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                     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, 1998

( )     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)

<TABLE>
<CAPTION>
Delaware                                         22-3393152
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<S>                                              <C>
(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)
</TABLE>

                                 (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



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or 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. $1,577,834   

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. $15,302,186, based upon a closing price of $1 5/8 on March 29, 1999

                    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. 11,670,531 shares as of March 29,
1999

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

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.

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                                     PART I

ITEM  1.  DESCRIPTION OF BUSINESS

ORGANIZATION

       Worldwide Entertainment & Sports Corp. (the "Company") was established in
1995 to engage in the business of providing management and agency services to
professional athletes and entertainers. The Company, either directly or through
its subsidiaries, provides such services principally to professional boxers,
football players and basketball players. The Company also offers marketing and
commercial endorsement agency services to professional athletes in all sports
and it markets and sells sports memorabilia as well.

       In 1995, the Company succeeded to the business operations of entities
previously operated by Marc Roberts, the Company's Chief Executive Officer. Mr.
Roberts has managed professional boxers for over 19 years. The Company currently
is a party to exclusive management contracts with four boxers -- Ray Mercer,
Charles Murray, Shannon Briggs and Danell Nicholson -- pursuant to which the
Company retains a percentage, ranging from 15% to 27 1/2%, of the boxers' purses
from all professional boxing contests and exhibitions during the term of the
contracts. Pursuant to those contracts, the Company is also entitled to receive
10% to 20% of all fees, honoraria or other compensation payable to the boxers
for product endorsements, speaking engagements, personal appearances or other
commercial performances. In addition, the Company has entered into Management
Agreements, Promotion Agreements and Joint Venture Agreements by which it is
entitled to percentages of purses earned, and other revenues generated by, ten
other boxers.

     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"). In the summer of 1998, the Company severed its relationship with
WWBM's management and WWBM has been largely inactive since that time.

     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. 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.

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THE BOXING DIVISION

       The Company's boxing division is under the direct supervision of Marc
Roberts, the Company's President. Mr. Roberts has over 19 years experience in
the management of professional boxers. The Company has Management Agreements
with four professional boxers. In addition, the Company has entered into
Management Agreements, Promotion Agreements and Joint Venture Agreements by
which it is entitled to percentages of purses earned, and other revenues
generated by, ten other boxers.

       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.

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       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 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 four professional boxers
pursuant to exclusive management contracts:

       Raymond "Merciless Ray" Mercer was the 1988 Olympic heavyweight gold
medalist and has been boxing professionally since February 1989. Mr. Mercer has
a professional record of 25 wins and 4 losses. 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. Mercer was
scheduled for a bout in 1998, but such bout was cancelled when Mr. Mercer was
diagnosed with Hepatitis B. Mr. Mercer has not had a bout since such diagnosis
and may not fight unless such condition changes.

       Shannon Briggs has been boxing professionally since July 1992. Mr. Briggs
has a professional record of 31 wins and 2 losses. Most recently, Mr. Briggs won
a 12 round majority decision against George Foreman in November of 1997, and 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.

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       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.

       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, who has a professional
record of 41 wins and 5 losses, was unsuccessful in his two 1997 bouts, but won
his most recent bout in October 1998.

       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. 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. Most recently, Mr. Ferguson
defeated Obed Sullivan in December 1998.

       In July 1998, the Company entered into a Management Agreement to act as
Co-Manager for a young heavyweight, Grant Cudjoe, pursuant to which the Company
is entitled to receive 16 2/3% of all purse income generated by Mr. Cudjoe
through 2003.

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       In March 1999, the Company entered into a Joint Venture Agreement with
Munisteri Sports & Entertainment, Inc., a Texas based boxing management company,
pursuant to which the Company has acquired the right to receive 50% of the
purses and other revenues generated by seven heavyweight boxers under management
by Munisteri Sports & Entertainment. The Company has certain funding obligations
for these boxers, currently aggregating $7,000 per month over the next three
years, and may be required to contribute an additional $50,000 over the next two
years should certain revenue targets be achieved. These boxers include Ike
Ibeabuchi, Obed Sullivan, Derrick Banks, Talmadge Griffis, David Bostice, Ed
Wright and Robert Davis.

       For the year ended December 31, 1998, the Company recognized revenues of
approximately $472,000 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

       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 maintain ing 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.

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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.

TEAM SPORTS AGENCY

       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., 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. An Agent may also
receive greater percentage, often 15% to 20% of a player's compensation from
other sources of income.

       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

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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. In July 1998, the Company hired a third NFL contract
advisor. 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
1998-1999 NFL Season, the Company represented 23 NFL players, including, among
others, Antonio Freeman, Bobby Engram, Antonio London, O.J. McDuffie, Tyrone
Drakeford and Rickey Dudley. The Company expects that its Agents will sign to
player representation contracts approximately ten players projected to be
selected in the 1999 National Football League draft.

       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.

       For the fiscal year ended December 31, 1998, the Company's football
agency operations generated revenues of $238,130 from contract negotiation fees.

       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. In connection with the formation of WWBM, its President and Vice
President each 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. In the Summer of 1998, the Company severed its relationship
with these officers and, since such time, WWBM has not actively pursued
representation agreements with professional basketball players for contract
advisory services. The Company currently receives revenue from agreements with
two 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

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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.

       For the year ended December 31, 1998, WWBM generated revenues of
$110,539.

       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 the NASCAR racing teams, Bill Davis Motorsports
and Brewco Motorsports, among others.

       For the year ended December 31, 1998, the Marketing Division generated
revenues of $263,216.

       Worldwide Memorabilia Division

       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.

       For the year ended December 31, 1998, the Memorabilia Division generated
revenues of $266,108.

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

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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 the
Team Sports Division from realizing its 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. Since the Company's October 1996 public offering, additional
companies, such as SFX Entertainment Inc. and Magicworks Entertainment
Incorporated have become public companies and have contributed to a
consolidation of sports management and marketing agencies.

       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, 1998, the Company and its subsidiaries in the aggregate
had 18 employees. Three of such persons perform executive functions, three are
Agents, four are marketing executives and eight 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 seek to add new management personnel to expand into
additional sports and to add to the number of players represented by the
Company.

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 $1,775. Until February 1999, the Company
leased a boxing training facility, comprising approximately 2,000 square feet,
on a month-to-month basis, at a base monthly rental of $1,500.


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The Company believes it will be able to locate suitable space for its training
needs on an as-needed basis.

ITEM 3.  LEGAL PROCEEDINGS

       The Company did not engage in any material legal proceeding during the
year ended December 31, 1998.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       Not applicable.

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                                     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:


<TABLE>
<CAPTION>
                                          Common Stock                       Warrants
                                          ------------                       ---------
                                          High     Low                      High    Low
<S>                                       <C>      <C>                     <C>     <C>
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

1998

       First Quarter                      2 29/32    1 1/2                  .563    .250
       Second Quarter                     3 1/4       -                     .563    .0156
       Third Quarter                      2 3/8      1 3/8                  .438    .063
       Fourth Quarter                     2 1/16     1 3/8                  .250    .094

</TABLE>


       As of December 31, 1998, the approximate number of holders of record of
shares of the Company's Common Stock was 148.

       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. (the "Company") was organized in
August 1995, and since such date has succeeded to the business operations of
various entities engaged in the management of professional boxers, each
controlled by the Company's Chief Executive Officer. In January 1996, the
Company established its Teams Sports Division through the formation of Worldwide
Team Sports, Inc. ("WWTS"). In August 1996, for the purpose of providing agency,
marketing and management services

                                       13




 <PAGE>

<PAGE>





to professional basketball players, the Company formed Worldwide Basketball
Management, Inc. ("WWBM"). In March 1997, the Company established Worldwide
Football Management Inc. ("WWFM"), as a separate entity to continue its agency,
marketing and management services to professional football players. The Company
has only limited experience in the field of player agency and contract advisory
services.

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

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

       The Company's revenues are directly related to the earnings of its
clients. The Company derives revenues based upon a percentage, currently ranging
from 15% to 27 1/2%, of the boxers' purses from professional bouts. The Company
also derives revenues based upon a percentage of salaries and other income
received from contracts, endorsement arrangements and other income producing
activities of athletes for whom the Company or its management acts as agent or
representative. These percentages currently range from up to 3% or 4%,
respectively, for professional football and basketball player contracts
(although often lower percentages are agreed upon) to 10% or 20% for endorsement
and marketing revenues.

       The timing of receipt of revenues by the Company is subject to seasonal
variations with respect to revenues generated from the negotiation of player
contracts and subject to irregular patterns in the case of boxing purse revenues
as a result of the irregular occurrence of bouts. In addition, the size of the
Company's revenues can change based upon the success or failure of the Company's
boxers or the negotiation of player contracts with significant bonus provisions.
The Company's WWBM and WWFM subsidiaries can be expected to spend significantly
during the first eight months of each calendar year (particularly March through
July) for recruitment and related expenses, and to receive their revenues during
the last four and first three months of the year during the NBA and NFL seasons.
If the Company

                                       14




 <PAGE>

<PAGE>





were to expand into the representation of baseball players (or other
professional athletes with a spring/summer season), of which there can be no
assurance, the effects of such seasonality would be diminished. In August 1998,
the Company severed its relationship with its only NBA player's agent. Two of
the Company's NFL player's representatives are seeking to also become registered
with the NBA as agents. Accordingly, revenue and expenses attributable to WWBM
are uncertain during the ensuing twelve months.

YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1997

       Net revenues for the fiscal year ended December 31, 1998 were $1,577,834,
as compared to $590,227 for the fiscal year ended December 31, 1997. Purse
income increased to $471,929 for 1998, as compared to $168,224 for 1997,
primarily as a result of the size of the purse for a March 1988 Shannon Briggs
heavyweight championship fight. In addition, during the year ended December 31,
1998, the Company recognized merchandise revenues from the sale of memorabilia
amounting to $266,108, which operation was started in March 1998. The year ended
December 31, 1998 reflects an increase in contract agency fees to $359,919, as
compared to $208,009 in 1997, as a result of the receipt in 1998 of additional
revenues from players signed in 1997 by the Company's WWFM and WWBM
subsidiaries. The contract agency fees in 1998 include $238,130 and
$105,539 generated by the Company's football and basketball operations,
respectively, as compared to revenues of $175,246 and $32,763 generated
by its football and basketball operations, respectively, in the 1997.
In addition, during 1998, marketing fee income increased to $256,091, as
compared to $93,404 for 1997, as a result of increased activities by the
Marketing Division of WWTS. Television revenue of $87,500 in 1997 was from the
receipts from a televised boxing card promoted and managed by the Company. No
such revenue was received during 1998, as the Company ceased its boxing
promotion activities.

      Total costs and expenses for the year ended December 31, 1998 increased to
$5,762,046, as compared to $3,879,442 for 1997. Boxing, training and related
expenses amounted to $625,344 for the year ended December 31, 1998 compared to
$228,088 for 1997. The principal reason for the increase was preparation for the
Briggs championship fight. Promotion and other operating expenses increased to
$4,768,552 for 1998 as compared to $3,651,354 for 1997. Such increase was
contributed to by the increase in total salaries due to the hiring of additional
marketing personnel for the team sports divisions, as well as increased
administrative salaries in 1998. Included in the expenses for the year ended
December 31, 1998 is $359,195 of costs of products sold and related services
relating to sports memorabilia sold by the Company during 1998. No sales of
memorabilia were made during 1997. In addition, promotional and recruiting
expenses, consisting largely of travel and entertainment expenses, increased
from $803,330 in 1997 to $1,066,392 in 1998 in conjunction with the Company's
increased level of activities in the player agency and marketing areas. In
addition, professional and consulting fees in 1998 aggregated $860,733, as a
result of the Company's increased legal and financial consulting fees incurred
in 1998 due to incurring additional expenses in connection with pursuing
several business transactions which ultimately were not consummated. In
addition, in 1998, the Company continued its use of outside consultants in
connection with its increased level of activity in the areas of player agency
and marketing.

       As a result of the foregoing, net loss for the year ended December 31,
1998 increased to $4,107,624 as compared to $3,184,957 for December 31, 1997.

                                       15




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<PAGE>





YEAR ENDED DECEMBER 31, 1997 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1996

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

       Total expenses for the year ended December 31, 1997 increased to
$3,879,442, as compared to $2,368,763 in fiscal year 1996. Boxing, training and
related expenses decreased slightly to $228,088 for the 1997 fiscal year from
$232,549 for the 1996 fiscal year. Although training expenses for the 1997
fiscal year decreased significantly as a result in the decrease in the number of
bouts, the 1997 fiscal year also included approximately $83,000 of expenses
relating to the promotion by the Company of a boxing event in 1997. Promotion
and other operating expenses increased to $3,651,354 for the 1997 fiscal year as
compared to $2,036,214 for the 1996 fiscal year. Such increase is primarily as a
result of the increase in total salaries from approximately $685,000 in fiscal
1996 to approximately $1,266,000, due to the hiring of additional contract
advisors and marketing personnel for the football and team sports divisions,
which increased such salaries from approximately $109,000 in 1996 to $300,000 in
1997 thereby accounting for approximately $181,000 of such increase, additional
salary expense in the Company's basketball operations as a result of a full year
of operations in 1997, which increased such salaries from approximately $186,000
in 1996 to $284,000 in 1997 thereby accounting for approximately $98,000 of such
increase, as well as increased administrative salaries in 1997 from
approximately $200,000 in 1996 to $445,000 in 1997 thereby accounting for
approximately $245,000 of such increase. In addition, promotional and recruiting
expenses, consisting largely of travel and entertainment expenses, increased
from approximately $316,000 in fiscal 1996 to approximately $803,000 in fiscal
1997 in conjunction with the Company's increased level of activities in the
player agency and marketing areas. Of such increase, approximately 48% is
attributable to the Company's basketball operations which increased from
approximately $47,000 in 1996 to $157,000 in 1997; approximately 38% is
attributable to its football and marketing operations which increased from
approximately $67,000 in 1996 to $152,000 in 1997; and the balance is
attributable to its boxing operations which increased from approximately
$202,000 in 1996 to $225,000 in 1997. In addition, professional and consulting
fees in 1997 aggregated approximately $796,000, as compared to approximately
$162,000 in 1996, as a result of the Company's increased legal and financial
consulting fees incurred as a public company and as a result of incurring
additional expenses in 1997 in connection with pursuing several potential
acquisitions and business transactions which ultimately were not consummated. In
addition, in 1997, the Company increased its use of outside consultants in
connection with its increased level of activity in the areas of player agency
and marketing. General and administrative expenses represent the final
significant component of other operating expenses, which similarly increased as
a result of an increase in overall operations.

                                       16




 <PAGE>

<PAGE>






       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.

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, 1998, the Company had a working
capital deficiency of $363,170. In February 1999, the Company supplemented its
working capital by receiving net proceeds of approximately $5,625,000 from a
public offering of 4,333,334 shares of its common stock.

       The Company's material commitments for capital expenditure are management
salaries, anticipated training expenses and recruitment expenses. Management
salaries are approximately $825,000 per annum, which could increase if the
Company develops a need for additional executive management. Training expenses
for the year are estimated at approximately $600,000, depending upon the number
of bouts for which the Company's boxers must train. Recruitment and promotional
expenses are estimated to approximate $1,000,000, subject to variations
depending upon player availability and recruiting success. The foregoing
represents the expected significant uses of working capital during the next
twelve months. The Company believes that its current cash and cash equivalents,
and cash flow from anticipated operations, will be sufficient to fund its
operations over the next twelve months or longer. However, there can be no
assurance that the Company will have sufficient revenues after such time to fund
its operating requirements. Accordingly, the Company may be required to seek
additional financing through bank borrowings, private or public debt or equity
financing or otherwise. There can be no assurance that any such financing will
be available to the Company on favorable terms, if at all.

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.

                                     17




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<PAGE>





                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

<TABLE>
<CAPTION>

Name                      Age             Position
----                      ---             --------
<S>                       <C>             <C>                                                          
Marc Roberts              39              President, Chief Executive Officer, President of Worldwide
                                          Team Sports, Inc. and Director
Roy Roberts               60              Chief  Financial Officer, Director
Allan Cohen, M.D.         57              Director
Herbert F. Kozlov         45              Director, Secretary
Harvey Silverman          58              Director
Joel Segal                35              President, Worldwide Football Management, Inc.
</TABLE>


       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.

       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,
Alpha Hospitality 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.

                                       18




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<PAGE>





Mr. Silverman is a Governor on the American Stock Exchange and a director of
Intermarket Clearing Corp.

       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.

                                       19




 <PAGE>

<PAGE>





ITEM 10.  EXECUTIVE COMPENSATION

       The following table sets forth the aggregate compensation paid by the
Company to the Chief Executive Officer and President, and certain other
executive officers of the Company for services rendered to the Company by such
persons during the years ended December 31, 1998 and 1997.

                                        Summary Compensation Table(1)

<TABLE>
<CAPTION>

                                                                Salary              Bonus             Options/SARs
Name and Principal Position                    Year               ($)                ($)                   (#)
---------------------------                    ----             -----               -----             ------------

<S>                                            <C>             <C>                  <C>                 <C>   
Marc Roberts                                   1998            $215,000                --                65,000
Chief Executive Officer, President             1997            $215,000                --               140,000

Roy Roberts                                    1998            $120,000                --               125,000
Chief Financial Officer                        1997            $120,000                --                40,000

Joel Segal                                     1998            $140,000                --               200,000
President, Worldwide Football                  1997            $ 94,230            $ 75,000                --
  Management, Inc. 

Ryan Schinman                                  1998            $100,000                --               100,000
Executive Vice President, Marketing

</TABLE>

--------------------
(1) 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.

                                       20




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<PAGE>





       The following table sets forth information with respect to certain stock
options granted to the named executive officers during the year ended December
31, 1998.

                                Option Grants in Year Ended December 31, 1998

<TABLE>
<CAPTION>
                                      Number of           Percent of Total
                                         Shares            Options Granted
                                      Underlying            to Employees      Exercise Price
              Name                      Option            in Fiscal Year(1)      Per Share        Expiration Date
              ----                    ----------          -----------------  - -------------      ----------------
<S>                                      <C>                      <C>              <C>                 <C>  
Marc Roberts                             25,000                   2.8%             $1.50               1/27/08
                                         40,000                   4.5%             $2.00                9/9/93

Roy Roberts                              60,000                   6.7%             $1.50               1/27/08
                                         65,000                   7.3%             $2.00                9/9/03

Joel Segal                              200,000                  22.5%             $2.00                 9/9/03

Ryan Schinman                            25,000                   2.8%             $1.50                1/27/08
                                         75,000                   8.4%             $2.00                 9/9/03
</TABLE>

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

1 Does not include options granted to non-employee directors or independent
consultants.

COMPENSATION OF DIRECTORS

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

         In January 1998 and in September 1998, the Company granted to each of
its non-employee directors options to purchase shares of common stock. Options
granted in January 1998 are exercisable at $1.50 per share for a ten year
period, and options granted in September 1998 are exercisable at $2.00 per share
over a five year term. Messrs. Drykerman, Kozlov, Silverman and Cohen each
received an option to purchase 35,000 shares and 40,000 shares of Common Stock
of the Company, in January and September, respectively.

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

                                       21




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<PAGE>





Directors or its executive compensation committee, if any. Mr. Roberts shall
also be entitled to participate in the Company's incentive 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. Erik Rudolph and
Michael 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 each received a salary of $130,000 per
annum, and each also received a signing bonus of $50,000 in October 1996.
Messrs. Goodson and Rudolph were also entitled to divide, as annual bonus
compensation, a percentage of the annual net revenues of WWBM. Such Agreements
were terminated in August 1998. As provided in such agreements, in the event of
the non-renewal of the employment agreements, or their termination for any
reason, Messrs. Goodson and Rudolph would (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. Mr.
Goodson has agreed to forego any compensation that may have been due to him from
his agreement with WWBM, and the Company and Mr. Rudolph are currently in
negotiations regarding an appropriate settlement.

         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

                                       22




 <PAGE>

<PAGE>




representation agreement 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.

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, 1999.

<TABLE>
<CAPTION>

                                                           NUMBER           PERCENTAGE OF COMMON STOCK
NAME AND ADDRESS(1)                                        OF SHARES        BENEFICIALLY OWNED                 
-------------------                                        ---------        ---------------------------
<S>                                                        <C>                      <C>  
Marc Roberts                                                1,789,966(2)             15.1%
Roy Roberts                                                   248,334(3)              2.1%
Allan Cohen, M.D.                                             161,667(4)              1.4%
Herbert F. Kozlov                                             466,500(5)              4.0%
Harvey Silverman                                              208,334(6)              2.0%
All officers and directors as a group
(6 persons)                                                 3,074,801(7)             24.5%

</TABLE>

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

(2)  Includes 205,000 shares which may be acquired upon the exercise of
     currently exercisable options and warrants.

(3)  Includes 165,000 shares which may be acquired upon the exercise of
     currently exercisable options and warrants.

(4)  Includes 145,000 shares which may be acquired upon the exercise of
     currently exercisable options and warrants.

(5)  Does 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 173,000 shares which may
     be acquired upon the exercise of currently exercisable options.

(6)  Includes 120,000 shares which may be acquired upon the exercise of
     currently exercisable options.

(7)  Includes 808,000 shares which may be acquired upon the exercise of
     currently exercisable options and warrants.



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

                                       23




 <PAGE>

<PAGE>





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.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       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. In 1997,
the Company repaid the remaining amount due on such note held by Mr. Roberts.

       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. The Shareholders Agreement
was terminated effective August 1998 and Mr. Goodson has agreed to forego any
compensation to which he was entitled to receive threunder and he has
surrendered his shares of WWBM Common Stock to the Company. The Company and Mr.
Rudolph are currently negotiating an appropriate settlement.

       Pursuant to a Shareholders Agreement among Joel 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 of
the Company could have elected to effectuate a merger of WWFM and the Company
which would have resulted in 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. In 1998, in accordance with the Shareholders
Agreement, the Company and Mr. Segal consummated a share exchange in which
Mr. Segal received 200,000 shares of the Company's Common Stock for his
20% stake in WWFM in lieu of effectuating the merger, thereby making WWFM a
wholly-owned subsidiary of the Company.

       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 a majority of the independent,
disinterested members of the Board of Directors on terms that are no less
favorable to the Company than those available from unaffiliated parties. The
independent directors who approve such transactions will have access, at the
Company's expense, to the Company's or independent legal counsel. The Company
has always had, and will continue to maintain at least two independent
directors.

                                       24






 <PAGE>

<PAGE>




                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>

<S>                                                                                 <C>

Independent Auditors' Report                                                         F-1

Consolidated Balance Sheet as of December 31, 1998 and 1997                          F-2

Consolidated Statement of Operations
   Years Ended December 31, 1998 and 1997                                            F-3

Consolidated Statement of Cash Flows
   Years Ended December 31, 1998 and 1997                                            F-4

Consolidated Statement of Changes in Stockholders' Equity (Deficiency)
   Years Ended December 31, 1998 and 1997                                            F-5

Notes to Consolidated Financial Statements                                         F-6-15

</TABLE>




 <PAGE>

<PAGE>


                     [LETTERHEAD OF FRIEDMAN ALPREN & GREEN]

                          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, 1998 and 1997,
and the related consolidated statements of operations, cash flows and changes in
stockholders' deficiency for the years 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 audits.

       We conducted our audits 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 audits provide 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, 1998 and 1997,
and the results of their operations and their cash flows for the years then
ended in conformity with generally accepted accounting principles.

                                                     Friedman Alpren & Green LLP

New York, New York
February 26, 1999

                                      F-1




 <PAGE>

<PAGE>




             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                           DECEMBER 31, 1998 AND 1997

                                     ASSETS

<TABLE>
<CAPTION>

                                                                                 1998                  1997
                                                                             ----------             ------------
<S>                                                                          <C>                   <C>

Current assets
   Cash and cash equivalents                                                 $   115,160            $   745,137
   Certificates of deposit                                                          --                1,060,049
   Accounts and loans receivable, less allowance for doubtful
     accounts of $276,208 and $15,000                                            294,078                295,765
   Prepaid expenses and other current assets                                      25,318                 28,840
   Due from boxers, less allowance of $493,295 and $141,121                      130,335                377,184
   Inventories                                                                   110,207                   --
                                                                             -----------            -----------
           Total current assets                                                  675,098              2,506,975

Property and equipment - at cost, less accumulated depreciation
   and amortization                                                               58,155                 21,029
Deferred stock offering costs                                                    281,606                   --
Due from related party, less allowance of $108,094 and $46,559                      --                   46,559
                                                                             -----------            -----------
                                                                             $ 1,014,859            $ 2,574,563
                                                                             ===========            ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
   Note payable                                                              $   100,000            $      --
   Accounts payable and accrued expenses                                         759,001                217,964
   Loans payable                                                                 102,662                   --
   Escrow payable                                                                 76,605                155,344
                                                                             -----------            -----------
           Total current liabilities                                           1,038,268                373,308
                                                                             -----------            -----------
Stockholders' equity (deficiency)
   Preferred stock, $.01 par value; 5,000 shares authorized,
     none issued                                                                    --                     --
   Common stock, $.01 par value; 20,000,000 shares authorized,
     7,337,197 and 6,262,197 shares issued                                        73,372                 62,622
   Additional paid-in capital                                                 10,268,457              8,396,247
   Accumulated deficit                                                       (10,352,888)            (6,245,264)
   Demand note receivable for common stock                                   (    12,350)            (   12,350)
                                                                             -----------            -----------
                                                                             (    23,409)             2,201,255
                                                                             -----------            -----------
                                                                             $ 1,014,859            $ 2,574,563
                                                                             ===========            ===========
</TABLE>


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

                                       F-2




 <PAGE>

<PAGE>




             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                            1998                    1997
                                                     ----------------           -----------
<S>                                                    <C>                      <C>         

Revenues
   Purses                                              $    471,929             $    168,224
   Contract and agency fees                                 359,919                  208,009
   Endorsements and marketing fees                          256,091                   93,404
   Television income                                           --                     87,500
   Commissions                                               43,167                     --
   Ticket revenues                                          180,620                   33,090
   Merchandise revenues                                     266,108                     --
                                                       ------------             ------------
                                                          1,577,834                  590,227
                                                       ------------             ------------
Costs and expenses
   Cost of revenues                                         359,195                     --
   Training and related expenses                            625,344                  228,088
   Promotion and other operating expenses                 4,768,552                3,651,354
   Other                                                      8,955                     --
                                                       ------------             ------------
                                                          5,762,046                3,879,442
                                                       ------------             ------------
           Loss from operations                          (4,184,212)              (3,289,215)
                                                       ------------             ------------
Other income
   Interest and dividend income                              66,579                  103,240
   Other                                                     13,446                    6,807
                                                       ------------             ------------
                                                             80,025                  110,047
                                                       ------------             ------------
           Loss before income taxes                      (4,104,187)              (3,179,168)

Income taxes                                                  3,437                    5,789
                                                       ------------             ------------
           Net loss                                      (4,107,624)              (3,184,957)

Accumulated deficit, beginning of year                   (6,245,264)              (3,060,307)
                                                       ------------             ------------
           Accumulated deficit, end of year            $(10,352,888)            $ (6,245,264)
                                                       ============             ============
Weighted average common shares outstanding                6,901,923                5,369,127
                                                       ============             ============
Basic loss per share                                   $       (.60)            $       (.59)
                                                       ============             ============

</TABLE>

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

                                      F-3




 <PAGE>

<PAGE>




             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                                            1998                    1997
                                                                         -----------            -----------
<S>                                                                      <C>                     <C>         
Cash flows from operating activities
   Net loss                                                              $(4,107,624)            $(3,184,957)
   Adjustments to reconcile net loss to net cash used in
     operating activities
       Depreciation and amortization                                          14,679                   7,226
       Provision for doubtful accounts                                       766,765                 126,788
       Common stock issued for consulting and other services                 310,400                 284,470
       Stock-based compensation                                              145,801                  26,338
       Realized gain on marketable securities                                   --                    (9,217)
       Gain on sale of transportation equipment                                 --                    (6,289)
       Changes in assets and liabilities
         Accounts receivable                                                (332,777)               (406,437)
         Due from or to boxers                                              (123,917)               (288,446)
         Prepaid expenses and other assets                                     3,522                 242,396
         Inventories                                                        (110,207)                   --
         Accounts payable and accrued expenses                               541,037                (270,146)
         Escrow payable                                                      (78,739)                  6,188
         Due to related party                                                   --                  (168,826)
         Advance on letter of credit                                            --                   (70,000)
                                                                         -----------             -----------
           Net cash used in operating activities                          (2,971,060)             (3,710,912)
                                                                         -----------             -----------
Cash flows from investing activities
   Proceeds (purchases) of certificates of deposit                         1,060,049                (760,049)
   Proceeds (purchases) of marketable securities                                                   3,098,760
   Acquisition of property and equipment                                     (51,805)                   --
   proceeds from sale of transportation equipment                               --                    34,229
   due from related party                                                    (14,976)                (15,848)
                                                                         -----------             -----------
           Net cash provided by investing activities                         993,268               2,357,092
                                                                         -----------             -----------
Cash flows from financing activities
   Issuance of common stock                                                1,426,759               1,332,967
   Deferred stock offering costs                                            (281,606)                   --
   Proceeds from note and loans payable                                      202,662                    --
   Repayment of notes payable and debt                                          --                   (25,515)
                                                                         -----------             -----------
           Net cash provided by financing activities                       1,347,815               1,307,452
                                                                         -----------             -----------
Net decrease in cash and cash equivalents                                   (629,977)                (46,368)
Cash and cash equivalents, beginning of year                                 745,137                 791,505
                                                                         -----------             -----------
Cash and cash equivalents, end of year                                   $   115,160             $   745,137
                                                                         ===========             ===========
Supplemental cash flow disclosures
   Income taxes paid                                                     $     2,837             $     6,489

Noncash financing activities
   Issuance of common stock for consulting and other services                310,400                 284,470
   Stock-based compensation charged to expense                               145,802                  26,338

</TABLE>

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

                                      F-4



 <PAGE>

<PAGE>




             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

                     YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                                                           Demand Note   Unrealized
                                             Common Stock             Additional                           Receivable    Gain on
                                        ---------------------           Paid-in          Accumulated        for Common   Marketable
                                        Shares         Amount           Capital            Deficit             Stock     Securities
                                        ------         ------         ----------         -----------        -----------  ----------
<S>                                    <C>            <C>            <C>                <C>                 <C>             <C>    
Balance, January 1, 1997               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               --               --            --
   Services to boxers                      8,500            85             12,155               --               --            --
   Private placements                    764,442         7,644          1,612,350               --               --            --
Change in unrealized gain 
  on marketable securities                  --            --                 --                 --               --          (9,217)
Stock-based compensation - options          --            --               26,338               --               --            --
Cost of private placements                  --            --             (287,027)              --               --            --
Net loss                                    --            --                 --          (3,184,957)             --            --
                                      ----------     ---------       ------------        ------------     ------------     --------
Balance, December 31, 1997             6,262,197        62,622          8,396,247        (6,245,264)         (12,350)          --
Issuance of common stock
   Consulting services                   100,000         1,000            159,000               --               --            --
   Legal services                         65,000           650             77,350               --               --            --
   Finder's fee                           50,000           500             71,900               --               --            --
   Football agent                        200,000         2,000             (2,000)              --               --            --
   Private placements                    660,000         6,600          1,528,609               --               --            --
Stock-based compensation - options          --            --              145,801               --               --            --
Cost of private placements                  --            --             (108,450)              --               --            --
Net loss                                    --            --                 --           (4,107,624)            --            --
                                      ----------      --------       ------------        ------------     ------------       ------
Balance, December 31, 1998             7,337,197      $ 73,372       $ 10,268,457       $(10,352,888)     $   (12,350)       $ -0-
                                      ==========      ========       ============        ============     ============       ======
</TABLE>


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

                                       F-5


<PAGE>
<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 90% by WWES and 10% by a
     principal formerly associated with Impact Sports Management, LLC
     ("Impact").

          Worldwide Football Management, Inc. ("WWFM"), a wholly owned
     subsidiary, which was incorporated in Delaware on March 10, 1997 to provide
     management, agency and marketing services to football players.

          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.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation

          The consolidated financial statements include the accounts of WWES,
     its wholly owned subsidiaries and its 90% owned subsidiary (collectively,
     the "Company"). All significant intercompany balances and transactions have
     been eliminated.


                                  (Continued)

                                      F-6



 <PAGE>

<PAGE>




             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Minority Interest

          As discussed in Note 1, WWES has a 90% ownership interest in WWBM; the
     remaining 10% interest is owned by a former officer of WWBM. Net losses of
     WWBM for the years ended December 31, 1998 and 1997 were approximately
     $642,000 and $308,000, respectively. The accumulated deficit of the
     minority interest exceeded the minority interest in the equity capital of
     WWBM as of December 31, 1998 and 1997 by approximately $64,000 and
     $172,000, respectively. Such excesses were charged against WWES, the
     majority interest, and was reflected in the statement of operations for the
     years ended December 31, 1998 and 1997.

     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.

     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.

     Inventories

          Inventories consist of memorabilia such as authographed plaques,
     jerseys, footballs, football helmets and photographs of professional
     athletes, and are valued at the lower of cost (first-in, first-out) or
     market.

     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.

     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.


                                  (Continued)

                                      F-7



 <PAGE>

<PAGE>



             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    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.

     Income Taxes

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

          The Company accounts for income taxes in accordance with Statement of
     Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
     Taxes", determining deferred tax assets and liabilities using the liability
     method. Deferred taxes are recorded on net operating loss carryforwards and
     differences between financial reporting and income tax bases of assets and
     liabilities, using enacted income tax rates. Valuation allowances are
     established until realization is assured.

     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. SFAS No. 123
     permits entities to recognize the fair value of all stock-based awards on
     the date of grant as an expense over the vesting period (see Note 9).

     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.

     Reclassifications

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

                                  (Continued)

                                      F-8



 <PAGE>

<PAGE>




             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3 - PROPERTY AND EQUIPMENT

          Property and equipment consist of the following:

<TABLE>
<CAPTION>

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

           <S>                                     <C>                  <C>   
            Gym equipment and furniture            $108,255             $56,575
            Leasehold improvements                    7,116               7,116
                                                   --------             -------
                                                    115,371              63,691
            Less - Accumulated depreciation
               and amortization                      57,216              42,662
                                                   --------             -------
                                                   $ 58,155             $21,029
                                                   ========             =======
</TABLE>


4 - NOTE PAYABLE

          At December 31, 1998, WWES was obligated on a note payable for
     $100,000 to an unrelated party, which required interest at 12% a year. The
     note and accrued interest was repaid in february 1999.

5 - LOAN PAYABLE

          A noninterest-bearing $100,000 loan payable by WWES to a stockholder
     was repaid in February 1999.

6 - ESCROW PAYABLE

          The Company is holding funds in escrow on behalf of a boxer until
     release is requested.

                                  (Continued)

                                      F-9



 <PAGE>

<PAGE>




             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7 - INCOME TAXES AND DEFERRED INCOME TAXES

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

<TABLE>
<CAPTION>
                                                              1998                    1997
                                                          -----------             -----------
            <S>                                           <C>                     <C>        
            Income taxes
              State income taxes                          $     3,437             $     5,789
                                                          ===========             ===========

            Deferred tax assets
              Net operating loss carryforwards            $ 2,876,141             $ 2,103,258
              Stock-based compensation                         58,527                   8,955
                                                          -----------             -----------

                                                            2,934,668               2,112,213

              Less - Valuation allowance                   (2,934,668)             (2,112,213)
                                                          -----------             -----------

                       Net deferred tax asset             $     -0-               $     -0-
                                                          ===========             ===========
</TABLE>

          The Company has available net operating loss carryforwards of
     approximately $8,500,000, which may be utilized to reduce any Federal
     taxable income through 2018.

8 - 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 placement at $1.25 a share, for a total of $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.


                                  (Continued)

                                      F-10



 <PAGE>

<PAGE>




             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8 - 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.

              On March 27, 1998, sold 660,000 shares of restricted common stock
              in a private placement at $2.25 a share, for a total of $1,485,000
              less private placement expenses of $50,000.

              On May 12, 1998, issued 100,000 shares of restricted common stock,
              with a fair value of $160,000, for consulting services rendered by
              a consulting firm.

              On June 2, 1998, issued 50,000 shares of restricted common stock,
              with a fair value of $72,400, to an individual as a finder's fee
              in connection with a private placement.

              On june 10, 1998, issued 65,000 shares of restricted common stock,
              with a fair value of $78,000, for legal services performed.

              On December 20, 1998, issued 200,000 shares of restricted common
              stock to the minority stockholder of WWFM, in exchange for his 20%
              interest in WWFM, under the terms of a stockholder agreement dated
              April 17, 1997.

9 - STOCK OPTION PLANS

          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 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, not less than 110% of the fair
     market value of the stock on the grant date.

                                  (Continued)

                                      F-11




 <PAGE>

<PAGE>




             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9 - STOCK OPTION PLANS (Continued)

          WWES's stock option plans provide for the granting of stock options to
     officers, key employees, directors and outsiders. The status of WWES's
     stock option plans at December 31, 1998 is summarized as follows:

<TABLE>
<CAPTION>
                                                               Number of        Weighted Average
                                                                 Shares          Exercise Price
                                                               ---------        ----------------
            <S>                                                <C>                   <C> 
              Outstanding at January 1, 1997                       -                 $  -

              Granted                                            863,000               2.86
              Excercised                                           -                     -
              Cancelled                                            -                     -
                                                               ---------
              Outstanding at December 31, 1997                   863,000               2.86
              Granted                                          1,410,500               1.77
              Excercised                                           -                    -
              Cancelled                                            -                    -
                                                               ---------
              Outstanding (held by 40 optionees)
                at December 31, 1998                           2,273,500             $ 2.02
                                                               =========             ======
              Options exercisable at
                December 31, 1998                              1,637,500             $ 2.00
                December 31, 1997                                863,000               2.86

</TABLE>

          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 4.59% for five-year options and 4.75%
     for ten-year options and a volatility factor of expected market price of
     WWES's common stock of 94.25%. Under the provisions of SFAS No. 123, WWES's
     compensation expense arising from the grant of stock options for the years
     ended December 31, 1998 and 1997 were $145,802 and $26,338, respectively.
     The related deferred tax asset of $49,573 and $8,955 for the years ended
     December 31, 1998 and 1997, respectively, was recorded based on a 34% tax
     rate for the resulting temporary difference.

                                  (Continued)

                                      F-12



 <PAGE>

<PAGE>




             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9 - STOCK OPTION PLANS (Continued)

          Summary information about WWES's stock options outstanding at December
    31, 1998 is as follows:

<TABLE>
<CAPTION>
                                                   Weighted
                                                    Average        Weighted                             Weighted
         Range of            Outstanding at       Contractual       Average      Exercisable at          Average
         Exercise              December 31,         Periods        Exercise       December 31,         Exercisable
           Price                    1998            in Years         Price            1998                Price
    ------------------       ------------------  --------------   ------------    -----------------    ----------
<S>                          <C>                   <C>          <C>              <C>                    <C>   
    $  2.875                     435,500               8.7          $2.875           435,500            $  2.875
       2.875                     115,000               3.7           2.875           115,000               2.875
       2.000 - $2.875            197,500               2.9           2.653           197,500               2.653
       2.875                     115,000               8.7           2.875           115,000               2.875
       1.500                     320,000               9.1           1.500           320,000               1.500
       1.438 -  2.875          1,090,500               4.9           2.027           454,500               1.960
                              ----------                                           ---------

      $1.438 - $2.875          2,273,500               6.3          $2.020         1,637,500            $  2.000
      ===============         ==========               ===          ======         =========            ========

</TABLE>




10 - LIFE INSURANCE POLICIES

          WWES is the owner and beneficiary of insurance policies for $400,000
     on the life of a boxer, and an insurance policy for $200,000 on the life of
     its chief executive officer.

11 - RELATED PARTY TRANSACTIONS

          WWES advanced $14,976 and $31,696 on behalf of Impact during the years
     ended December 31, 1998 and 1997, respectively. the receivable is
     noninterest-bearing and unsecured, and has been offset in full by a
     valuation allowance.

                                  (Continued)

                                      F-13




 <PAGE>

<PAGE>




             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12 - 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 $6,730.

     Employment Agreements

          WWES has entered into a five-year employment agreement with its chief
     executive officer beginning 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 owns a
     $200,000 key person life insurance policy on this executive's life, with
     WWES as beneficiary.

          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.

          In connection with the formation of the memorabilia division of WWTS,
     WWTS signed a five-year employment agreement with a key employee, effective
     April 30, 1998, which provides for annual compensation of $40,000. On
     October 22, 1998, this agreement was amended to increase the employee's
     annual salary from $40,000 to $45,000, effective October 1, 1998. In
     addition, WWTS will pay the employee 5% of actual amounts received from
     sales of memorabilia.


                                  (Continued)

                                      F-14




 <PAGE>

<PAGE>



             WORLDWIDE ENTERTAINMENT & SPORTS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12 - COMMITMENTS AND OTHER MATTERS (Continued)

     Termination Agreements

          On August 1, 1998, WWBM terminated its employment agreement with its
     former executive vice president, paying him $15,000 and forgiving loans
     receivable from him of approximately $69,000. These amounts were charged to
     expense for the year ended December 31, 1998.

          On August 31, 1998, WWBM terminated its employment agreement with its
     former president, and is negotiating the compensation, if any, he is
     entitled to under the terms of his employment 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:

<TABLE>
<CAPTION>
                Year Ending
               December 31,
               ------------
                   <S>                                      <C>        
                     1999                                    $25,000
                     2000                                     25,000
                     2001                                      2,000
                                                             -------
                                                             $52,000
                                                             =======
</TABLE>


13 - SUBSEQUENT EVENT

          On February 3 and February 4, 1999, WWES closed on the sales of
     4,333,334 newly issued shares of common stock at $1.50 a share in a public
     offering. Underwriting costs, including commissions, were approximately
     $875,000, and net proceeds to WWES were approximately $5,625,000.

 
                                      F-15


 <PAGE>

<PAGE>




ITEM 13. EXHIBITS LIST AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                            DESCRIPTION OF EXHIBIT
--------                          ------------------------
<S>              <C>
  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

</TABLE>

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

**   Incorporated by reference to the Company's Annual Report on Form 10-KSB
     for the year ended December 31, 1997

Current Reports on 8-K Filed by the Company for the year ended December 31,
1998:

<TABLE>
<CAPTION>

Date             Event
----             -----
<S>              <C>
1/13/98         Change in Independent Public Accountants
1/15/98         Private Placement of Common Stock
</TABLE>

                                       II-1




 <PAGE>

<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: March 31, 1999

       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.

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

           Date: March 31, 1999                      

                                       II-2



<PAGE>