UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC 20549
   
                                    FORM 10 - QSB/A
                                   (AMENDMENT NO. 1)
    

          [X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934

                       For the Quarter Ended November 30, 1997

                                          OR

          [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

              For the transition period from __________  to  __________

                           Commission File Number   0-22969

                               SYNAPTX WORLDWIDE, INC.
   
         (Exact name of small business issuer as specified in its charter)
    

                              UTAH                        87-0375342
                (State or other jurisdiction of       (I.R.S. Employer
                  incorporation or organization)        Identification No.)

                     385 AIRPORT ROAD, SUITE A, ELGIN, IL  60123
   
                       (Address of principal executive offices)
    

          Registrant's telephone no., including area code:  (847)  622-0200
   
                             (Issuer's telephone number)
    

               Check whether the issuer (1) filed all reports required to
          be filed by Section 13 or 15 (d) of the Securities Exchange Act
          of 1934 during the past 12 months (or for such shorter period
          that the registrant was required to file such reports), and (2)
          has been subject to such filing requirements for the past 90
          days.
          Yes  X    No
              ---      ___

                         APPLICABLE ONLY TO CORPORATE ISSUERS

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

                                                         OUTSTANDING AS OF
                       CLASS                             DECEMBER 31, 1997
          Common Stock, $ .001 par value                     5,236,660


          <PAGE>


                                  TABLE OF CONTENTS


          Heading                                                      Page
          -------                                                      ----
                            PART  I.  FINANCIAL INFORMATION

          Item 1.    Financial Statements

                     Consolidated Balance Sheets - November 30,
                     1997 and August 31, 1997

                     Consolidated Statements of Operations -
                     three months ended November 30, 1997 and
                     1996

                     Consolidated Statements of Cash Flows -
                     three months ended November 30, 1997 and
                     1996

                     Notes to Consolidated Financial Statements

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

                             PART  II.  OTHER INFORMATION

   
          Item 2.    Changes in Securities and Use of Proceeds
    

          Item 5.    Other Information

          Item 6.    Exhibits and Reports on Form 8-K

                     SIGNATURES


          <PAGE>


                                       PART  I

          ITEM 1.   FINANCIAL STATEMENTS

               The following unaudited Condensed Consolidated Financial 
          Statements for the three month periods ended November 30, 1997 
          and 1996 have been prepared by the Company.

         
    <PAGE>


          SYNAPTX WORLDWIDE, INC. AND SUBSIDIARIES
          CONSOLIDATED BALANCE SHEETS
          AS OF NOVEMBER 30, 1997 AND AUGUST 31, 1997


                                                NOVEMBER 30      AUGUST 31,
                                                (UNAUDITED)      (AUDITED)
                                                -----------      ----------
          ASSETS
          CURRENT ASSETS:
             Cash                                $   68,802     $   58,265 
             Accounts receivable                    950,363      1,001,638 
             Prepaid expenses and
                deposits                             42,392         44,662 
                                                 ----------     ---------- 
                Total current assets              1,061,557      1,104,565 

          PROPERTY AND EQUIPMENT                    277,349        254,990 
             Less accumulated depreciation          (88,850)       (69,041)
                                                 ----------     ---------- 
                Net property and equipment          188,499        185,949 

                                                            
          COSTS IN EXCESS OF NET ASSETS ACQUIRED
             (net of accumulated amortization of
              $173,654 and $129,372)              1,587,391      1,631,673 
          OTHER ASSETS                               83,264         60,998 
                                                 ----------     ---------- 
          TOTAL ASSETS                          $ 2,920,711    $ 2,983,185 
                                                ===========    =========== 

   
          LIABILITIES AND STOCKHOLDERS' EQUITY     
          CURRENT LIABILITIES:
    
             Accounts payable                    $  640,349    $   679,477 
             Accrued expenses and taxes             294,071        199,644 
             Notes payable                          261,702        295,482 
             Current portion of long-term debt        7,934          8,120 
             Deferred revenue                       309,000        414,700 
                                                 ----------     ---------- 
                Total current liabilities         1,513,056      1,597,423 

          LONG-TERM DEBT, NET OF CURRENT PORTION     20,200         21,200 
          COMMITMENTS                                     -              - 

   
          STOCKHOLDERS' EQUITY 
    
             Preferred stock; $.001 par value; 
                10,000,000 shares authorized, 
                none issued                               -              - 
             Common stock; $.001 par value; 
                25,000,000 shares authorized, 
                5,208,660 and 5,193,660 
                issued and outstanding                5,209          5,194 
             Additional paid in capital           2,081,395      2,052,977 
             Deficit                               (699,149)      (693,609)    
                                                 ----------     ---------- 
   
                   Total stockholders' 
                      equity                      1,387,455      1,364,562 
                                                 ----------     ---------- 
    

   
          TOTAL LIABILITIES AND STOCKHOLDERS'
             EQUITY                             $ 2,920,711    $ 2,983,185 
                                                ===========    =========== 
    

          <PAGE>


          SYNAPTX WORLDWIDE, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE THREE MONTHS ENDED NOVEMBER 30, 1997 AND 1996



                                                     1997           1996
                                                  (UNAUDITED)    (UNAUDITED)
                                                  -----------    -----------
          NET SALES AND REVENUES:
             Marketing services and production  $ 1,222,433    $   592,926 
             Commission income                      265,090              - 
             Executive placement fees                15,330              - 
                                                 ----------     ---------- 
                 Total revenues                   1,502,853        592,926 
                                                 ----------     ---------- 


          COST OF SALES AND REVENUES              1,028,206        439,290 
                                                 ----------     ---------- 

          GROSS PROFIT                              474,647        153,636 

          Selling, general and administrative
             expenses                               406,040        248,961 
   
          Depreciation and amortization              64,091         32,130 
                                                 ----------     ---------- 
    

   
          INCOME (LOSS) FROM OPERATIONS               4,516       (127,455)
    

          Interest expense                           10,056         23,093 
                                                 ----------     ---------- 

          NET LOSS                              $    (5,540)   $  (150,548)
                                                ===========    =========== 

          WEIGHTED AVERAGE SHARES OUTSTANDING     5,201,160      3,075,050 

          NET LOSS PER SHARE                    $     (0.00)   $     (0.05)
                                                ===========    =========== 


          <PAGE>


          SYNAPTX WORLDWIDE, INC. AND SUBSIDIARIES          
          CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE THREE MONTHS ENDED NOVEMBER 30, 1997 AND 1996


                                                     1997           1996
                                                  (UNAUDITED)    (UNAUDITED)
                                                  -----------    -----------

          CASH FLOWS FROM OPERATING ACTIVITIES
             Net loss                             $  (5,540)     $(150,548)
             Adjustments to reconcile net loss
                to net cash (used in) provided
                by operating activities:
             Depreciation                            19,809         10,700 
   
    
             Amortization                            44,282         21,430 
             Changes in assets and liabilities
                net of assets acquired:
             Decrease (increase) in
                 accounts receivable                 51,275       (173,539)
             Decrease in other current assets         2,270         24,263 
             (Decrease) increase in 
                accounts payable                    (39,128)       109,390 
             Increase (decrease) in 
                accrued expenses and taxes           94,427       (165,527)
             (Decrease) increase in 
                deferred revenue                   (105,700)        85,000 
                                                 ----------     ---------- 
   
             Net cash provided by (used in) 
                operating activities                 61,695       (238,831)
                                                 ----------     ---------- 
    


          CASH FLOWS FROM INVESTING ACTIVITIES
   
             Additions to property, plant and
                equipment                           (22,359)       (64,204)
    
             Additions to other assets              (22,266)       (11,317)
                                                 ----------     ---------- 
                Net cash used in investing
                   activities                       (44,625)       (75,521)
                                                 ----------     ---------- 

          CASH FROM FINANCING ACTIVITIES
             (Reductions in) bank lines of credit   (33,780)       (45,619)
             (Reductions in) long-term debt          (1,186)       (57,942)
             Decrease in restricted cash                  -         10,000 
             (Decrease) in liability to 
                private placement subscribers             -        (10,000)
             Decrease in deferred placement costs         -          5,000 
             Decrease in due from Maxwell Partners        -         50,000 
             Increase in due to related party             -         26,200 
             (Decrease) in due to officer                 -        (32,000)
             Issuance of common stock-net            28,433        368,713 
                                                 ----------     ---------- 
   
                Cash (used in) provided by
                    financing activities             (6,533)       314,352 
                                                 ----------     ---------- 
    


          NET INCREASE IN CASH                       10,537              - 

          Cash at beginning of Period                58,265              - 
                                                 ----------     ---------- 
   
          CASH AT END OF PERIOD                   $  68,802      $       - 
                                                ===========    =========== 
    


          <PAGE>


          SYNAPTX WORLDWIDE, INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
          UNAUDITED

          NOTE 1.  BASIS OF PRESENTATION

               The financial information included herein is unaudited;
               however, such information reflects all adjustments 
               (consisting solely of normal recurring adjustments) which,
               in the opinion of management, are necessary for a fair
               statement of results for the interim periods. The
               accompanying financial statements include estimated amounts
               and disclosures based on management's assumptions about
               future events.  Actual results may differ from those
               estimates.

               The results of operations for the three month periods ended
               November 30, 1997 and 1996 are not necessarily indicative of
               the results to be expected for the full year.

               The condensed consolidated financial statements have been
               prepared by the Company, without audit, pursuant to the
               rules and regulations of the Securities and Exchange
               Commission.  Certain information and footnote disclosures
               normally included in financial statements prepared in
               accordance with generally accepted accounting principles
               have been condensed or omitted pursuant to such rules and
               regulations, although the Company believes that the
               disclosures are adequate to make information presented
               not misleading.

               These financial statements should be read in conjunction
               with the financial statements included in the Company's Form
               10-SB/A for the fiscal year ended August 31, 1997, as filed
               with the Securities and Exchange Commission and available
               under the EDGAR reporting system or from the Company.

               The Company's financial statements are presented on a going
               concern basis, which contemplates the realization of assets
               and satisfaction of liabilities in the normal course of
               business.

               The Company has experienced recurring losses from operations
               as a result of its investment in personnel necessary to
               achieve its operating plan which is long-range in nature. In
               addition to the net loss of $5,540 for the three-month
               period ended November 30, 1997, as included herein, for the
               years ended August 31, 1997 and 1996 the Company realized
               net losses of $602,555 and $72,541, respectively.   For the
               ten months ended August 31, 1995 (initial period of
               operation), the Company experienced a net loss of $18,513.  
               At November 30, 1997, the Company has a working capital
               deficit of $451,499, supported by positive stockholders'
               equity of $1,387,455.


     <PAGE>

               The Company's ability to continue as a going concern is
               contingent upon its ability to secure additional financing
               and attain profitable operations.  In addition, the
               Company's ability to continue as a going concern must be
               considered in light of the problems, expenses and
               complications frequently encountered by entrance into
               established markets and the competitive environment in which
               the Company operates.

               Although the Company is pursuing a secondary private
               placement plus the refinancing and expansion of outstanding
               debt, there can be no assurance that the Company will be
               able to secure financing when needed or obtain such terms
               satisfactory to the Company, if at all, or complete its
               secondary private placement.  Failure to secure such
               financing or complete its secondary private placement may
               result in the Company rapidly depleting its available funds
               and not being able to comply with its payment obligations
               under its bank loans.  In addition, if the Company is unable
               to meet its obligations under its credit agreements, such
               creditors shall have the right to foreclose on the assets of
               the Company, which will be prior to the interests of the
               holders of Common Stock.

               The financial statements do not include any adjustments to
               reflect the possible future effects on the recoverability
               and classification of assets or the amounts and
               classification of liabilities that may result from the
               possible inability of the Company to continue as a going
               concern.

          NOTE 2.  PRINCIPLES OF CONSOLIDATION

   
               The condensed consolidated financial statements include the
               accounts of the Company and its wholly owned subsidiaries. 
               The subsidiaries consist of Synaptx Access, Inc., acquired
               in June, 1996, Synaptx Impulse, Inc., acquired in October,
               1996, and ORAYCOM, Inc., acquired in June, 1997.   Upon
               consolidation, significant intercompany accounts,
               transactions and profits are eliminated.
    

          NOTE 3.  PRIVATE PLACEMENTS

               On October 2, 1997, the former owner of ORAYCOM, Inc. who is
               an existing employee of the Company purchased 15,000 shares of
               the Company's common stock, at the then fair market value of
               $2.00 per share, resulting in receipt of $30,000.

               On October 22, 1997, the Board of Directors authorized a
               second private placement of up to $2,000,000 in either
               shares of the Company's common stock at $2.30 per share or
               of units at $3.00 per unit consisting of one share of the
               Company's common stock and a warrant to purchase an
               additional share of the Company's common stock at $2.30 per
               share with an exercisable life of five years.  The period of


     <PAGE>


               this offering extends through January 20, 1998.  Through
               January 14, 1998, 28,000 shares of the Company's common
               stock plus stock warrants representing the right to
               purchase 15,000 shares of the Company's common stock at
               $2.30 per share have been issued resulting in proceeds of
               $74,900, all received after November 30, 1997.


     <PAGE>


          NOTE 4.  SUPPLEMENTAL CASH FLOW DISCLOSURES

               On October 1, 1996 the Company purchased all of the capital
               stock of Maxwell Partners, Inc.  (N/K/A Synaptx Impulse,
               Inc.), for $690,000 utilizing the Company's $.001 par value
               common stock.  In conjunction with the acquisition, assets
               with a fair value of $591,384 were acquired and liabilities
               of $1,160,026 were assumed.  Though cash of $43,231 was paid
               for this and a subsequent acquisition, none of these payments
               applied to the three month periods ended November 30, 1997 or
               1996.

               Cash paid for interest was $11,200 and $10,423 for 
               the three month periods ended November 30, 1997 and 1996, 
               respectively.

          NOTE 5.  SUBSEQUENT EVENTS

               On January 5, 1998, the Company acquired WG Controls, Inc.,
               an Illinois Corporation, ("WG Controls") for 285,715 shares
               of the Company's $ .001 par value common stock, 137,143
               shares of the Company's $ .001, Series A, convertible
               preferred stock and $270,000 in cash payable as follows:
               $125,000 on the first anniversary date of the Agreement,
               $125,000 on the second anniversary date of the Agreement,
               and $20,000 on the third anniversary date of the Agreement.
               The total initial cost of the acquisition is approximately
               $1,112,400, which is anticipated to exceed the fair value
               of the net assets being acquired by approximately $1,000,000.
               The excess will be amortized on the straight-line method
               over twenty years.

               Additionally, pursuant to the terms of the acquisition, the
               former shareholders of WG Controls may earn additional
               purchase price consideration in the form of additional


     <PAGE>


               common stock of the Company based on the attainment of both
               "commission revenues" and "earnings" above specified levels
               by WG Controls beginning January 1, 1998 through December
               31, 1999.  The additional consideration is specified as
               fixed amounts for the attainment of specified annual
               "commission revenues" and "earnings" for the subsequent
               calendar years ending December 31, 1998 and 1999.  If WG
               Controls meets the specified "commission revenues" and
               "earnings" amounts, the additional consideration could
               amount to $1,000,000.  The additional consideration, if any,
               would be added to the cost in excess of net assets acquired
               and will be amortized on the straight-line method over the
               remaining life of the twenty year amortization period,
               described above.

               WG Controls is a sales representative firm based in Illinois
               (approximately fifteen miles northwest of Chicago) that
               provides field sales and business development support for
               specified product lines and/or territories for clients under
               contract who include RELTEC, Thomas & Bettes and Johanson in
               addition to approximately 15 other clients.  Revenues
               represent the earning of commissions on its customers'
               sales.


     <PAGE>


          ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS

               The Company is a fully integrated service provider of
          consulting, marketing, sales advice and implementation strategies
          serving customers in the telecommunications and information
          industries.  The Company operates in one business segment.  The
          Company's fiscal year ends August 31.

          OVERVIEW

               The Company plans marketing programs and develops sales and
          marketing literature for print and electronic media for which
          consulting fees are charged and production revenues are
          generated, represents certain product lines of customers
          serving the telecommunications (both voice and data networking)
          and cable TV industries as sales representatives for which
          commission income is being earned, and places executives in
          positions at telecommunications clients, primarily in sales and
          marketing positions, for which executive placement fees are being
          realized as revenues based upon an agreed upon percentage of
          salary and other compensation of the individuals so hired.

               The Company's objective is to use its knowledge of and its
          sales and marketing resources focused on the telecommunications
          industry to acquire and improve equipment manufacturers and
          software developers.  Targeted acquisition candidates would
          include companies that have demonstrated an ability to envision,
          design and commercialize unique telecommunications products and
          services.  Once such an entity is acquired, the Company will
          direct its sales, marketing and managerial resources toward
          achieving increased revenues and earnings.  To date, the Company
          has only acquired companies that support its core services of
          consulting, marketing and sales.  They will be the foundation to
          help create the potential revenues and earnings growth for target
          acquirees.

               The Company's ability to continue as a going concern is
          contingent upon its ability to secure additional financing,
          complete a secondary private placement, and attain profitable
          operations.  In addition, the Company's ability to continue as a
          going concern must be considered in light of the problems,
          expenses and complications frequently encountered by entrance
          into established markets and the competitive environment in which
          the Company operates.


     <PAGE>


          RESULTS OF OPERATIONS

               The following table sets forth the percentage relationship
          to total revenues of principal items contained in the Company's
          Consolidated Statements of Operations for the three month periods
          ended November 30, 1997 and 1996.  It should be noted that
          percentages discussed throughout this analysis are stated on an
          approximate basis.

                                                        Three Months Ended
                                                           November 30,
                                                        ------------------
                                                          1997       1996 
                                                          ----       ----
                                                            (Unaudited)

               Net sales and revenues . . . . . . . .     100%       100% 
               Cost of sales  . . . . . . . . . . . .      68%        74% 
                                                          ----       ----
               Gross Profit . . . . . . . . . . . . .      32%        26% 
               Selling, general and administrative
               expenses . . . . . . . . . . . . . . .      31%        47% 
                                                          ----       ----

               Operating income (loss)  . . . . . . .       1%       (21%)
               Interest expense . . . . . . . . . . .       1%         4% 
                                                          ----       ----

               Net loss . . . . . . . . . . . . . . .      (0%)     ( 25%)
                                                          ====       ====


          NET SALES AND REVENUES

               The Company's net sales and revenues increased by $909,927
          or 153%, from $592,926 for the three months ended  November 30,
          1996 ("1Q/97") to $1,502,853 for the three months ended November
          30, 1997 ("1Q/98"). The increase was attributable to increases of
          $629,507 from Marketing Services and Production, $265,090 from
          Commission Income, and $15,330 from Executive Placement Fees. The
          increases are in part due to 1Q/98 figures having a full three
          months of activity of the three major revenue sources, Synaptx
          Impulse ("Impulse"), Synaptx Access ("Access"), and ORAYCOM
          ("ORAYCOM"), while 1Q/97 revenues included only two months of
          activity for Impulse and no activity for ORAYCOM.

          COST OF SALES

               Cost of sales and revenues increased by $588,916 in 1Q/98,
          or 134%, from $439,290 in 1Q/97 to $1,028,206 in 1Q/98.  The
          increase was primarily due to 1Q/98 amounts including a full
          three months of activity for the three major revenue sources,
          while 1Q/97 included only two months of activity for Impulse, and
          no activity for ORAYCOM.

          GROSS PROFIT

               The Company's gross profit margin, was 25.9% and 31.6% for
          1Q/97 and 1Q/98, respectively.  The increase in gross profit
          margin of 5.7 points in 1Q/98 is attributable to a more favorable
          mix of revenues, concentrating more on higher margin professional
          fees and sales commissions and de-emphasizing lower margin


     <PAGE>


          production type work.

          SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

               Selling, general and administrative expenses, including
          depreciation and amortization, increased by $189,040 in 1Q/98 or
          67% from $281,091 in 1Q/97 to $470,131 in 1Q/98.  This increase is
          primarily attributable to a full quarter of operations for the
          major subsidiaries in 1Q/98, versus only two months of activity
          for Impulse, and no activity for ORAYCOM in 1Q/97 and an increase
          of approximately $30,000 in depreciation and amortization,
          primarily associated with the above described acquisitions.

          INTEREST EXPENSE

               Interest expense decreased by $13,037 in 1Q/98 or 56%, from
          $23,093 in 1Q/97 to $10,056 in 1Q/98.  This decrease is attributable
          to the repayment of a short-term loan in the subsequent quarter
          with $14,000 of interest attributable to amortization of stock
          warrants issued at an exercise price below fair market value.

          NET OPERATING LOSS
   
               The Company has accumulated approximately $460,000 of net
          operating loss carryforwards as of November 30, 1997, which may
          be offset against taxable income and income taxes in future
          years.  The use of these losses to reduce future income taxes
          will depend on the generation of sufficient taxable income prior
          to the expiration of the net operating loss carryforwards.  The
          carry forwards expire in the year 2012.  In the event of certain
          changes in control of the Company, there will be an annual
          limitation on the amount of net operating loss carryforwards
          which can be used.  No tax benefit has been reported in the
          financial statements for the year ended August 31, 1997 or for
          the three months ended November 30, 1997 because there is a 50%
          or greater chance that the carryforward will not be utilized. 
          Accordingly, the potential tax benefit of the loss carryforward
          is offset by a valuation allowance of the same amount.
    

          LIQUIDITY AND CAPITAL RESOURCES

               The Company's principal cash requirements are for selling,
          general and administrative expenses, primarily outside
          consultants such as independent contractors who provide design,
          copywriting and professional marketing and sales consulting
          services, employee costs, funding of accounts receivable, capital
          expenditures and funding of acquisitions.  The Company's primary
          sources of cash have been from an initial private placement of
          the Company's common stock which raised $753,993 of net proceeds,
          a stock rights offering to then existing shareholders which
          raised $7,828, a private placement to an existing employee of the
          Company which raised $30,000 and a secondary private placement


     <PAGE>


          which has raised $74,900, plus cash derived from operations. The
          Company is investigating various sources for additional
          financing, including both equity infusion and debt facility
          arrangements although no agreements for such additional financing
          have been reached as of the date of this filing.

   
                Although the Company is pursuing a secondary private
          placement plus the refinancing and expansion of outstanding
          debt, there can be no assurance that the Company will be
          able to secure financing when needed or obtain such terms
          satisfactory to the Company, if at all, or complete its
          secondary private placement.  Failure to secure such
          financing or complete its secondary private placement may
          result in the Company rapidly depleting its available funds
          and not being able to comply with its payment obligations
          under its bank loans.  In addition, if the Company is unable
          to meet its obligations under its credit agreements, such
          creditors shall have the right to foreclose on the assets of
          the Company, which will be prior to the interests of the
          holders of Common Stock.
    

          Three Months Ended November 30, 1997

   
                    Cash increased $10,537 from $58,265 at the beginning 
               of the period to $68,802 at the end of the period.  Net
               cash provided by operations was $61,695 mainly
               attributable to non-cash expense items (depreciation
               and amortization) of $64,091 and a net increase in
               accounts payable and accrued expenses of $55,299 and
               a decrease in accounts receivable of $51,275, offset
               by the net loss of $5,540 and a decrease in deferred
               revenue of $105,700.
    

                    Net cash used in investing activities was $44,625
               attributable to additions to fixed assets of $22,359
               and additions to other long term assets of $22,266.

                    Net cash used in financing activities was $6,533
               primarily attributable to proceeds from issuance of
               common stock of $28,433, offset by reductions in bank
               lines of credit of $33,780.

          Three Months Ended November 30, 1996

   
                    Cash balances remained unchanged at $-0-.  Net
               cash used in operations was $238,831 attributable to
               the net loss of $150,548, an increase in accounts
               receivable of $173,539 and a net decrease in accounts
               payable and accrued expenses of $56,137, offset by
               non-cash expense items (depreciation and amortization)
               of $32,130, a decrease in other current assets of $24,263,
               and an increase in deferred revenue of $85,000.
    

   
                    Net cash used in investing activities was $75,521,
               primarily attributable to additions to fixed assets of
               $64,204 and additions to other long-term assets of $11,317. 
    

                    Net cash provided by financing activities was $314,352,
               primarily attributable to proceeds from the issuance of
               common stock of approximately $370,000 and to amounts
               advanced to Maxwell Partners, Inc., realized upon
               acquisition of $50,000, offset by reductions in the bank
               line of credit and debt of approximately $100,000.


     <PAGE>


          INFLATION
          
               In the opinion of management, inflation has not had a material
          effect on the operations of the Company.

          RISK FACTORS AND CAUTIONARY STATEMENTS

               Forward-looking statements in this report are made pursuant
          to the "safe harbor" provisions of the Private Securities
          Litigation Reform Act of 1995.  The Company wishes to advise
          readers that actual results may differ substantially from such
          forward-looking statements.  Forward-looking statements involve
          risks and uncertainties that could cause actual results to differ
          materially from those expressed in or implied by the statements,
          including, but not limited to, the following: the ability of the
          Company to provide for its debt obligations and to provide for
          working capital needs from operating revenues, and other risks
          detailed in the Company's periodic report filings with the
          Securities and Exchange Commission.


     <PAGE>


                                       PART  II

   
          ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

               (a)   See Note 3 to Notes to Condensed Consolidated
                     Financial Statements.
    


          ITEM 5.   OTHER INFORMATION

                    On January 5, 1998, the Company acquired WG Controls,
          Inc., an Illinois Corporation, ("WG Controls") for 285,715 shares
          of the Company's $ .001 par value common stock, 137,143 shares of
          the Company's $ .001, Series A, convertible preferred stock and
          $270,000 in cash payable as follows:  $125,000 on the first
          anniversary date of the Agreement, $125,000 on the second
          anniversary date of the Agreement, and $20,000 on the third
          anniversary date of the Agreement.  The total initial cost of
          the acquisition is approximately $1,112,400, which is anticipated
          to exceed the fair value of the net assets being acquired by
          approximately $1,000,000.  The excess will be amortized on the
          straight-line method over twenty years.

               Additionally, pursuant to the terms of the acquisition, the
          former shareholders of WG Controls may earn additional purchase
          price consideration in the form of additional common stock of the
          Company based on the attainment of both "commission revenues" and
          "earnings" above specified levels by WG Controls beginning
          January 1, 1998 through December 31, 1999.  The additional
          consideration is specified as fixed amounts for the
          attainment of specified annual "commission revenues" and
          "earnings" for the subsequent calendar years ending December 31,
          1998 and 1999.  If WG Controls meets the specified "commission
          revenues" and "earnings" amounts, the additional consideration could
          amount to $1,000,000.  The additional consideration, if any,
          would be added to the cost in excess of net assets acquired and
          will be amortized on the straight-line method over the remaining
          life of the twenty year amortization period, described above.

   
               WG Controls is a sales representative firm based in Illinois
          (approximately fifteen miles northwest of Chicago) that provides
          field sales and business development support for specified
          product lines and/or territories for clients under contract who
          include RELTEC, Thomas & Bettes and Johanson in addition to
          approximately 15 other clients.  Revenues represent the earning
          of commissions on its customers' sales.  Management believes that
          the opportunity of providing a national Client sales
          representation focus will allow for increased geographic service
          scope with existing clients and an opportunity of adding
          additional clients.  Financial statements required will be filed
          upon completion of the audits of WG Controls, but no later than
          sixty (60) days from the date this report is filed, or March 23,
          1998.
    


     <PAGE>


          ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

               (a)   Exhibits

   
                     10.1   Agreement and Plan of Merger dated January 1,
                            1998, by and among Synaptx Worldwide, Inc.,
                            Synaptx Controls, Inc., WG Controls, Inc., and
                            James M. Gleason, Shirley Gleason, Michael
                            Concialdi, and James Gammon.

                     10.2   Employment Agreement between WG Controls, Inc. 
                            and James M. Gleason

                     10.3   Non-Compete Agreement between Synaptx Worldwide,
                            Inc. and James M. Gleason
    

                     27     Financial Data Schedule


               (b)   No reports were filed on Form 8-K during this
                     quarter.


          <PAGE>


                                      SIGNATURES

               In accordance with the requirements of the Securities
          Exchange Act of 1934, the Registrant caused this report to be
          signed on its behalf by the undersigned, thereunto duly
          authorized.


                                             SYNAPTX WORLDWIDE, INC.


          Date:  January 20, 1998            By /s/Ronald L. Weindruch
                                               ----------------------------
                                             RONALD L. WEINDRUCH, President
                                             and Chief Executive Officer


          Date:  January 20, 1998            By /s/ Richard E. Hanik
                                               ----------------------------
                                             RICHARD E. HANIK
                                             Chief Financial Officer


     <PAGE>


   
                                EXHIBIT INDEX
    



          Exhibit          Description
          -------          -----------

   
           10.1             Agreement and Plan of Merger dated January 1,
                            1998, by and among Synaptx Worldwide, Inc.,
                            Synaptx Controls, Inc., WG Controls, Inc., and
                            James M. Gleason, Shirley Gleason, Michael
                            Concialdi, and James Gammon.

            10.2            Employment Agreement between WG Controls, Inc. 
                            and James M. Gleason

            10.3            Non-Compete Agreement between Synaptx Worldwide,
                            Inc. and James M. Gleason
    

            27             Financial Data Schedule