreements.  To
date, the terms of the Company's  management  agreements have not restricted the
Company's  boxers  from  engaging  in  bouts  in  other  states.  The  Company's
management agreements provide,  however, that in the event any provision of such
agreements  is held invalid or  unenforceable  by a host state,  such  provision
shall be deleted or  construed in  accordance  with the rules of the host state.
Difficulties  or  failure in  obtaining  or  maintaining  required  licenses  or
approvals  from state athletic  commissions  or agencies or otherwise  complying
with their rules or  regulations  could  prevent the Company from  enforcing its
rights  under its  management  contracts  or placing  its boxers in  contests or
exhibitions in certain  states.  To date,  there have been no such  difficulties
with the Company's management agreements.

         Personal Injury Liability

         The use of the  Company's  boxing  training  facility  by  professional
boxers and others  entails a risk of  liability  claims for  injuries  sustained
while training or using equipment.  The Company  maintains  liability  insurance
coverage  in the amount of  $1,000,000  per  occurrence  and  $2,000,000  in the
aggregate.  In the event of a  successful  suit  against  the  Company,  lack or
insufficiency of insurance  coverage could have a material adverse effect on the
Company.


Team Sports Division

         Worldwide  Team Sports,  Inc.  ("WWTS") was  originally  formed for the
purpose of engaging in the business of providing contract negotiation, marketing
and advisory  services to, and on behalf of,  professional  team sport athletes.
The  Company  intends  to operate  through  sport-specific  divisions  employing
professionals  with  experience  as agents and contract  advisors  ("Agents") in
their  respective  sports  until such  time,  as in the case of  basketball  and
football,  that the level of the Company's operations warrants the establishment
of a separate  subsidiary  in which the  division  would  operate.  The  Company
intends to continue  to seek to hire or engage  additional  consultants  who are
established  professionals  with  rosters of  athletes  in various  professional
sports. Since the establishment of WWFM and WWBM as separate entities,  the Team
Sports  Division has been  comprised of its Marketing  Division and  Memorabilia
Division.  There  can be no  assurance  that any  additional  divisions  will be
successfully created or that acquisitions of established sports agency practices
will  be  successfully  completed.  The  Company  will  seek  to  integrate  the
operations  of WWTS with its other  divisions  so as to provide its clients with
professional  and commercial  services  intended to enable  athletes to maximize
their earning  potential  during their playing  careers and to capitalize on the
recognizability,  popularity  and  marketability  of  professional  athletes  in
today's media saturated sports environment.

         Agents  conduct  compensation  negotiations  on  behalf  of  individual
players and also  provide  advice and counsel in all other areas of the players'
professional careers, including career management decisions (e.g.,


<PAGE>




free agency options),  the development and execution of marketing strategies and
endorsement  opportunities.  In addition to establishing a relationship with the
athletes,  a knowledge  of the league,  team  personnel,  the league  collective
bargaining  agreements  and the mechanics of the league's  salary cap structure,
which limits the  aggregate  amount of salaries a team can pay its  players,  is
material to fulfilling the Agent's function. Agents must be able to assist their
clients in all stages of their careers. They must be familiar with the personnel
needs of the teams in the league to appropriately  market and arrange  showcases
for their rookie clients,  and also must be familiar with each team's salary cap
limitations to best position veteran free agents to sign with a particular team.
In  exchange  for such  services,  an Agent  generally  receives 2% to 4% of his
player's  team salary each season  (which  includes  the  player's  base salary,
signing bonus and any performance bonus actually received by the player), during
the length of the contract  which the Agent  negotiated  for his client with the
team.  That revenue stream  continues for so long as the player is paid pursuant
to such contract,  even if the client changes Agents during that span. Once that
contract is completed,  a player is free to use another Agent with no obligation
to his former Agent. An Agent's success therefore depends as much on his ability
to maintain a long term relationship with his players and his ability to attract
new valuable veteran and rookie talent as on his ability to negotiate  favorable
contracts for his players. Revenues generated by the renegotiation of a contract
originally  negotiated  by  another  Agent are based  solely on the  incremental
salary increase, if any, resulting from such renegotiation.

         Worldwide Football Management Inc.

         In  January  1996,  the  Company  established  its  involvement  in the
representation  of  professional  football  players  through WWTS and employed a
registered  NFL  contract  advisor in  connection  therewith.  In March 1997 the
Company hired a second  registered  contract  advisor and established  WWFM as a
separate,  wholly-owned  subsidiary  for the  purpose of  continuing  to provide
player agent  services to  professional  football  players,  including,  but not
limited to, contract  negotiation,  professional and personal advisory services,
and  the   identification   and   exploitation   of  endorsement  and  marketing
opportunities.  WWFM  intends to seek to identify  and  establish  relationships
primarily with those athletes whose athletic  abilities and personal  attributes
make them,  in the  opinion of WWFM's  management,  most  likely to realize  the
maximum  financial  benefit from their athletic careers under WWFM's  direction.
During the  1997-1998  NFL  Season,  the  Company  represented  20 NFL  players,
including,  among others,  Antonio Freeman,  Antonio London,  O.J.  McDuffie and
Rickey  Dudley.  The  Company  expects  that  its  Agents  will  sign to  player
representation  contracts  several  players  projected  to be National  Football
League draft picks.

         The Company  intends to further  develop  its  football  player  agency
business  through  additions to WWFM's  existing  professional  football  player
clientele  and through the hiring of additional  Agents with  existing  football
agency  businesses.  The  Company's  success in the  football  agency arena will
depend on its ability to acquire existing sports agency  practices,  attract and
retain the  services of football  industry  professionals,  and in turn,  on the
ability of those  professionals  to undertake the  representation  of successful
professional  athletes  and to maintain  such  relationships  for a  substantial
period  of  time.  The  NFL  Collective   Bargaining   Agreement   prohibits  an
organization  from serving as a player's  Agent,  and  therefore  the  Company's
football agency business growth will be dependent upon its ability to retain and
maintain the services, as employees or consultants, of Agents who are willing to
assign the  commissions  generated  thereby to the  Company  in  exchange  for a
salary, stock and other compensation.

         WWFM is owned 80% by the Company and 20% by its President, Mr. Segal.
The Company entered into an employment agreement with Mr. Segal, effective as of
April 16, 1997, pursuant to which Mr. Segal assigned the rights and interests to
the revenue generated by any individual with whom Mr. Segal signs to a


<PAGE>




valid  representation  agreement,  or with whom material  discussions  regarding
entering a  representation  agreement are had by Mr.  Segal,  the Company or its
employees or affiliates.

         Worldwide Basketball Management Inc.

         In August  1996,  the Company  formed WWBM for the purpose of providing
player agent services to professional  basketball  players,  including,  but not
limited to, contract  negotiation,  professional and personal advisory services,
and  the   identification   and   exploitation   of  endorsement  and  marketing
opportunities.  WWBM  intends to seek to identify  and  establish  relationships
primarily with those athletes whose athletic  abilities and personal  attributes
make them,  in the  opinion of WWBM's  management,  most  likely to realize  the
maximum  financial  benefit from their athletic careers under WWBM's  direction.
The  Company   currently   exclusively   represents  five  National   Basketball
Association ("NBA") players.

         NBA player  agents are  certified  by the National  Basketball  Players
Association ("NBPA") and are regulated by the terms of the Regulations Governing
Player  Agents which were adopted by the NBPA pursuant to the authority and duty
conferred  upon  the  NBPA as the  exclusive  bargaining  representative  of NBA
players  pursuant  to Section  9(a) of the  National  Labor  Relations  Act.  By
regulation,  a player agent must be an individual and not a corporation or other
entity.  Although the maximum fees which an Agent can charge or collect is 4% of
a player's  compensation  from the team, if an Agent negotiates a contract where
the player receives only the minimum season's  compensation under the Collective
Bargaining  Agreement,  the  Agent is  entitled  to only a  $2,000  fee for such
season. An Agent may also receive a greater  percentage,  often 15% to 20%, of a
player's compensation from endorsements and other sources of income. Pursuant to
the NBPA Regulations, the salaries earned by NBA rookies is fixed depending upon
the  position  the player is  selected  in the draft.  As a result,  agency fees
earned for negotiating rookie contracts are often limited to a small percentage.

         WWBM is owned  80% by the  Company  and 20% by its  President  and Vice
President.  In connection  with the formation of WWBM,  each officer signed five
year employment  agreements with WWBM,  effective September 1, 1996, pursuant to
which they  assigned  their  respective  rights and  interests  in the  revenues
generated  by players  signed  before  1996 and any  players  they sign to valid
player's representation agreements during their employment by WWBM.

         Worldwide Marketing Division

         The WWTS marketing division caters to the development of commercial and
marketing  opportunities for athletes and entertainers,  including the Company's
clients.  The Marketing  Division seeks to generate  opportunities for non-sport
exploitation  of  all of the  Company's  clients'  names  and  personalities  by
focusing on the lucrative  merchandising,  endorsement,  public  appearance  and
licensing  opportunities  available to today's better known athletes.  For these
efforts,  the Company  receives a percentage of any revenues  generated by these
opportunities  as a  commission,  customarily  ranging  from  10% and  20%.  The
Marketing Division also endeavors to arrange marketing  opportunities and public
appearances  for the  athletes  of other  agencies,  in which  event the Company
customarily shares up to 50% of the commission generated. The Marketing Division
currently  represents,  in addition to the  Company's  clients,  on an exclusive
basis,  the marketing  rights to LAR  Motorsports  and Kevin and Brian  Delaney,
professional snowboarders.

         Worldwide Memorabilia Division



<PAGE>




         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 owned by the  division's  president,  pursuant to which the
Company  receives a fixed  commission  on sales.  In  addition,  the  Company is
seeking to accumulate a catalog of professional 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. To date,
revenues from operations have been limited.


Competition

         The Company  faces intense  competition  from an  increasingly  crowded
field of sports agents. As professional athletes' salaries continue to grow, and
the  opportunities  for additional  revenues from  commercial  exploitation  and
endorsements  expand,  more  agents  enter into this  field,  which has  limited
barriers  to  entry.  In spite of the  growing  number  of  agents,  each  major
professional  sport is dominated by one or two major  agencies,  representing  a
substantial  number  of  players,  including  those  who  generate  the  highest
salaries.  This concentration of the recognized  revenue generating  athletes in
the hands of a few agents presents a potential  barrier which could prevent WWFM
and WWBM from realizing their growth objectives.

         The Marketing Division also faces competition from more established and
experienced  agencies such as Nike Sports  Management,  Steiner Sport Marketing,
The Marquee Group,  Inc., and Advantage  International,  which currently provide
endorsement  opportunities  to athletes.  There are no barriers to entry in this
industry and success is dependent upon successfully establishing and maintaining
relationships  with  persons  and  entities  capable  of  providing  endorsement
opportunities  and  identifying  trends and  issues to  capitalize  on  fleeting
popular currents.

         The  boxers  managed  by the  Company  face  intense  competition  from
numerous  professional  boxers in their  respective  weight  classes both in the
boxing  ring as well as for  participation  in bouts  and press  coverage.  Such
individuals  also  compete  for access to the  services  of  promoters  who have
sufficient  resources  to arrange  bouts with large  purses.  Many  boxers  have
long-term arrangements with promoters, potentially providing such boxers with an
advantage  in  arranging  such  bouts.  There  can  be  no  assurance  that  the
individuals  managed by the Company will be able to compete  successfully on any
of these levels.  Further,  the Company will be competing  with  numerous  other
managers and promoters,  including Don King Productions, Top Rank, Shelly Finkel
Management,  Cedric  Kushner  and Main  Events,  many of which may have  greater
financial  resources or  recognition  in the industry  than the Company,  in the
recruitment of new boxing talent.


Employees

         At December  31,  1997,  the Company  had 15  employees.  Three of such
persons  perform  executive  functions,  three  are  Agents,  two are  marketing
executives and four perform clerical or  administrative  functions.  The Company
believes  the number of persons  currently  employed  is adequate to conduct the
Company's current level of business operations. Because of the service nature of
the sports management  industry,  the Company intends to continue to seek to add
new  management  personnel  to expand into  additional  sports and to add to the
number of players represented by the Company.


<PAGE>





Item 2.  Description of Properties

         The Company's principal executive offices are currently located in West
Orange,  New Jersey on a  month-to-month  rental  basis.  The Company  currently
occupies  approximately 1,500 square feet of space, for which the Company pays a
monthly  base rental of  approximately  $1,650.  The  Company  leases its boxing
training   facility,   comprising   approximately   2,000  square  feet,   on  a
month-to-month basis, at a base monthly rental of $1,400. The Company intends to
relocate  its  training  facility  because  the Company  does not believe  these
facilities  are  adequate  for its  present  and  projected  needs.  The Company
believes it will be able to locate suitable space at base rental amounts similar
to those currently paid by the Company.


Item 3.  Legal Proceedings

         The Company did not engage in any material legal proceeding  during the
year ended December 31, 1997.


Item 4.  Submission of Matters to a Vote of Security Holders

         Not applicable.




<PAGE>




                                     PART II

Item 5.  Market for Common Equity and Related Shareholder Matters

         The  Common  Stock and  Redeemable  Warrants  are  traded on the Nasdaq
SmallCap  Market  System under the,  symbols  "WWES" and "WWESW",  respectively.
Until February 20, 1997,  Units  consisting of one share of Common Stock and one
Redeemable  Warrant were also traded on such market. The following reported high
and low  closing  sales  prices of the  Company's  Common  Stock and  Redeemable
Warrants for each quarter since the Company  initial public  offering in October
1996 were as follows:



                         Common Stock              Warrants
                         High     Low              High     Low
1996
         Fourth Quarter  7        4-3/4            1-1/4   11/16
1997
         First Quarter   5-3/8    1-3/4            1-1/4   3/8
         Second Quarter  3-1/16   1                1-3/16  3/8
         Third Quarter   3-1/4    1-5/32           5/8     3/16
         Fourth Quarter  4        1-1/2            25/32   9/32

         As of December 31, 1997, the approximate number of holders of record of
shares of the Company's Common Stock was 130.

         The Company has not paid a cash  dividend on the Common Stock since its
public  offering in October 1996. The Company  intends to retain future earnings
for  use in its  operations  and,  accordingly,  does  not  intend  to pay  cash
dividends in the foreseeable future.


Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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"), a corporation 80% owned by the
Company and 20% owned by WWBM's President and Vice President. In March 1997, the
Company established Worldwide Football Management,  Inc. ("WWFM"), a corporation
80%  owned by WWES and 20%  owned by its  President,  as a  separate  entity  to
continue its agency,  marketing and management services to professional football
players.  While the Company has succeeded to the operations of these businesses,
the prior operating results of such separate  businesses should not be viewed as
representative of the future results


<PAGE>




of operations of the Company.  The Company has only limited experience in the
field of player agency and contract advisory services.

         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 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 2% to 4% for professional
basketball  and  football  player   contracts   (although   occasionally   lower
percentages  are agreed upon, as in the case of NBA rookies with fixed  contract
terms) 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 the bouts. In addition, the magnitude
of the Company's  revenues can be expected to experience wide fluctuations based
upon the success or failure of the Company's boxers or the negotiation of player
contracts with significant bonus  provisions.  The Company's WWTS, WWBM and WWFM
subsidiaries can be expected to incur significant  expenditures during the first
eight  months  of each  calendar  year  (particularly  March  through  July) for
recruitment  and related  expenses,  and to receive its revenues during the last
four and first four  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.


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 to such  opponent and Mr.  Mercer's  failure to schedule any bouts during
the  remainder of 1997  because he  underwent  surgery to correct a chronic neck
injury  and his  subsequent  recovery  period.  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. In addition, during 1997, the
Company recognized television


<PAGE>




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.

     Total   expenses  for  the  year  ended  December  31,  1997  increased  to
$3,879,442,  as compared to $2,368,763.  Training and related expenses decreased
to $74,830 for the 1997 fiscal year from $199,725 for the 1996 fiscal year, as a
result  in the  decrease  in a number of bouts.  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,  as a result  in the  increase  in total
salaries as a result of the hiring of additional contract advisors and marketing
personnel,   as  well  as  increased  promotional  and  recruiting  expenses  in
conjunction  with the  Company's  increased  level of  activities  in the player
agency and  marketing  areas.  In  addition,  the  Company  incurred  additional
expenses in 1997 in  connection  with several  potential  business  acquisitions
which were ultimately not consummated.

         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.  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 $2,069,039,  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.




<PAGE>




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 December  31,  1997,  the Company had working
capital of  $2,126,717,  which amount was  primarily  the remaining net proceeds
from the Company's  initial public  offering in October 1996 as  supplemented by
proceeds of a private placement in the fourth quarter of 1997.

         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  $200,000,  depending upon
the number of bouts as well.  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.

     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.


Item 7.  Financial Statements

         See Financial Statements annexed.


Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

         On December 16, 1997, the  appointment of Rosenberg Rich Baker Berman &
Company as  independent  auditors for the Company was terminated by the Board of
Directors  of the  Company  and  Friedman  Alpren  & Green  LLP was  engaged  as
independent  auditors.  Rosenberg  Rich Baker  Berman & Company's  report on the
financial  statements  for  either of past two years did not  contain an adverse
opinion or disclaimer of opinion and was not modified as to  uncertainty,  audit
scope, or accounting principles.


                                    PART III


Item 9.  Directors, Executive Officers, Promoters and Control Persons;
                   Compliance With Section 16(a) of the Exchange Act



<PAGE>




         The directors and executive officers of the Company are as follows:

Name                       Age              Position

Marc Roberts               38               President, Chief Executive Officer,
                           President of Worldwide Team
                                            Sports, Inc. and Director
Roy Roberts                59               Chief  Financial Officer, Director
Allan Cohen, M.D.          56               Director
Dan Drykerman              50               Director
Herbert F. Kozlov          44               Director, Secretary
Harvey Silverman           57               Director
Mike Goodson               31               President, Worldwide Basketball
                                            Management, Inc.
Erik Rudolph               35               Chief Executive Officer, Worldwide
                                            Basketball
                                Management, Inc.
Joel Segal                 34               President, Worldwide Football
                                            Management, Inc.

         Marc  Roberts has been  President  and Chief  Executive  Officer of the
Company since its  inception in August 1995.  Since 1992,  Mr.  Roberts has been
engaged  in the  management  of  the  Company's  boxers  through  the  Company's
corporate  predecessors.  Mr.  Roberts  is  involved  in  various  real  estate,
restaurant and business ventures as a passive investor, none of which occupies a
significant portion of his business time.

         Roy Roberts has been Chief  Financial  Officer of the Company since its
inception and as a director of the Company since July 1996. Mr. Roberts  devotes
his full time and attention to the Company.  Since 1991,  Mr. Roberts has served
as the President of Sparkle Industries,  a commercial maintenance company in New
Jersey.  He also served,  until 1995, as the Chairman and Chief Operating Office
of Palisades Entertainment, Inc., a motion picture film distributor specializing
in special interest, rock and roll and animation films. Mr.
Roberts is Marc Roberts' father.

         Allan Cohen,  M.D. has been a director of the Company since July 1996.
Dr. Cohen is engaged in the practice of medicine,  specializing in
gastroenterology, and  has  been  President  of   Gastroenterology   Associates,
a  professional corporation,  since 1974 and is  President  of the Medical Staff
at  Muhlenburg Hospital in Plainfield, New Jersey. Dr. Cohen is Marc Robert's
uncle.

         Dan Drykerman  has been a director of the Company since July 1996.  Mr.
Drykerman  has been the  Operating  Partner of Drykerman  Investment  Group,  an
investment partnership (f/k/a Drykerman Enterprises) since 1976.

         Herbert F. Kozlov has served as general  counsel to the  Company  since
its inception,  and as a director of the Company since July 1996. Mr. Kozlov has
been a  practicing  attorney  for more than the past 20 years and is currently a
partner in the firm of Parker Duryee Rosoff & Haft A  Professional  Corporation.
Mr.  Kozlov  is  also a  member  of the  Board  of  Directors  of HMG  Worldwide
Corporation and certain privately held companies.

         Harvey  Silverman  has been a director of the Company  since July 1996.
Mr.  Silverman  is a Senior  Managing  Director  of Spear Leeds & Kellogg in New
York,  where he has been employed since 1963.  Mr.Silverman is a Governor on the
American Stock Exchange and a director of Intermarket Clearing Corp.



<PAGE>




         Erik  Rudolph has served as Chief  Executive  Officer of WWBM since its
inception.  Mr.  Rudolph was an attorney in private  practice  for more than the
past five years prior to  September,  1996,  and has been a certified  NBA Agent
since 1995. From January 1995 through August 1996 Mr. Rudolph was a principal of
Impact Sports Management Group, L.L.C.

         Michael Goodson has been the President of WWBM since its inception. Mr.
Goodson was a professional  basketball player for three years,  having played in
the CBA, USBL and also as a member of the San Antonio Spurs and the Philadelphia
76ers of the NBA. Since his retirement as a player,  Mr. Goodson has worked as a
personal   manager   and  advisor  for   professional   basketball   players  in
collaboration with other NBA Agents and, most recently,  worked in such capacity
with Erik Rudolph from January 1995 through  August 1996 as co-founder of Impact
Sports Management Group, LLC.

         Joel Segal has been President of WWFM since April 1997.  Mr. Segal has
been a registered NFL contract advisor for more than the past five years.  Prior
to joining WWFM, Mr. Segal engaged in such business as a sole proprietor.  Mr.
Segal is an attorney admitted to practice in the states of New York and
Connecticut.

         To the  Company's  knowledge,  based upon a review of Forms 4 and 5 and
any amendments thereto,  submitted to the Company, all Directors,  Officers, and
Beneficial Owners of more than 10% of the Common Stock of the Company have filed
all reports  required to be filed  pursuant to Section  16(a) of the  Securities
Exchange Act of 1934.




<PAGE>




Item 10.  Executive Compensation

     The  following  table sets forth the  aggregatte  compensation  paid by the
Company for  services  rendered to the Company by such  persons  during the year
ended  December  31,  1997 to the Chief  Executive  Officer and  President,  and
certain other executive officers of the Company:


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

                                           Salary             Bonus             Options/SARs
      Name and Principal Position            ($)               ($)                   (#)
      ---------------------------           -----             -----                 ----
                                       ---------------
Marc Roberts
Chief Executive Officer, President        $215,000              -                  140,000

Roy Roberts
Chief Financial Officer                   $120,000              -                  40,000

Michael Goodson
President, Worldwide Basketball           $130,000              -                     -
  Management, Inc.

Eric Rudolph
Chief Executive Officer, Worldwide        $130,000              -                     -
Basketball Management, Inc.

Joel Segal
President, Worldwide Football              $94,230           $75,000                  -
  Management, Inc.

</TABLE>

(1) The  Company  did not make any  restricted  stock  awards,  grant  any stock
appreciation  rights or make any long-term  incentive plan payments to the named
executive   officers  during  1997.  (2)  Other  compensation  in  the  form  of
perquisites  and other  personal  benefits has been omitted  where the aggregate
amount of such perquisites and other personal benefits constituted the lesser of
$50,000 or 10% of the total annual salary and bonus of the Officer for the year.


Compensation of Directors

         The  Company  has no  standard  arrangements,  pursuant  to  which  the
directors of the Company are compensated.


Employment Agreements

         Marc Roberts has entered into a five-year employment agreement with the
Company  commencing  January 1, 1996 which  provides for a base annual salary of
$190,000 with annual minimum guaranteed  increases of $25,000. Mr. Roberts shall
also be paid an  annual  bonus of an  amount  equal to a  minimum  of 10% of the
pretax  operating  income of the Company before income taxes,  depreciation  and
amortization.  Bonuses  in  excess of that  amount  shall be  determined  by the
Company's Board of Directors or its executive  compensation  committee,  if any.
Mr. Roberts shall also be entitled to participate in the Company's incentive


<PAGE>




stock option plan and shall 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,  as  determined  by the Board of  Directors,  on the date of  grant.  The
agreement  provides that upon  termination of Mr.  Roberts'  employment  without
cause or upon  certain  changes  in  control  of the  Company  resulting  in Mr.
Roberts'  termination,  he will be  entitled  to receive  any accrued but unpaid
amounts due him under the agreement from the period prior to his termination. In
addition,  the Company is obligated to pay Mr.  Roberts (i) within five (5) days
of notice of termination,  an amount equal to sixty percent (60%) of the present
value of the sum of (x) all salary  which  would  have been  earned but for such
termination  for a  period  of  2.99  years  commencing  on  the  date  of  such
termination  based on Mr.  Roberts'  then current  salary,  plus (y) the present
value  of  an  amount   determined  by  multiplying   the  amount  of  incentive
compensation  earned by Mr.  Roberts  for the last  fiscal  year of the  Company
preceding  termination by 2.99 ("Severance  Compensation").  The remaining forty
percent  (40%) of the  Severance  Compensation  shall be paid to Mr.  Roberts in
twelve (12) equal monthly  installments  commencing on the first month after the
month in which he was terminated.  In the event of Mr. Roberts'  termination for
cause, or if Mr. Roberts  voluntarily  terminates the agreement within its first
two years, the Company is under no obligation to pay him his compensation beyond
the date of  termination.  If Mr. Roberts  voluntarily  resigns from the Company
after the second  anniversary of his agreement,  he shall be entitled to receive
all of the  compensation  and  benefits  he  would  be  afforded  if he had been
terminated  without cause. Mr. Roberts' agreement provides that Mr. Roberts will
not compete with the Company for a one (1) year period after the  termination of
his employment.  The Company has obtained a $2,000,000 key person life insurance
policy on Mr. Roberts' life naming the Company as beneficiary.

         In connection with the formation of WWBM,  Messrs.  Rudolph and Goodson
signed five year employment  agreements with WWBM,  effective September 1, 1996,
pursuant to which Messrs.  Rudolph and Goodson assigned their respective  rights
and interests in the revenues generated by (i) Samaki Walker,  Jason Osborne and
Shawnelle Scott, and (ii) any players Messrs.  Rudolph and Goodson sign to valid
player's  representation  agreements  during their  employment by WWBM.  Messrs.
Rudolph and Goodson shall each receive a salary of $130,000 per annum,  and each
also received a signing bonus of $50,000 in October  1996.  Messrs.  Goodson and
Rudolph shall also be entitled to divide, as annual bonus  compensation,  10% of
the  annual  net  revenues  of WWBM up to  $250,000  and 17% of the  annual  net
revenues of WWBM above $250,000. The Company is committed to fund up to $700,000
of operating  expenses of WWBM which will  increase to up to  $1,000,000 if WWBM
achieves  certain  performance  goals tied to the successful  recruitment of NBA
players.  The  Company  has the  right to  terminate  the  agreements  if WWBM's
aggregate costs of operations exceeds the above stated funding  obligations.  In
the event of the non-renewal of the employment agreements,  or their termination
for any reason, Messrs. Goodson and Rudolph will (i) be reassigned the rights to
the revenues from Mr. Walker's contract, and any revenues to be derived from Mr.
Osborne,  who currently does not have a professional  basketball  contract,  and
(ii) pay WWBM (a) 50% of the revenues from all other  players  signed during the
terms of their employment (including Mr. Scott) until the Company recoups all of
the amounts funded by the Company, and (b) 30% of such revenues  thereafter.  In
the event Messrs.  Goodson and Rudolph  voluntarily  terminate their  employment
without cause,  however,  the revenues  derived from Messrs.  Walker and Osborne
shall not be reassigned and the revenue  generated  thereby will be treated like
the other players.

         In  connection  with the  formation of WWFM as a separate  entity,  the
Company  entered into an employment  agreement with Joel Segal,  effective as of
April 16, 1997, pursuant to which Mr. Segal assigned the rights and interests to
the revenue  generated  by any  individual  with whom Mr. Segal signs to a valid
representation agreement, or with whom material discussions regarding entering a
representation agreement


<PAGE>




are had by Mr. Segal, the Company or its employees or affiliates.  Mr. Segal's
base salary shall be $140,000 during the term of the employment agreement, with
 a signing bonus of $75,000.


Stock Option Grants

     In September  1997,  the Company  granted to each of its directors  options
under the Company's Stock Option Plan, exercisable over a ten year period, at an
exercise  price of $2.875  per share.  Messrs.  Drykerman,  Silverman  and Cohen
received an option to purchase 45,000 shares of Common Stock of the Company. Mr.
Kozlov  received  an option to  purchase  98,000  shares of common  stock of the
Company.  These grants were made in conjunction with the cancellation of options
granted in December 1996 to each of its four non-employee  Directors to purchase
15,000 shares of Common Stock at an exercise  price of $5.00 per share.  Mr. Roy
Roberts  and Mr. Marc  Roberts  received  options to purchase  40,000 and 25,000
shares of common  stock of the  Company,  respectively.  Mr. Marc  Roberts  also
received, outside the Company's Stock Option Plan, an option to purchase 115,000
shares of Common Stock of the Company,  also exercisable over a ten year period,
at an exercise price of $2.875 per share.

Item 11.  Security Ownership and Certain Beneficial Owners and Management

         The following  table sets forth certain  information  concerning  stock
ownership of all persons known by the Company to own  beneficially 5% or more of
the outstanding  shares of the Company's  Common Stock,  each director,  and all
officers and directors of the Company as a group as of March 31, 1998.





<PAGE>




                                       Number       Percentage of Common Stock
Name and Address(1)                    of Shares    Beneficially Owned

Marc Roberts                           1,744,966(2)         25.2%
Roy Roberts                            183,334(3)            2.7%
Allan Cohen, M.D.                      136,667(4)            2.0%
Dan Drykerman                          135,000(5)            2.0%
Herbert F. Kozlov                      424,000(6)            6.1%
Harvey Silverman                       172,334(7)            2.5%
All officers and directors as a group
(6 persons)(8)                         2,796,301            40.4%


--------
     1The  address  of all of the  beneficial  owners  is that of the  Company's
principal executive office.

     2Includes  160,000  shares  which  may  beacquired  upon  the  exercise  of
currently exercisable options and warrants.

     3Includes  100,000  shares  which  may be  acquired  upon the  exercise  of
currently exercisable options and warrants.

     4Includes  120,000  shares  which  may be  acquired  upon the  exercise  of
currently exercisable options and warrants.

     5Includes  132,500  shares  which  may be  acquired  upon the  exercise  of
currently exercisable options and warrants.

     6Does not include shares and warrants to acquire  additional shares held by
members  of a law firm of which Mr.  Kozlov is a member.  Mr.  Kozlov  disclaims
beneficial ownership of such shares. Includes 8,000 shares held under the NYUGMA
for the benefit of his minor  children and 133,000  shares which may be acquired
upon the exercise of currently exercisable options.

     7Includes  80,000  shares  which  may be  acquired  upon  the  exercise  of
currently exercisable options.

     8Includes  644,500  options  which may be  acquired  upon the  exercise  of
currently exercisable options.


Stock Option Plan

         On July 1, 1996,  the Company  adopted the 1996 Stock  Option Plan (the
"SOP") covering  500,000 shares of the Company's  Common Stock,  $.01 par value,
pursuant  to which  officers,  directors  and key  employees  of the Company are
eligible to receive  incentive and/or  non-qualified  stock options.  The SOP is
administered by the Board of Directors or a committee designated by the Board of
Directors. The selection of participants,  allotment of shares, determination of
price and other  conditions of purchase of options is determined by the Board or
committee  at its sole  discretion.  The  purpose of the SOP is to  attract  and
retain  persons  instrumental  to the success of the  Company.  Incentive  stock
options  granted  under the SOP are  exercisable  for a period of up to 10 years
from  the date of grant at an  exercise  price  which is not less  than the fair
market value of the Common Stock on the date of the grant,  except that the term
of an incentive stock option granted under the SOP to a stockholder  owning more
than 10% of the  outstanding  Common  Stock may not  exceed  five  years and its
exercise  price may not be less than 110% of the fair market value of the Common
Stock on the date of the grant. At December 31, 1997,  options to purchase up to
435,000 shares have been granted under the SOP.


<PAGE>




Item 12. Certain Relationships and Related Transactions

         Commencing  in  September  1995 and  ending in June 1996,  the  Company
privately sold an aggregate of 39.8 units  ("Units"),  resulting in net proceeds
to the Company of $1,990,000,  each consisting of (a) a $50,000  promissory note
bearing  interest at a rate of 10% per annum payable in full upon the earlier of
(i) the Company's  receipt of at least  $3,000,000 from an  underwritten  public
offering of the Company's  securities (the "Initial Public Offering") or (ii) 18
months  after the date of the  closing of the unit  investment  (the  "Placement
Closing  Date") and (b) a warrant to  purchase  25,000  shares of the  Company's
Common Stock  exercisable for a period of five years from the Placement  Closing
Date,  provided that an Initial Public Offering is consummated  during such five
year exercise period,  at an exercise price per share equal to 120% of the price
per share in the Initial Public Offering.  Messrs. Drykerman and Cohen purchased
1.5 and 1 Unit, respectively, through such private placement.

         In December  1995, the Company issued 184,966 shares to Marc Roberts in
exchange for all of the  outstanding  shares of Merciless  Management  Inc., The
Natural Management,  Inc., S.B. Championship Management, Inc., Marc Roberts Inc.
and  Marc  Roberts  Boxing  Inc.  Subsequent  thereto,  each  of the  management
agreements  between such  corporations and Ray Mercer,  Charles Murray and Tracy
Patterson  were  terminated and such boxers  executed new management  agreements
with the Company.  In July 1996, each of those  corporations was merged into the
Company.

     From time to time Marc  Roberts has made loans and  advances to the Company
and the Company has advanced  funds to Mr.  Roberts.  In June 1996,  Mr. Roberts
repaid $200,000 of amounts due to the Company,  thereby  eliminating the balance
due from Mr. Roberts. Subsequent to June 1996, Mr. Roberts made additional loans
to the  Company.  At December 31, 1996,  $169,000  was due to Mr.  Roberts.  Mr.
Roberts has agreed to forego  repayment  of such  amounts  until the Company has
generated  operating  revenue in excess of such  amount.  In 1997,  the  Company
repaid the remaining amount due on such note held by Mr. Roberts.

         The  Company  believes  the  terms  and  conditions  of  the  foregoing
transactions  are no less  favorable  to the Company than those  available  from
unaffiliated parties.  Future transactions between the Company and any affiliate
will be on terms and conditions approved by this Board of Directors.

         Pursuant to a Shareholders  Agreement among Messrs. Goodson and Rudolph
and  the  Company,  upon  the  occurrence  of  certain  events,   including  the
termination of the employment of Messrs. Rudolph and Goodson, the shares of WWBM
held by Messrs.  Rudolph and Goodson (representing 20% of the outstanding shares
of WWBM) will be exchanged  for up to an  aggregate of 300,000  shares of Common
Stock of the Company, depending upon the time of such exchange and the financial
condition of WWBM as of the time of such exchange.

         Pursuant to a  Shareholders  Agreement  among Mr.  Segal,  WWFM and the
Company,  if upon or after  December 31, 1998,  Segal is a licensed NFL Player's
Agent in good  standing  with the NFL Player's  Association  and employed by the
Company and if Segal meets certain productivity incentives, then either Segal or
the  Company can elect to  effectuate  an exchange of the shares of WWFM held by
Mr. Segal  representing 20% of the outstanding shares of WWFM for 200,000 shares
of Common Stock of the Company.




<PAGE>




Item 13.  Exhibits List and Reports on Form 8-K

Exhibit
Number                              Description of Exhibit

  3.1(a)*  Certificate of Incorporation of the Registrant 3.1(b)* Certificate of
  Amendment  filed August 21, 1995 3.1(c)*  Certificate of Amendment  filed July
  18, 1996 3.1(d)* Certificate of Ownership and Merger among the Registrant,
                  Merciless Management, Inc.,
                  The Natural Management, Inc., Marc Roberts Inc.,
                  S.B. Champion Management, Inc. and
                  Marc Roberts Boxing, Inc. filed July 19, 1996
  3.2*            Amended By-Laws of the Registrant
  4.1*            Form Certificate representing the Common Stock, par value $.01
                  per share
  4.2*            Form of Redeemable Warrant
  4.3*            Form of Warrant issued in private placement
10.1*             1996 Stock Option Plan
10.2*             Employment Agreement between the Company and Marc Roberts
10.3*             Employment Agreement between the Company and Ryan Schinman
10.4*             Management Agreement between the Company and Shannon Briggs
10.5*             Management Agreement between the Company and Tracy Patterson
10.6*             Management Agreement between the Company and Charles Murray
10.7*             Management Agreement between the Company and Ray Mercer
10.8*             Form of Subscription  Agreement  between the Company and
                  Private Placement Investors
10.9*             Asset Purchase  Agreement between the Company and Shannon
                  Briggs I, L.P.
10.10*            Employment  Agreement between the Company and Erik Rudolph
10.11*            Employment Agreement between the Company and Michael Goodson
10.12*            Shareholders Agreement  among the Company,  Erik Rudolph and
                  Michael  Goodson
10.13             (omitted)
10.14**           Employment  Agreement  between  the  Company  and  Joel  Segal
10.15**           Shareholders  Agreement among the Company, Joel Segal and WWFM
21.1              Subsidiaries of the Company
27.1              Financial Data Schedule

*        Incorporated by reference to the Registration Statement on Form SB-2,
         File No. 333-08855, declared effective October 22, 1996
**       To be filed by amendment

Current  Reports on 8-K Filed by the  Company  for the year ended  December  31,
1997:

Date              Event
12/19/97          Change in Independent Public Accountants



<PAGE>




                                   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
                               Marc Roberts, President (Chief Executive Officer)


             Date:                           April 9, 1998



         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the dates indicated.




              By:     /s/ Roy Roberts
                      Roy Roberts, Chief Financial Officer
                      (Principal Financial and Accounting Officer)



                 Date:                          April 9, 1998


<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
   Note 11, as to which the date
   is March 27, 1998


<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
   Training and related expenses                                                         74,830               199,725
   Promotion and other operating expenses                                             3,804,612             2,069,038
   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

                                                       -16-


<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.