SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934;  For  the  Fiscal  Year  Ended:  June  30,  1998

     OR

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

Commission  File  Number:  0-24682

                            WORLDWIDE PETROMOLY, INC.
             (Exact name of registrant as specified in its charter)

               Colorado                                  84-1125214
   (State  or  other  jurisdiction                     (IRS  Employer
   of  incorporation  or  organization)             Identification  No.)

                       1300 Post Oak Boulevard, Suite 1985
                              Houston, Texas 77056
          (Address of principal executive offices, including zip code)

                                 (713) 892-5823
              (Registrant's telephone number, including area code)
                                _________________

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

Title  of  Each  Class     Name  of  Each  Exchange  on  which  Registered
----------------------     -----------------------------------------------
N/A                                                                    N/A

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

                               Title of Each Class
                               -------------------
                           Common Stock, no par value

Indicate by check mark whether the registrant (i) has 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 (ii) has been subject to such filing requirements for the past 90
days.  Yes  [x]  No  [  ]

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.[X]

Issuer's revenues for the year ended June 30, 1998 were $301,150.  The aggregate
market  value  of  Common  Stock  held by non-affiliates of the registrant as of
October  6,  1998,  based  upon the last reported sales prices on the OTCBB, was
$3,177,281.  As of October 6, 1998, there were 17,317,500 shares of Common Stock
outstanding.

<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS

<S>                                                                              <C>
PART I

      Item 1.     Business                                                         1

      Item 2.     Properties                                                       4

      Item 3.     Legal Proceedings                                                4

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

PART II

      Item 5.     Market for Registrant's Common Equity and
                  Related Stockholder Matters                                      4

      Item 6.     Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                        5

      Item 7.     Consolidated Financial Statements                       F-1 - F-18

      Item 8.     Changes in and Disagreements With Accountants
                  on Accounting and Financial Disclosure                          11

PART III

      Item 9.     Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of The Exchange Act               12

      Item 10.    Executive Compensation                                          14

      Item 11.    Security Ownership of Certain Beneficial Owners
                  and Management                                                  17

      Item 12.    Certain Relationships and Related Transactions                  17

      Item 13.    Exhibits and Reports on Form 8-K                                18
</TABLE>

<PAGE>

                                     PART I

Item  1.     BUSINESS

GENERAL

     Worldwide PetroMoly, Inc., formerly known as Ogden, McDonald & Company (the
"Company")  was  incorporated under the laws of the State of Colorado on October
13, 1989.   The Company was originally formed for the primary purpose of seeking
out  acquisitions  of  properties,  businesses,  or  merger  candidates, without
limitation as to the nature of the business operations or geographic area of the
acquisition  candidate.   In  August  1994,  the  Company  filed  a registration
statement  with the Securities and Exchange Commission on Form 10-SB, wherein it
registered  its  common stock under Section 12(g) of the Securities Exchange Act
of  1934,  as  amended (the "Exchange Act").   As a result, the Company became a
reporting company under the Exchange Act, which management believed enhanced the
Company's ability to attract a suitable private merger or acquisition candidate.

     Until  July  22,  1996,  when  the Company acquired 100% of the outstanding
common  stock  of Worldwide PetroMoly Corporation, the Company had no operations
other  than  issuing  stock to its original shareholders.   As such, the Company
was  a  "shell" company whose sole purpose was to locate and consummate a merger
or  acquisition with a private entity.   On July 22, 1996 the Company effected a
3-for-1 stock split which resulted in 1,500,000 shares being outstanding.   Also
on  July  22,  1996,  the Company completed a reverse acquisition of 100% of the
outstanding  common  stock  of  Worldwide  PetroMoly Corporation in exchange for
14,507,500  shares  of  the  Company's  Common  Stock  which  resulted  in  the
shareholders of Worldwide PetroMoly Corporation acquiring approximately 90.6% of
the  shares  outstanding  in the Company.   The Company then changed its name to
Worldwide  PetroMoly,  Inc.   Unless  the  context  otherwise requires, the term
"Company"  as used herein refers to the Company and its wholly-owned subsidiary,
Worldwide  PetroMoly  Corporation.

DESCRIPTION  OF  BUSINESS

     The  Company  is  engaged  in  the business of manufacturing, marketing and
distributing  a  line  of  molybdenum  fortified  lubricant  products  called
PetroMoly  (tm), which uses the Company's proprietary technology called Molytech
(tm) to blend an extended drain, high performance engine oil designed to enhance
and maintain all types of engines at their peak levels.  Prior to the completion
of  the Company's private offering during July 1996, the Company had focused its
efforts  on  product  development,  field testing and the development of a small
customer  base  to acquire testimonial support for the product technology.   The
Company's  immediate  focus is on planning for a regional retail campaign, while
adding  new  industrial  and  commercial  customers  to  its  customer  base.

The  industrial  and  commercial sales process takes three to six months because
such  customers typically want to test the Company's products for 90 days before
making  any decisions.   Some of the Company's current customers are Continental
Airlines,  Enron,  American  Equipment,  a  division of Flour Daniels, Americana
Energy,  Mooney  Oil, the City of Coral Springs, Bennett Auto Supply and The Oil
Connection  Lube  Centers.

     Based on various tests which have been conducted, the Company believes that
its  product  line  offers  several  competitive advantages over other products.
These  benefits include an increase in the time between oil changes, an increase
in  fuel  economy,  longer  engine  life, and an ability to substantially reduce
harmful  exhaust  emissions,  engine  wear  and  friction.

                                        1
<PAGE>

ENGINE  OIL  AND  OIL  ADDITIVE  PRODUCTS

     The  Company  currently  offers  the  following  products  for  the markets
indicated:

1.     Industrial  Oil  -  HD  SAE  40 Engine Oil - This was the Company's first
product  and it is used as a general purpose industrial oil.  It is available in
one  quart  containers,  fifty-five  gallon  drums  and  in  bulk  shipments.

2.     Railroads  -  HD  SAE 40 RR Engine Oil - The railroad industry is a major
market  for  the  Company.  The Company has received favorable test results from
Kyle  Railroad,  North  Coast  Railroad  and Washington Central Railroad.   This
product  is  available  in  fifty-five  gallon  drums up to rail car quantities.

3.     Passenger  Cars,  Light  Duty  Trucks, Vans and Utility Vehicles - SAE HP
10W-30,  HP  5W-30,  HP  20W-40,  and  LDF  SAE  15W-40.

4.     Natural  Gas  Compressor  Applications - NGC SAE 30 or SAE 40, Premium AA
and  LA.

5.     Automotive  Additive  - PetroMoly Oil Treatment - This product is sold by
the  pint  or  in  eight  ounce  containers  to  be  added  at every oil change.

PATENTS,  TRADEMARKS  AND  LICENSES

     During  November,  1994,  the  Company filed an application with the United
States  Patent and Trademark Office for a patent on PetroMoly.   During December
1995,  the  Company  received  a Notice of Allowability indicating that a patent
would  be granted for PetroMoly provided that certain formalities are met.   The
Company has filed a continuance for three years to protect the disclosure in the
patent  application  from the public.   The Company also holds the rights to the
registered  trademark  "PetroMoly  (tm)."

COMPETITION

     Management  believes that there is no other fully formulated motor oil like
PetroMoly  on  the  market.   The  major  competitive products are the synthetic
oils;  however,  their  additional  expense  is  often  not  justified by actual
benefits.  In  many  industrial  applications  there  are  also  operational
limitations to the synthetic oils.   Conventional motor oils differ according to
their additive packages. Most general use oils are similar in their makeup.   As
a  result,  there  is  heavy  competition in the consumer oils market due to the
similarity  of  the  products.  Pennzoil  has  been  the  market share leader in
passenger car motor oils for 12 years.   It introduced its first synthetic motor
oil,  Performax  5W-50,  in  late 1992.   Pennzoil has a nationwide distribution
system  and  they  continue  to  expand to the international market.  The Quaker
State  Corporation  is  another  major competitor in the passenger car motor oil
industry  with  distribution  and  products  very  similar  to  Pennzoil.  The
industrial  market  has  substantially  less  competition  due  to  the  unique
operational  requirements  of  many  industrial  applications.   In  these
applications  the  customers  are  less  sensitive  to the purchase price of the
product  and  base  their purchasing decisions on extensive real-life testing to
determine  operational  advantages  and  cost savings from prospective products.
This  process  is more time consuming than traditional consumer sales due to its
one-on-one  sales  requirements.   The  Company  intends  to compete both in the
industrial  and  consumer  motor  oil  markets  by  offering a product which the
Company  believes  provides  significant benefits over competing products.   The
major focus in the past has been in the commercial and industrial areas, and now
the  Company  is  ready  for  retail  exposure.

                                        2
<PAGE>

MARKETING

     Currently  nearly  all of the Company's personnel are involved in marketing
the  Company's  products.   The  target  markets are industrial, commercial user
markets,  and consumer markets for passenger cars and light trucks.  The Company
also has begun to approach the direct retail markets through the Company's sales
personnel.  The  Company  is  seeking  premium  shelf  space in automobile parts
retail  chains  and  lube  center  chains.  The  Company  also  desires  to sell
PetroMoly  (tm)  Oil  Treatment  using television infomercials, and is presently
seeking  marketing  alliances  for  this  purpose.

MANUFACTURING

     Fully  formulated  PetroMoly is not a synthetic, has no exotic ingredients,
and is relatively inexpensive to produce.   The secret to PetroMoly's success is
the  proprietary  blending  process  which  combines  common  components  with
high-grade  base  oil stock.   To provide rapid response to market needs without
significant  capital investment, the Company has chosen to use existing contract
blending  companies  to  produce  the Company's products.   The primary blending
facility  at this point is Mega Lubricants, Inc., locate in Houston, Texas.  The
Company also uses Forsythe Lubrication Association, Ltd. in Canada as a blender.
Mega  Lubricants  is  producing all of the Company's packaged goods (i.e. quarts
and  gallons)  for  the  passenger  car  and  light truck markets.   Forsythe is
producing  railroad  products, such as 15W-40 and 10W-30.  LSC in California and
South  Coast  Terminals in Texas are also under contract for production and will
expand as the market grows.   With these three producers, the Company is able to
produce  and  ship products economically to any locality in the United States or
Canada.  Additional  manufacturers  will  be  selected  as  necessary.

RESEARCH  AND  DEVELOPMENT

     The  Company  spent  approximately  $59,000  and  $23,000  on  research and
development  during the fiscal years ended June 30, 1998 and 1997, in connection
with  methods  of  formulation  and  production  of  its  products.

EMPLOYEES

     The  Company  presently  has  11  employees,  of  which 4 are in management
positions,  including corporate and administrative operations, and 7 are engaged
in  sales.

MAJOR  CUSTOMERS

     During  the  year  ended  June 30, 1998, approximately 17% of the Company's
revenues  were  received  from  one customer, as compared to June 30, 1997 where
 77% of the Company's revenues were received from two customers

Y2K
     The  Company  believes  that  its  computers are Y2K compliant.  This would
include  the  Company's  suppliers  and  customers  in relation to the inventory
electronically  purchased  and  sold.

                                        3
<PAGE>

Item  2.     PROPERTIES

     The  Company  maintains  its  corporate offices at 1300 Post Oak Boulevard,
Houston,  Texas  77056.  The Company rents approximately 932 square feet at this
location in Suite 1985 and pays approximately $1,200 per month for rent pursuant
to  a  lease,  which  expires  on December 14, 2001.  The Company also subleases
approximately  1,200  square  feet  at  this  location  in  Suite  2222 and pays
approximately $1,500 per month for subleasing this suite pursuant to a sublease,
which  expires on May 1, 1999. The Company also rents approximately 5,184 square
feet  at 757 Kenrick, Suite 112, Houston, Texas 77060, pursuant to a lease which
requires  monthly  payments  of approximately $2,330 and which expires September
30,  1999.  The  Company  believes that its properties are suitable and adequate
for  its  present  and  contemplated  operations.

Item  3.     LEGAL  PROCEEDINGS

     The  Company  is  not  currently  a  party  to  any  pending  litigation.

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

     During  the  fourth quarter of fiscal 1998, there were no matters submitted
to a vote of the Security Holders, through solicitation of proxies or otherwise.
                                     PART II

Item  5.  MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
              STOCKHOLDER  MATTERS

                           PRICE RANGE OF COMMON STOCK


     The  Company's Common Stock is traded on the OTCBB under the symbol "MOLY."
The  following  table sets forth the quarterly high and low bid prices per share
for  the  Common  Stock,  as  reported  by  the  OTCBB.

<TABLE>
<CAPTION>
                       High Bid   Low Bid
                      ---------  --------
<S>                   <C>        <C>
1997
----
      First Quarter   $    8.00  $  6-1/4
      Second Quarter  $   6-1/4  $  3-1/2
      Third Quarter   $   4-7/8  $ 2-9/16
      Fourth Quarter  $   2-7/8  $ 1-7/16

1998
----
      First Quarter   $    2.00  $   1.00
      Second Quarter  $    1.00  $   1.00
      Third Quarter   $  1-1/16  $  13/16
      Fourth Quarter  $   1-1/4  $  11/16
</TABLE>

     On October 6, 1998, the closing bid for the Common Stock as reported by the
OTCBB was $0.5625 per share.  On October 6, 1998, there were approximately 2,100
stockholders  of  record  of  the  Common  Stock.

                                        4
<PAGE>

     The Company has not paid, and the Company does not currently intend to pay,
cash  dividends  on  its  Common  Stock  in the foreseeable future.  The current
policy of the Company's Board of Directors is to retain all earnings, if any, to
provide  funds  for  the operation and expansion of the Company's business.  The
declaration of dividends, if any, will be subject to the discretion of the Board
of  Directors,  which  may  consider  such  factors  as the Company's results of
operations,  financial  condition, capital needs and acquisition strategy, among
others.

     In  January, 1998 the Company compensated Norton Cooper with 500,000 shares
of restricted common stock of the Company and with an option to purchase 500,000
shares  of  common  stock  of  the  Company  at an exercise price of $2.00 which
expires  on  January  7,  2003,  all  in  connection  with Mr. Cooper becoming a
Director  of  the  Company.  These  securities  were  issued  in reliance on the
exemption  from  registration  provided by Section 4(2) of the Securities Act of
1933  as amended.  Mr. Cooper became a Director of the Company at the time these
securities  were  issued,  and  in  that capacity he was knowledgeable about the
Company's  operations  and  financial  condition and he was able to evaluate the
risks  and  merits  of  receipt of these securities, and he agreed to accept the
shares.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

     The  following  discussion should be read in conjunction with the Company's
consolidated  financial  statements  and  related  notes.  See,  Consolidated
Financial  Statements.

INFORMATION  REGARDING  AND  FACTORS  AFFECTING  FORWARD-LOOKING  STATEMENTS

     The  Company is including the following cautionary statement in this Annual
Report  on  Form 10-KSB to make applicable and take advantage of the safe harbor
provision  of  the  Private  Securities  Litigation  Reform  act of 1995 for any
forward-looking  statements  made  by,  or  on  behalf  of  the  Company.
Forward-looking  statements  include  statements  concerning  plans, objectives,
goals,  strategies,  future events or performance and underlying assumptions and
other  statements  that are other than statements of historical facts.   Certain
statements  contained  herein  are  forward-looking statements and, accordingly,
involve  risks  and uncertainties, which could cause actual results, or outcomes
to differ materially from those expressed in the forward-looking statements. The
Company's  expectations, beliefs and projections are expressed in good faith and
are  believed  by  the  Company  to  have  a reasonable basis, including without
limitations,  management's  examination  of  historical  operating  trends, data
contained  in the Company's records and other data available from third parties,
but  there  can  be  no  assurance  that  management's  expectation,  beliefs or
projections  will  result  or  be achieved or accomplished. In addition to other
factors  and  matters discussed elsewhere herein, important factors that, in the
view  of the Company, could cause actual results to differ materially from those
discussed  in  the  forward-looking  statements include demand for the Company's
products,  the  ability of the Company to attain widespread market acceptance of
its  products, the ability of the Company to obtain acceptable forms and amounts
of financing, demand for the Company's products, competitive factors, regulatory
approvals  and developments,  economic conditions, the impact of competition and
pricing,  and other factors affecting the Company's business that are beyond the
Company's  control.  The  Company  has  no  obligation to update or revise these
forward-looking  statements  to  reflect  the  occurrence  of  future  events or
circumstances.

                                        5
<PAGE>

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

     RESULTS  OF  OPERATIONS  - GENERAL
     --------------------------

     In  July  1996,  the  Company's  operating  subsidiary, Worldwide PetroMoly
Corporation,  was  acquired  through  a  reverse acquisition by Ogden McDonald &
Company  (former symbol-OGDM) preceded by approximately $4,000,000 of investment
capital to provide the Company adequate funding to build a foundation for growth
and industrial brand awareness of its new lubricating technology.  While keeping
in  perspective  the  acquisition  of  Worldwide  PetroMoly  Corporation,  now a
subsidiary,  by  the  Company  (name  changed  to  Worldwide  PetroMoly  Inc.
Symbol-MOLY), the Company's structure changed significantly in its first year of
operation  to  reflect  the activities of this subsidiary.  Since the first year
ended,  The  Company  has  continued to invest in supporting its sales force and
further establishing the Company's infrastructure. These activities included the
hiring  of  experienced and qualified personnel. The focus has been on expanding
and  improving the product lines and developing lines of distribution to enhance
sales  volume,  and spending the appropriate and necessary amount of capital for
product  certification  and  quality  control.  The  two areas of focus has been
primarily  the  commercial  and  industrial  market,  and  secondarily  the
retail/passenger  car  market.  Also product development successfully focused on
applying the proprietary technology to produce new products such as cutting oils
for  threading, armament oil to private label, a gear oil treatment, a two cycle
engine  oil  additive  for  motorcycles  and  outboard motors, a moly-grease, an
emissions  reducing  fuel  treatment,  and  a very effective oil additive called
PetroMoly  Oil  Treatment  designed  for  automobiles and light trucks.  Also, a
specially  formulated  moly racing-oil designed for NASCAR and INDY style motors
is  presently  being  tested  by  world  class  racecar  drivers.

     Other  activities  include:  the redesigning and upgrading of the corporate
website,  product  brochures,  product  labels  and packaging; the purchasing of
additional operational equipment, printing investor brochures along with related
marketing materials. The Company also invested in lab equipment and test engines
for  the  purpose  of testing its oil treatment to document stringent scientific
tests  required  by  the  Federal  Trade  Commission  to  make  claims on engine
enhancements,  emissions  reduction,  and fuel economy improvement.  The Company
intends  to  use  the  test  results derived to promote this additive product on
television  infomercials  and  other  mediums.

     The Company has continued extensive field testing and objective lab testing
of  its fully formulated engine oil, while several major multinational customers
continue  extended  final  evaluation  tests  of the PetroMoly products on their
complex high-end machinery and fleet vehicles. These tests have been complicated
and  time  consuming,  but  all  of the results have been excellent.  Management
anticipates  a  material  rise  in sales volume in the prospective production of
contracts  and  agreements,  giving a significant rise to the PetroMoly revenues
and  customer  base  within  the  next fiscal year.  During the past year, sales
concentration  was  targeting  various  industrial  leaders  and  massive  fleet
operators.  For  these  larger customers there are usually test periods that the
PetroMoly products are subjected to which can last anywhere from three months to
a  year,  depending  on  each  market  and end-user.  Co-generation, bus and gas
compressor  engines,  for  example,  are  very  expensive and complex machinery,
requiring  constant  monitoring.  Therefore,  the  addition  of  PetroMoly's new
lubrication  technology  to an entire line or fleet is gradual. However progress
has  been  made,  and  the  products'  performance  and  tests  results are very
compelling to the customers' management in referencing overall savings.  In July
1997,  the Company received a Technology Innovation Award from Aviation Week and
Space  Technology  magazine  for  the  products'  continual  demonstrations  of
advantages  enjoyed  by  Continental  Airlines  ground  support.

                                        6
<PAGE>

The  Company has enjoyed an increased amount of activity due to the test results
that  PetroMoly  achieved  from subjecting its product to various independent US
Environmental  Protection  Agency  sanctioned  lab  tests  that  documented  and
certified  the  superior  results  of  PetroMoly  engine oil on the most complex
machinery. Although these tests are costly as well as time consuming, Management
believes  the  results  of  such  tests will be of high value to the Company and
further  its  ability  to  market  the  Company's technology.  The Environmental
Protection  Agency  has scheduled a listing of PetroMoly in the Federal register
sometime  in  second  fiscal  quarter  of  1999.  In  September 1997 the Company
submitted  its product to an EPA lab in Maryland at the request of the US Postal
Service.  The  test  was  successful,  showing  a 10 percent improvement in fuel
economy, 14 percent reduction in emissions and 37 percent reduction in used oil.
The  Company is presently in the process of being assigned a full postal station
to convert to using PetroMoly on its postal vehicles to further substantiate and
demonstrate  the  product's usefulness (although there is no time commitment for
when  this  is  scheduled).

This  year's  sales  activities included a radio advertising campaign with Metro
Traffic reports and 60 second spots in the South Florida and surrounding area as
a  brand  awareness  test  market.  Based  on the new distributor agreements and
continued  demand  in  retail  in  this market, Management is convinced that the
focus  must  now  shift  to  gaining market share in the retail sectors, as it's
success  in creating product awareness works synergistically with the commercial
and  industrial  sectors. In October 1997 the campaign began with shelf space in
33  auto  supply  stores (Bennett Auto Supply) and 10 full service lube-centers,
all  with  in  the  Florida  market.  In  January 1998 the Company was awarded a
service  agreement  with  Browning Transportation, a mass transit bus company in
Florida.  In May 1998, the Company signed on two distributors, Dixie Oil and RHB
Services,  both  located  in  the  Florida  market. And in July 1998 the Company
received  a  service  agreement  with  the  City  of Coral Springs in Florida to
service their 660 municipal vehicles.   Management will continue its promotional
efforts  in  Florida  and  will expand its proven methodology to other strategic
markets  in  the  next  fiscal  year.

Other  sales  activities  included  a  service agreement with American Equipment
Services  (AMECO),  a  subsidiary  of  the Fluor Corporation, to service its 600
machines  at  its  South  Texas  location.  Also  a service agreement with Pride
Pipeline,  Inc.,  a  crude oil transportation company in Houston, to service its
120  international  trucks.   And  an  agreement  with El Expreso Bus Company, a
Coach  USA  subsidiary,  after  demonstrating  a 17 percent average fuel economy
improvement.

Also  the  Web site has become a more popular place for purchasing the Company's
automotive  products over the last two fiscal quarters, averaging 12 purchases a
week.

YEAR  ENDED  JUNE  30,  1998,  COMPARED  TO  YEAR  ENDED  JUNE  30,  1997

     Total  net sales for the year ended June 30, 1998 were $301,150 as compared
to  $216,887  for  the year ended June 30, 1997, a 39% increase.  The reason for
the  increase  is  Management's decision to expand to retail markets in the last
two quarters of fiscal 1998 versus last year's strategy to concentrate the sales
resources  on procuring a few large industrial customers that are known industry
leaders.  Sales  discounts,  selective  sampling of products, together with long
attentive  testing periods were however continued to be practiced to educate the
strategic  customers about the new lubricant technology.  The potential of these
relationships  was  deemed  a  more  practical  investment  rather  than a light
frequency  on  a  wide  customer  reach.  The  Company  continued  to  attract
considerable  publicity from its association with Continental Airlines, and this
has  lead  to  discussions  and  testing  with other very large industry related
companies.  Management  believes  that  the next fiscal year will prove that the
past  year's  sales strategy will reward the Company with increased revenues and
fiscal  commitments  via  service  agreements.

                                        7
<PAGE>

     Cost  of sales as a percentage of net sales decreased from 89% for the year
ended  June  30,  1997, to 71% for the year ended June 30, 1998. Temporary sales
discounts  and sampling out inventory to large potential customers were factored
into  1997's  cost  of  sales that reduce the sales margins as this practice was
reduced  in 1998 as well as improved manufacturing negotiated costs.  During the
last  fiscal  quarter  of 1997, the Company negotiated lower costs of production
with  its  suppliers  as  well as more favorable freight rates for distribution,
which  resulted  in  cost  savings  in  fiscal  1998.  The  Company is currently
interviewing  several strategically located blending facilities throughout North
America,  South America and Europe. Once these blending agreements are in place,
proximity  will  dictate  lower freight cost thus reducing the cost of goods.  A
more  material  drop  in  costs should be realized due to the economies of scale
with  increased  volume production runs.  The demand associated with the caliber
of customers that the Company has been targeting could qualify it for a dramatic
drop  in  cost of production runs with only a few, or in some cases one, service
agreement.

     Selling,  general  and  administrative expenses decreased to $2,372,476 for
the  year ended June 30, 1998, from $4,475,836 for the year ended June 30, 1997.
The  large  decrease  in  expenses was mainly due to 1997 non-cash transactional
payments  in  the form of shares and options granted as compensation to totaling
$2,934,158  as  compared  to  $578,455  for  fiscal 1998.  

     Interest  expense  increased  from  $9,211  in  the  year June 30, 1997, to
$15,709  in the year ended June 30, 1998, due to increased borrowings during the
year.

     Interest  income  in 1998 was $104,822, and in 1997 was $151,539 due to the
interest received from the investments in certificates of deposit and commercial
paper  with  the  Company's  cash  reserves.

     LIQUIDITY  AND  CAPITAL  RESOURCES.

     At  June 30, 1998, the Company had a positive working capital in the amount
of  $291,274  including  $34,375 unrestricted cash, and $276,579 restricted cash
under  line  of  credit  arrangements,  as  compared  to  a  working  capital of
$1,911,708  at June 30, 1997.  The decrease in working capital was primarily due
to  the losses from operations and continued  expansion  of operating activities
and  development.

     Operating  activities  for  the  year ended June 30, 1998, utilized cash of
$1,531,725  as  compared  to  $1,594,825  for the year ended June 30, 1997.  The
decreased  utilization  of cash resulted primarily from the fiscal 1997 net loss
resulting  from  Common  Stock  and  Stock Options for non-employees expense and
accounts  payable  changes  (see Statement of Consolidated Cash Flows page F-7).

     Net  cash  used  from  investing activities amounted to $1,543,419 in 1997,
Which  consists  principally  of  to  a loan the Company made to another  public
company  through  a  related  party transaction, and investments in certificates
of  deposit  and  capital  expenditures.

     Net  cash  provided  by  investing  activities  in  fiscal 1998 amounted to
$861,545,  which  consist principally of liquidating certificates of deposit and
the  repayment  of  loans  to  related  parties.

     As  of  June  30, 1998, the Company had no material commitments for capital
expenditures.

                                        8
<PAGE>

At  June  30,  1998, the Company has recorded a full valuation allowance against
all  deferred  tax  assets  because  it  could not determine whether it was more
likely  than  not  that  the  deferred  tax  asset  would  be  utilized.

The  Company  believes  that  its  computers  are  Y2K  compliant.  This  would
include  the  Company's  suppliers  and  customers  in relation to the inventory
electronically  purchased  and  sold.

For  the  years  ended  June  30, 1998 and 1997, the Company incurred net losses
totaling  $2,193,554  and $4,287,123 respectively. In the event that the Company
is  unable  to  generate  sufficient  revenues  from operations, or is unable to
obtain additional financing, it may be unable to continue to develop and support
its  present  cost  levels,  and  raises  substantial  doubt about the Company's
ability  to continue as a going concern.  However, Management strongly believes,
the  operational  activities that the Company invested its time and resources in
should  have  a  positive  impact  in fiscal 1999.  Furthermore, the Company  is
presently  seeking  to  raise  additional  equity through the sale of its common
stock  and/or  the  contracting  with  third  parties for financing to develop a
direct-market advertising campaign, to expand its marketing efforts in order  to
generate  additional  revenues.  No assurance can be given that the Company will
be  successful  in achieving its revenue growth strategy; or that it will obtain
proper  financing.

     GOING  CONCERN  RISK

The financial statements of the Company include a going concern qualification by
the  Company's  independent  auditors.  The  Company's  operating losses and the
Company's  need  for  financing  raises  substantial  doubt  about the Company's
ability to  continue  as  a  going  concern.

     OUTLOOK

     The  year  ended June 30, 1998 was a year of development for the Company as
its  strategic  focus  expanded  to  the  development  of a retail approach that
encompasses a product awareness campaign in strategic regions.  This approach is
expected  to  increase  sales  volumes  and  promote relationships with regional
leaders  in  the  industrial  markets,  which  are  end  users,  or already have
established  lines  of  distribution  and  marketing  capital,  and are known as
opinion  leaders  of  new technologies.  Management foresees an ending in fiscal
year  1998  of  the  "testing  periods" that the Company has invested with these
groups, followed by qualified revenue producing contracts, and testimonials that
will  attract  other companies in similar industries for a greater market share.
As  stated  earlier,  any  one  of the substantial customers that the Company is
presently  working  with  is capable of increasing the volume production to much
greater  economies  of  scale.  These  savings  will decrease cost of sales, and
possibly  decrease  the  cost  to  the  customers  as  well.

In 1998, the Company trademarked the name "molytech" that embodies the Company's
proprietary  technology  that  the  US patent office accepted and is ready to be
patented.  Management  is  actively pursuing licensing agreements with major oil
companies  to  utilize molytech in their existing lines, where the Company would
receive  royalty  income  with  pre-negotiated  minimum  volumes.

                                        9
<PAGE>

     Management  is  extremely  eager to begin marketing the newly developed oil
additive, PetroMoly Oil Treatment, which uses the same proprietary technology to
suspend  molybdenum  in  motor  oil  for  cars and light trucks.  An advertising
campaign is planned for this particular product beginning with an infomercial to
create  consumer  awareness  and  educate the general public about the Company's
new  technology.  This  exposure will possibly facilitate a demand for the other
PetroMoly  products  as  well.  During  this  campaign,  distribution  will  be
maintained  through  fulfillment  houses.  Later a full-scale retail campaign is
planned  as  the  product  is  sold  in  the auto after-market stores and retail
chains.  Reports  to  management  show  this  oil  additive product, being a new
technology  in  a  proven  direct  response  category,  is projected to carry an
enormous  demand.

     With  a  proper  financing,  along with the progressing sales relationships
maturing and the new product lines being marketed, the Company expects operating
margins  and  revenues  to  improve  appreciably  during  fiscal  1999.


NEW  ACCOUNTING  PRONOUNCEMENTS

In  February  1997, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 128, Earnings Per Share ("SFAS 128"). SFAS
128  provides  a  different  method  of  calculating earnings per share than was
formerly used in APB Opinion 15.  SFAS 128 provides for the calculation of basic
and  diluted  earnings  per share. Basic earnings per share includes no dilution
and  is  computed  by  dividing  income  available to common stockholders by the
weighted  average  number of common shares outstanding for the period.  Dilutive
earnings per share reflects the potential dilution of securities that could
share  in  the  earnings of the Company.  The Company was required to adopt this
standard in  the  second quarter of fiscal 1998.  Using the principles set forth
in  SFAS  128,  basic  and  diluted earnings per share are identical and are not
materially different  from  that  which  would have been presented under APB 15,
since  outstanding  stock  options would be antidilutive.  The outstanding stock
options  (Note  10)  could  become  potentially  dilutive  in  the  future.

Statement  of  Financial Accounting Standards No. 129, Disclosure of Information
about  Capital  Structure  ("SFAS  129"),  effective  for  periods  ending after
December  15,  1997,  establishes  standards for disclosing information about an
entity's  capital  structure.  SFAS  129  requires  disclosure  of the pertinent
rights  and  privileges  of  various  securities  outstanding  (stock,  options,
warrants, preferred stock, debt and participating rights) including dividend and
liquidations  preferences, participant rights, call prices and dates, conversion
or exercise prices and redemption requirements.  Adoption of SFAS 129 has had no
effect  on  the  Company  as  it  currently discloses the information specified.

In June 1997, the Financial Accounting Standards Board issued two new disclosure
standards.  The Company's results  of  operations  and  financial  position  are
unaffected by implementation  of  these  new  standards.

Statement of Financial Accounting Standards (SFAS) 130, "Reporting Comprehensive
Income",  establishes  standards  for  reporting  and  display  of comprehensive
income,  its  components  and  accumulated  balances.  Comprehensive  income  is
defined to include all changes in equity except those resulting from investments
by  owners  and  distributions  to  owners.  Among  other  disclosures, SFAS 130
requires  that  all  items  that  are  required  to  be recognized under current
accounting  standards  as  components  of  comprehensive income be reported in a
financial  statement  that  is  displayed  with  the  same  prominence  as other
financial  statements.

                                       10
<PAGE>

SFAS  131,  "Disclosure  about  Segments  of a Business Enterprise", establishes
standards for the way that public enterprises report information about operating
segments  in  annual  financial  statements  and  requires reporting of selected
information  about  operating segments in interim financial statements issued to
the  public.  It  also  establishes standards for disclosures regarding products
and  services, geographic areas and major customers.  SFAS 131 defines operating
segments  as  components  of  an  enterprise  about  which  separate  financial
information  is  available  that  is  evaluated regularly by the chief operating
decision  maker  in  deciding  how  to  allocate  resources  and  in  assessing
performance.  The  Company  only  operates  in  one  segment  of  business,  the
marketing  and distribution of engine lubrication products.  Major customers are
disclosed  in  Note  1.

SFAS  132,  "Employers'  Disclosures  about  Pensions  and  Other Postretirement
Benefits",  was  issued  in  February  1998  and  is  effective for fiscal years
beginning  after  December  15,  1998.  This  statement revises and standardizes
employers'  disclosures  about  pension and other postretirement benefits plans.
It  does  not  change  the  measurement  or  recognition  of  those plans.  This
statement  is not expected to have any effect on the Company's disclosures since
the  Company  currently  has  no  such  plans.

The  Company does not expect any impact from any of the new statements disclosed
above.

Item  7.     FINANCIAL  STATEMENTS

     The  information required hereunder is included in this report as set forth
in  the  "Index  to  Financial  Statements"  on  page  F-1.

Item  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS
             ON  ACCOUNTING  AND  FINANCIAL  DISCLOSURE

     On  September  19,  1996,  the  Company's  former auditors resigned and the
Company engaged BDO Seidman, LLP as its independent certified public accountants
for  the  fiscal  year  ended  June  30,  1996.  The  details  of this change in
accountants  have  been  previously  reported  in  the  Company's Form 8-K dated
September  19,  1996.

     BDO  Seidman,  LLP  served until August 14, 1998, when BDO Seidman, LLP was
terminated and the firm of Jackson & Rhodes, P.C. was appointed as the Company's
independent  auditors  for  the fiscal year ended June 30, 1998.  The details of
this  change  in  accountants has been previously reported in the Company's Form
8-K  dated  August  14,  1998  and filed with the Commission on August 20, 1998.

     
                                       11
<PAGE>

     The  decision to change principal accountants was submitted for approval to
the  entire  Board  of  Directors  and  made  at  their  request.

     Also,  during  the  Company's  most recent fiscal year, and since then, BDO
Seidman,  LLP has not advised the Company that any of the following exist or are
applicable:

                                       12
<PAGE>

     (1)  That  the  internal  controls  necessary  for  the  Company to develop
reliable  financial  statements do not exist, that information has come to their
attention  that  has  lead  them  to  no  longer be able to rely on management's
representations,  or  that  has  made  them  unwilling to be associated with the
financial  statements  prepared  by  management;

     (2)  That the Company needs to expand significantly the scope of its audit,
or that information has come to their attention that if further investigated may
materially  impact  the  fairness  or  reliability  of a previously issued audit
report  or  the  underlying  financial  statements  or  any  other  financial
presentation,  or  cause  them  to  be  unwilling  to  rely  on  management's
representations or be associated with the Company's financial statements for the
foregoing  reasons  or  any  other  reason;  or

     (3)  That  they have advised the Company that information has come to their
attention  that  they  have  concluded  materially  impacts  the  fairness  or
reliability  of  either  a  previously  issued  audit  report  or the underlying
financial  statements  for  the  foregoing  reasons  or  any  other  reason.

     Prior  to  the  engagement of Jackson & Rhodes as independent auditors, the
Company  had  not  consulted  Jackson  &  Rhodes  regarding  the  application of
accounting  principles to a specified transaction, either completed or proposed;
or  the  type of audit opinion that might be rendered on the Company's financial
statements  or  any  other  financial  presentation  whatsoever.

     BDO  Seidman,  LLP  provided  the  Company  with  a letter addressed to the
Securities  and  Exchange  Commission  in which BDO Seidman, LLP agreed with the
disclosure  contained  herein.


                                    PART III

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

Name                 Age    Positions  Held

Gilbert  Gertner*     73    Chairman  of  the  Board,  Director
                            and  Chief  Executive  Officer  of  the  Company

Lance  Rosmarin*      36    Director,  President,  Secretary and Chief Financial
                            and Accounting  Officer

Norton  Cooper        66    Director
________________________

*     Gilbert  Gertner  is the stepfather of Lance Rosmarin.  There is no family
      relationship  between  any  other  officer  and  director  of the Company.

BUSINESS  EXPERIENCE

GILBERT  GERTNER  has  served  as the Chairman of the Board of the Company since
July  22,  1996,  and  Chairman  of  the  Board  and  CEO of Worldwide PetroMoly
Corporation  since  April  15, 1993.  Gilbert Gertner was born and raised in New
York  City  and  entered  the real estate business in New York in 1946 as a real
estate  salesman.  He  became  a  partner  in the firm, with holdings in several

                                       13
<PAGE>

states  consisting  of  hospitals,  motels  and  office  buildings  and  other
businesses.  In  1964,  Mr. Gertner came to Houston where he had major holdings.
In  1965  he  entered  the apartment business with a purchase of 1,900 apartment
units.  He  became  involved in general real estate and specifically in the area
of apartments, motels, mobile home parks, restaurant franchising, nursing homes,
hospitals,  land  developments  and  businesses.  From  1977 to 1992, he was the
senior  partner  of  Gertner,  Aron,  Ledet and Lewis Investments, an investment
company  which  was  involved  in  apartment  construction,  shopping  center
development,  mini-warehouse  development,  business  purchases,  financing  and
medical  investments.  In  1992,  Mr.  Gertner  formed  his own company, Gertner
Investments.  He  serves  on the Board of Directors of one of his companies, CXR
Telecom  Communications,  located  in  San  Jose, California.  He has served, or
still  serves  as  Chairman  of  the  Board of several public and privately held
corporations  which include: DATA Systems Software, Inc. (NASDAQ -- DSSI), which
provides sophisticated software services and products to commercial and military
customers  (1990 - 1991); Citadel Computer Systems, Inc. (NASDAQ -- NOFF), which
produces  a  line  of  network security computer software (1992 to present); GGR
Oil,  Inc.,  which  manages a chain of Texaco Express Lube centers, and Pennzoil
related  lube  centers,  located  in  Texas  and Florida, which employs over 100
people  (1993  to  present); and National Recycling Group, an oil and oil filter
recycling  company  (1994 to present).  He has owned and operated many hospitals
and  hotels,  including  Pasadena  General,  Medical  Arts  Hospital  Building,
Southmore  Hospital  and  Peachtree  Hospital  (Atlanta),  Villa  Capri (Austin,
Texas),  and the Villa Inn (Dallas, Texas).  He has also owned and operated over
6,000  apartment units in Houston and Pasadena, Texas.  In 1990, Mr. Gertner was
honored  with  the  Zionist  Organization  of  America ("ZOA") "Man of the Year"
award,  commending  him  has  a civic leader and humanitarian.  Mr. Gertner is a
member  of  Congregation  Beth  Yeshuran.  He  has  served  in numerous communal
activities  in  the  UJA  Prime  Minister's  Mission.  Mr.  Gertner  spends
approximately  80%  of  his  time  on  the  Company's  business.

     LANCE  ROSMARIN  has  served  as  President  since  January,  1998,  and as
Director, Chief Financial and Accounting Officer and Secretary the Company since
July 22, 1996, and as Secretary, Treasurer and a Director of Worldwide PetroMoly
Corporation  since April 15, 1993.  Since 1993, he has been a partner in Gertner
Investments,  an  investment  company  with investments in real estate and other
businesses.  From  1990  until 1993, Mr. Rosmarin was employed by Gertner, Aron,
Ledet  and  Lewis Investments.  He has served as Secretary, Vice President and a
director  of  GGR  Oil, Inc. since 1993, and as Vice President and a director of
National  Recycling  Group  since  1994.  He  also  served  as  Secretary,  Vice
President  and  a  director of Citadel Computer Systems, Inc., a public company,
from  1993 until March 1996.  Mr. Rosmarin received a Bachelor of Science Degree
in Finance and Marketing from the University of Texas in 1985, and an MBA Degree
in  Finance  from  the  University  of  Texas  in  1988.  Mr.  Rosmarin  spends
approximately  95%  of  his  time  on  the  Company's  business.

     NORTON  COOPER  became  a  Director  of the Company in January 1998.  Since
1992, Mr. Cooper has been the chief executive officer of Financial Entrepreneurs
Incorporated  of  Las  Vegas  (FEI),  a  company  engaged in strategic financial
planning.

                                       14
<PAGE>

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     All  persons  known  to the Company to be a director, officer or beneficial
owner  of  more  than  10%  of  the  Company's  Common Stock made timely reports
required  by  Section  16(a)  of  the Exchange Act during the most recent fiscal
year.

Item  10.     EXECUTIVE  COMPENSATION

   The  following  table  reflects all forms of compensation for services to the
Company  for  the  fiscal  years ended June 30, 1998, 1997 and 1996 of the Chief
Executive  Officers  of the Company.  No executive officer of the Company, other
than  Gilbert  Gertner,  received compensation that exceeded $100,000 during the
fiscal  year  ended  June  30,  1998.

<TABLE>
<CAPTION>
                                   SUMMARY COMPENSATION TABLE

                    ANNUAL COMPENSATION     LONG TERM COMPENSATION  ALL OTHER
               ---------------------------------------------------  ----------
                                            OTHER        AWARDS     PAYOUTS
                                                      ------------  -------
NAME  AND                                   ANNUAL      RESTRICTED  SECURITIES
PRINCIPAL                                   COMPEN-     STOCK       UNDERLYING       LTIP
POSITION         YEAR   SALARY    BONUS    SATION (1)   AWARDS      OPTIONS/SARS    PAYOUTS
---------------  ----  --------  --------  -----------  ----------  -------------  ----------
<S>              <C>   <C>       <C>       <C>          <C>         <C>            <C>
Gilbert Gertner  1998  $110,000         -  $    11,400      -0-        95,000 (2)        -0-
CEO              1997  $110,000  $  6,000  $     9,900      -0-       540,000 (3)        -0-
                 1996        0-       -0-          -0-      -0-              -0-         -0-
<FN>
(1)     Automobile  allowance.
(2)     Options  vested  in  December  1997,  and  expire  in  December  2002.
(3)     Options  vested  in  August  1996,  and  expire  in  July  2001.
</TABLE>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

               Individual  Grants
               ------------------

                 Number of Total  Percent  of
                 Securities       Options/SARs
                 Underlying       Granted To    Exercise
                 Options/SARs     Employees     Or Base
                 Granted          In  Fiscal    Price     Expiration
Name               (#)            Year          ($/Sh)    Date
---------------  -------------    ------------  --------  -----------------

Gilbert Gertner         95,000             50%  $   0.61  December 31, 2002

                                       15
<PAGE>

             AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                            FY-END OPTION/SAR VALUES

                                         Number Of
                                         Securities       Value  Of
                                         Underlying       Unexercised
                                         Unexercised      In-The-Money
                                         Options/SARs At  Options/SARs  At
                                         Fiscal Year-End  Fiscal  Year-End
                Shares         Value        (#)               ($)
                Acquired On   Realized   Exercisable/     Exercisable/
Name            Exercise (#)    ($)     Unexercisable     Unexercisable
--------------  ------------  --------  ----------------  ----------------
Gilbert Gertner          -0-       -0-       635,000 / 0             0 / 0

DIRECTOR  COMPENSATION

     The  Company  does  not currently pay any cash directors' fees, but it pays
the expenses of its directors in attending board meetings.  In January, 1998 the
Company compensated Mr. Cooper with 500,000 shares of restricted common stock of
the Company and with an option to purchase 500,000 shares of common stock of the
Company  at  an  exercise  price  of  $2.00 which expires on January 7, 2003. In
January,  1998  the  Company  compensated Mr. Gertner with an option to purchase
95,000 shares of common stock of the Company at an exercise price of $1.00 which
expires  on  January  7,  2003.

EMPLOYMENT  AGREEMENTS

     Effective  August  1,  1996, Worldwide PetroMoly Corporation entered into a
five  year  employment with Mr. Gertner, which provides that Mr. Gertner receive
$144,000  in  compensation during the second year of the agreement, and $180,000
per  year  during  the  final  three years of the agreement.  The agreement also
provides  that  Mr.  Gertner  receive $950 per month as an automobile allowance.
The  agreement  also  contains  a  non-compete  provision during the term of the
agreement  and  for  a  period  of  five  years following the termination of the
agreement.

STOCK  OPTION  PLAN

     During  July  1996, the Board of Directors adopted a Stock Option Plan (the
"Plan"),  and  in  July 1996, the Company's shareholders approved the Plan.  The
Plan  as  amended authorized the issuance of options to purchase up to 3,500,000
shares  of the Company's Common Stock.  The Plan allows the Board to grant stock
options  from  time to time to employees, officers, directors and consultants of
the  Company.  The  Board has the power to determine at the time that the option
is granted whether the option will be an Incentive Stock Option (an option which
qualifies  under  Section 422 of the Internal Revenue Code of 1986) or an option
which  is  not  an Incentive Stock Option.  Vesting provisions are determined by
the Board at the time options are granted.

                                       16
<PAGE>

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT.

    The  following  table sets forth, as of October 6, 1998, the stock ownership
of  each  person known by the Company to be the beneficial owner of five percent
or  more  of the Company's Common Stock, each officer and director individually,
and  all  officers  and  directors  as a group.  Each person has sole voting and
investment  power  over  the  shares  except  as  noted.

<TABLE>
<CAPTION>
                                Amount and Nature        Common Stock
Name and Address             of Beneficial Ownership   Percent of Class
---------------------------  ------------------------  -----------------
<S>                          <C>                       <C>
Gilbert Gertner                        11,885,000 (1)              66.3%
1300 Post Oak Boulevard,                      Direct
Suite 1985
Houston, Texas 77056

Lance Rosmarin                            145,000 (2)               0.8%
1300 Post Oak Boulevard,                      Direct
Suite 1985
Houston, Texas 77056

Norton Cooper                           1,000,000 (3)               5.7%
1300 Post Oak Boulevard,                      Direct
Suite 1985
Houston, Texas 77056


All Directors and Officers
as a Group (3 Persons)                    13,030,000               70.1%
<FN>
______________________
(1)     Includes 635,000 shares underlying currently exercisable options held by
        Mr.  Gertner.
(2)     Includes 145,000 shares underlying currently exercisable options held by
        Mr.  Rosmarin.
(3)     Includes 500,000 shares underlying currently exercisable options held by
        Mr.  Cooper.
</TABLE>

     The  Company  knows  of  no  arrangement or understanding, the operation of
which  may  at  a  subsequent date result in a change of control of the Company.


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
     ACQUISITION  OF  WORLDWIDE  PETROMOLY  CORPORATION

     On  July  22,  1996,  the  Company completed the acquisition of 100% of the
outstanding  common  stock  of  Worldwide  PetroMoly Corporation in exchange for
14,507,500  shares  of  the  Company's  Common Stock (approximately 90.6% of the
shares  now  outstanding).  The  stock  issuances  were  made  pursuant  to  the
Agreement ("Agreement") between the Company and Worldwide PetroMoly Corporation.
The  terms  of  the  Agreement  were  the  result  of  negotiations  between the
management  of  the  Company  and Worldwide PetroMoly Corporation.  However, the
Board  of  Directors  did not obtain any independent "fairness" opinion or other
evaluation  regarding  the  terms of the Agreement, due to the cost of obtaining
such  opinions  or  evaluations.  A  total of 12,500,000 of the shares issued in
connection  with  the acquisition of Worldwide PetroMoly Corporation were issued
to  PetroMoly  Capital  Partners, which is a Texas general partnership.  Gilbert
Gertner  and  Robert  Goldberg are the two general partners and Mr. Gertner owns
90%  of  the  partnership  and  Mr.  Goldberg  owns 10% of the partnership.  Mr.
Goldberg  was  a  former  Director  of  the Company.  PetroMoly Capital Partners
subsequently  distributed  its  shares  of  the Company to its general partners.

                                       17
<PAGE>

OTHER  TRANSACTIONS

     In  December,  1996  the  Company  loaned  Citadel  Computer  Systems
Incorporated ("Citadel"), a company of which Mr. Gertner is a director, $500,000
pursuant  to a short term promissory note which bore interest at the rate of 10%
per  annum  and was due in January, 1997 (the "Citadel Note").  The Citadel Note
was  secured  by 733,000 shares of common stock of Citadel.  As part of the loan
transaction,  the Company received warrants to purchase 150,000 shares of common
stock  of  Citadel  at  an  exercise price of $.59 per share.  In February 1997,
Citadel  paid the Company $250,000 as a principal reduction payment.  As of June
30, 1997, the outstanding balance on the Citadel Note, which was in default, was
$267,289.

In  partial  consideration  for not foreclosing on the Citadel Note, on June 30,
1997,  Commercial  Capital Trading Corporation ("Commercial Capital"), a company
in  which  Mr.  Gertner  is a stockholder, agreed to enter into a new promissory
note  with  the  Company  in  the  amount  of the then outstanding obligation of
Citadel (the "Commercial Capital Note").  The agreement by Commercial Capital to
execute  this  new  note and to assume the obligations of Citadel to the Company
was  part  of a transaction between Citadel and Commercial Capital, in which the
Company  was  not a party.  The Commercial Capital Note provided for the payment
to  the  Company  of  $5,000  per month and bore interest at the rate of 10% per
annum.  The  Commercial  Capital  Note was secured by the accounts receivable of
Commercial Capital.  In October, 1997, the Company and Commercial Capital agreed
to  restructure  and  modify  the  Commercial  Capital  Note,  which  had a then
outstanding  balance  of  $204,000  to  provide  for  an increase in the monthly
installment  payments  to the Company of the greater of (i) $10,000 per month or
(ii)  15% of the proceeds received from the collection of accounts receivable up
to $100,000 and 50% of the collection of any accounts receivable thereafter, for
12  months,  with  a  final  payment to the Company of the remaining outstanding
principal  and  interest, if any, due in the 13th month.  The Commercial Capital
Note  was  secured  by  the  accounts  receivable  of Commercial Capital and the
personnel  guarantee  of  Mr.  Gertner  and  another  stockholder  of Commercial
Capital.  As  of  June,  1998, the Commercial Capital Note was paid off in full.

     From  time  to  time, the Company's principal stockholder, Gilbert Gertner,
has  made  unsecured,  non-interest-bearing advances of working capital funds to
the  Company.  The  outstanding  balance of the advances as of June 30, 1998 and
June 30, 1997 were $116,263and $312,573 respectively.  Mr. Gertner has agreed to
defer  repayment  of the advances through June 30, 1999, unless excess cash flow
of  the  Company  allows  the  repayment  of  the  advances  prior to that date.

Item  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits
16.1     *     Letter  on  change  in  certifying  accountant
21.1     **    Subsidiaries
27.1     **    Financial  Data  Schedule
_________________

                                       18
<PAGE>

*     Incorporated by reference to the Company's report on Form 8-K dated August
      14,  1998  and  filed  with  the  Commission  on  August  20,  1998.
**     Filed  herewith

(b)  Reports  on  Form  8-K.

       None

                                       19
<PAGE>

                                   SIGNATURES

     In  accordance with the requirements of Section 13 of 15(d) of the Exchange
Act,  the  Registrant  has  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  on the 13 day of October, 1998.

                                     Worldwide  PetroMoly,  Inc.

                                     By:  /s/  Gilbert  Gertner
                                     -------------------------------------------
                                     Gilbert  Gertner,  Chairman  of  the  Board


     Pursuant  to  the  requirements  of  the Exchange Act, this report has been
signed  below  by  the  following  persons  in  the  capacities and on the dates
indicated:

Name                  Title                                   Date

/s/  Gilbert Gertner  Director                                October 13, 1998
     --------------
     Gilbert Gertner  and Chairman of the Board


/s/  Lance Rosmarin   Director, President, Secretary and      October 13, 1998
     --------------
     Lance Rosmarin   Chief Financial and Accounting Officer


/s/  Norton  Cooper   Director                                October 13, 1998
     --------------
     Norton Cooper

                                       20
<PAGE>

<TABLE>
<CAPTION>
               WORLDWIDE PETROMOLY, INC.

     INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<S>                                                 <C>
--------------------------------------------        Page

Independent Auditors' Reports                       F-2-3

Balance Sheets as of June 30, 1998 and 1997           F-4

Statements of Operations
  For the Years Ended June 30, 1998 and 1997          F-5

Statements of Changes in Stockholders' Equity
  For the Years Ended June 30, 1998 and 1997          F-6

Statements of Cash Flows
  For the Years Ended June 30, 1998 and 1997          F-7

Notes to Consolidated Financial Statements            F-8
</TABLE>

                                       21
<PAGE>

REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS
-------------------------------------------------------

To  the  Board  of  Directors  of
Worldwide  Petromoly,  Inc.


We  have  audited  the  accompanying  consolidated  balance  sheet  of Worldwide
Petromoly,  Inc. as of June 30, 1998, and the related consolidated statements of
operations,  stockholders'  equity  and  cash  flows for the year ended June 30,
1998.  These  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audit.

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

In  our opinion, the consolidated financial statements referred to above present
Fairly,  in  all  material  respects,  the  consolidated  financial  position of
Worldwide  PetroMoly,  Inc.  At June 30, 1998, and the results of its operations
and  its  cash  flows  for  the  year  then  ended, in conformity with generally
accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
financial  statements,  the  Company's  significant  operating  losses  raise
substantial  doubt  about  its  ability  to  continue  as  a going concern.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.




                    Jackson  &  Rhodes  P.C.

August  28,  1998
Dallas,  Texas

                                       F-2
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors of
Worldwide Petromoly, Inc.



We have  audited  the  accompanying  consolidated  balance  sheet  of  Worldwide
Petromoly,  Inc. (formerly Ogden, McDonald & Company - the "Company") as of June
30, 1997, and the related consolidated statements of loss,  stockholders' equity
and cash  flows for the year ended  June 30,  1997.  These  financial statements
are  the  responsibility  of the Company's management.  Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on  our  audit.

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

 .

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Worldwide  Petromoly, Inc. at June 30, 1997, and the results of their operations
and  their  cash  flows  for  the  year ended June 30,  1997 in  conformity with
generally  accepted  accounting  principles.

The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated  financial  statements,   the  Company  has  incurred  losses  from
operations  since  inception and at June 30, 1997 had an accumulated  deficit of
$5,003,244. These conditions raise substantial doubt about the Company's ability
to continue as a going concern.  Management plans in regard to these matters are
also  described in Note 1. The accompanying consolidated financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.




                                                   BDO SEIDMAN, LLP


October 1, 1997
Houston, Texas

                                       F-3
<TABLE>
<CAPTION>
                                WORLDWIDE PETROMOLY, INC.
                               CONSOLIDATED BALANCE SHEETS
                                 JUNE 30, 1998 AND 1997

                             ASSETS
                                                                    1998          1997
                                                                ------------  ------------
<S>                                                             <C>           <C>
CURRENT ASSETS:
  CASH AND CASH EQUIVALENTS                                     $    34,375   $   864,555
  INVESTMENTS IN CERTIFICATES OF DEPOSIT                                  -       527,971
  RESTRICTED INVESTMENTS IN CERTIFICATES OF DEPOSIT (NOTE 6)        276,579       418,857
  RECEIVABLES:
    TRADE                                                           107,720        61,761
    AFFILIATE COMPANIES (NOTE 7)                                     38,807        29,536
  NOTES RECEIVABLE - RELATED PARTIES, CURRENT PORTION (NOTE 7)      111,151       277,347
  INVENTORIES (NOTE 4)                                               45,394       128,651
  PREPAID EXPENSES                                                   10,840        18,139
                                                                ------------  ------------
    TOTAL CURRENT ASSETS                                            624,866     2,326,817
                                                                ------------  ------------

PROPERTY, PLANT AND EQUIPMENT, NET (NOTE 5)                         121,419       108,547
                                                                ------------  ------------

OTHER ASSETS                                                              -       203,847
                                                                ------------  ------------
                                                                $   746,285   $ 2,639,211
                                                                ============  ============

                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  ACCOUNTS PAYABLE AND ACCRUED EXPENSES                         $   173,592   $   150,109
  NOTES PAYABLE (NOTE 6)                                            160,000       265,000
                                                                ------------  ------------
    TOTAL CURRENT LIABILITIES                                       333,592       415,109

ADVANCES FROM  STOCKHOLDER (NOTE 7)                                 116,263       312,573
                                                                ------------  ------------

    TOTAL LIABILITIES                                               449,855       727,682
                                                                ------------  ------------

COMMITMENTS AND CONTINGENCIES (NOTES 9,10 AND 12)                         -             -

STOCKHOLDERS' EQUITY:
  PREFERRED STOCK, NO PAR VALUE, 10,000,000 SHARES                        -             -
    AUTHORIZED, NONE ISSUED
  COMMON STOCK, NO PAR VALUE, 800,000,000 SHARES AUTHORIZED,
    17,247,500 AND 16,747,500 SHARES ISSUED AND OUTSTANDING       7,493,228     6,914,773
  ACCUMULATED DEFICIT                                            (7,196,798)   (5,003,244)
                                                                ------------  ------------
    TOTAL STOCKHOLDERS' EQUITY                                      296,430     1,911,529
                                                                ------------  ------------
                                                                $   746,285   $ 2,639,211
                                                                ============  ============
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
                                       F-4
<PAGE>

<TABLE>
<CAPTION>
                            WORLDWIDE PETROMOLY, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       YEARS ENDED JUNE 30, 1998 AND 1997

                                                   1998          1997
                                               ------------  ------------
<S>                                            <C>           <C>
NET SALES (NOTE 2)                             $   301,150   $   216,887 

COST OF GOODS SOLD                                 214,017       191,500 
                                               ------------  ------------

GROSS PROFIT                                        87,133        25,387 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES     2,372,476     4,475,836 
                                               ------------  ------------

LOSS FROM OPERATIONS                            (2,285,343)   (4,450,449)

OTHER INCOME (EXPENSE): (NOTE 7)
   INTEREST INCOME                                 104,822       151,539 
   INTEREST EXPENSE                                (15,709)       (9,211)
   MISCELLANEOUS INCOME (EXPENSE), NET               2,676        20,998 
                                               ------------  ------------
                                                    91,789       163,326 
                                               ------------  ------------

NET LOSS                                       $(2,193,554)  $(4,287,123)
                                               ============  ============

LOSS PER COMMON SHARE

     BASIC                                     $     (0.13)  $     (0.27)
                                               ============  ============

     DILUTED                                   $     (0.13)  $     (0.27)
                                               ============  ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING      17,039,167    16,089,167 
                                               ============  ============
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
                                       F-5
<PAGE>

<TABLE>
<CAPTION>
                                           WORLDWIDE PETROMOLY, INC.
                           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                       YEARS ENDED JUNE 30, 1998 AND 1997

                                                PREFERRED        COMMON STOCK        ACCUMULATED
                                                            ----------------------
                                                  STOCK       SHARES      AMOUNT       DEFICIT        TOTAL
                                                ----------  ----------  ----------  -------------  ------------
<S>                                             <C>         <C>         <C>         <C>            <C>
BALANCE, JUNE 30, 1996                          $        -   1,500,000  $      500  $   (716,121)  $  (715,621)

ISSUANCE OF COMMON STOCK IN CONNECTION
  WITH PRIVATE OFFERING, NET OF OFFERING COSTS           -   2,007,500   3,900,115             -     3,900,115 

ISSUANCE OF COMMON STOCK IN CONNECTION
  WITH REVERSE MERGER                                    -  12,500,000           -             -             - 

ISSUANCE OF COMMON STOCK TO NON-
  EMPLOYEES IN EXCHANGE FOR SERVICES RENDERED            -     700,000   1,344,700             -     1,344,700 

STOCK OPTIONS GRANTED TO NON-EMPLOYEES
  IN EXCHANGE FOR SERVICES RENDERED                      -           -   1,589,458             -     1,589,458 

EXERCISE OF STOCK OPTIONS                                -      40,000      80,000             -        80,000 
                                                                                                             - 
NET LOSS                                                 -           -           -    (4,287,123)   (4,287,123)
                                                ----------  ----------  ----------  -------------  ------------

BALANCE, JUNE 30, 1997                                   -  16,747,500   6,914,773    (5,003,244)    1,911,529 

ISSUANCE OF COMMON STOCKIN EXCHANGE 
FOR SERVICES RENDERED                                    -     500,000     500,000             -       500,000 

STOCK OPTIONS GRANTED-
  IN EXCHANGE FOR SERVICES RENDERED                      -           -      78,455                      78,455 

NET LOSS                                                 -           -           -    (2,193,554)   (2,193,554)
                                                ----------  ----------  ----------  -------------  ------------

BALANCE, JUNE 30, 1998                          $        -  17,247,500  $7,493,228  $ (7,196,798)  $   296,430 
                                                ==========  ==========  ==========  =============  ============
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
                                       F-6
<PAGE>

<TABLE>
<CAPTION>
                                                WORLDWIDE PETROMOLY, INC.
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            YEARS ENDED JUNE 30, 1998 AND 1997

                                                                                                   1998          1997
                                                                                               ------------  ------------
<S>                                                                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  NET LOSS                                                                                     $(2,193,554)  $(4,287,123)
  ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
       USED IN OPERATING ACTIVITIES:
    DEPRECIATION                                                                                    24,565        14,350 
    COMMON STOCK ISSUED TO NON-EMPLOYEES FOR SERVICES RENDERED                                     500,000     1,344,700 
    STOCK OPTIONS GRANTED TO NON-EMPLOYEES FOR SERVICES                                             78,455     1,589,458 
    CHANGES IN OPERATING ASSETS AND LIABILITIES:
      ACCOUNTS RECEIVABLE                                                                          (55,230)      (67,196)
      INVENTORIES                                                                                   83,257      (106,887)
      PREPAID EXPENSES AND OTHER ASSETS                                                              7,299        43,641 
      ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                                         23,483      (125,768)
                                                                                               ------------  ------------
        NET CASH USED IN OPERATING ACTIVITIES                                                   (1,531,725)   (1,594,825)
                                                                                               ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  CERTIFICATES OF DEPOSIT                                                                          527,971      (527,971)
  RESTRICTED INVESTMENTS IN CERTIFICATES OF DEPOSIT                                                142,278      (418,857)
  CAPITAL EXPENDITURES                                                                             (37,437)     (115,397)
  LOANS TO RELATED PARTIES                                                                               -      (741,194)
  REPAYMENTS ON LOANS TO RELATED PARTIES                                                           228,733       260,000 
                                                                                               ------------  ------------
        NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                        861,545    (1,543,419)
                                                                                               ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  PROCEEDS FROM PRIVATE OFFERING, NET OF OFFERING COSTS                                                  -     3,900,115 
  PROCEEDS FROM OPTIONS EXERCISED                                                                        -        80,000 
  PROCEEDS FROM NOTES PAYABLE                                                                            -       345,000 
  REPAYMENTS OF NOTES PAYABLE                                                                     (105,000)     (203,236)
  ADVANCES FROM AND REPAYMENTS TO STOCKHOLDERS                                                     (55,000)     (120,000)
                                                                                               ------------  ------------
        NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                       (160,000)    4,001,879 
                                                                                               ------------  ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                              (830,180)      863,635 

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                                     864,555           920 
                                                                                               ------------  ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                                       $    34,375   $   864,555 
                                                                                               ============  ============

SUPPLEMENTAL DISCLOSURE:
   TOTAL INTEREST PAID                                                                         $    15,708   $     9,211 
                                                                                               ============  ============
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
                                       F-7

<PAGE>
                            WORLDWIDE  PETROMOLY,  INC.
                   NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                   FOR  THE  YEARS  ENDED  JUNE  30,  1998  AND  1997


NOTE  1  -  FINANCIAL  CONDITION  AND  GOING  CONCERN

FOR  EACH  OF  THE  YEARS ENDED JUNE 30, 1998 AND 1997, THE COMPANY INCURRED NET
LOSSES  TOTALING  $2,193,554  AND $4,287,123, RESPECTIVELY, AND AT JUNE 30, 1998
HAD AN ACCUMULATED  DEFICIT OF $7,196,798.  THESE LOSSES CONTRIBUTED TO NET CASH
USED IN OPERATING  ACTIVITIES OF $1,531,725 AND $1,594,825 FOR EACH OF THE YEARS
ENDED  JUNE  30,  1998  AND  1997, RESPECTIVELY.  AS A RESULT OF THESE RECURRING
LOSSES  AND  OPERATING  CASH  FLOW DEFICITS, THE COMPANY WILL REQUIRE ADDITIONAL
WORKING  CAPITAL  TO  DEVELOP  AND  SUPPORT  ITS CUSTOMER BASE, TECHNOLOGIES AND
BUSINESS  UNTIL THE COMPANY EITHER: (1) ACHIEVES A LEVEL OF REVENUES ADEQUATE TO
GENERATE  SUFFICIENT  CASH  FLOWS  FROM  OPERATIONS;  OR (2) RECEIVES ADDITIONAL
FINANCING  NECESSARY  TO  SUPPORT  THE  COMPANY'S  WORKING CAPITAL REQUIREMENTS.
THESE CONDITIONS RAISE SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE
AS  A  GOING  CONCERN.

CURRENTLY,  THE  COMPANY'S  FOCUS  HAS  BEEN  ON DEVELOPING ITS CUSTOMER BASE BY
CREATING  BRAND  AWARENESS  OF ITS LUBRICATION TECHNOLOGY THROUGH INCREASING ITS
MARKETING  EFFORTS  AND  QUALITY  CONTROL.  THE COMPANY'S MARKETING EFFORTS HAVE
INCLUDED  THE  RECRUITING  AND  TRAINING  OF  A  SALES FORCE AND ADVERTISING AND
PROMOTION.  QUALITY  CONTROL  DEVELOPMENTS  HAVE  INCLUDED  PRODUCT  TESTING AND
CERTIFICATION  AND  RESEARCH  AND  DEVELOPMENT WITH A FOCUS TOWARD IMPROVING AND
EXPANDING  ITS  PRODUCT LINES.  MANAGEMENT'S PLANS INCLUDE RAISING THE NECESSARY
CAPITAL  TO  SUSTAIN ITS OPERATIONS AND CONTINUE  ITS  REVENUE  GROWTH STRATEGY.

THERE  ARE NO ASSURANCES, HOWEVER, THAT THE COMPANY CAN: (1) RAISE THE NECESSARY
CAPITAL  TO ENABLE IT TO CONTINUE THE EXECUTION OF ITS REVENUE  GROWTH STRATEGY;
OR  (2) GENERATE SUFFICIENT REVENUE GROWTH AND IMPROVEMENTS IN OPERATING MARGINS
TO  MEET  ITS  WORKING CAPITAL REQUIREMENTS IF SUCH CAPITAL IS OBTAINED.  TO THE
EXTENT  THAT  FUNDS GENERATED FROM OPERATIONS ARE INSUFFICIENT, THE COMPANY WILL
HAVE  TO  RAISE  ADDITIONAL  WORKING  CAPITAL.  NO  ASSURANCE  CAN BE GIVEN THAT
ADDITIONAL  FINANCING  WILL  BE  AVAILABLE,  OR  IF  AVAILABLE,  WILL BE ONTERMS
ACCEPTABLE  TO  THE  COMPANY.  IF  ADEQUATE WORKING CAPITAL IS NOT AVAILABLE THE
COMPANY  MAY  BE  REQUIRED  TO  SIGNIFICANTLY  CURTAIL  ITS  OPERATIONS.

THE  ACCOMPANYING  CONSOLIDATED  FINANCIAL  STATEMENTS  DO  NOT  INCLUDE  ANY
ADJUSTMENTS  RELATING TO THE RECOVERABILITY AND CLASSIFICATION OF ASSET CARRYING
AMOUNTS  OR THE AMOUNT AND CLASSIFICATION OF LIABILITIES THAT MIGHT BE NECESSARY
SHOULD  THE  COMPANY  BE  UNABLE  TO  CONTINUE  AS  A  GOING  CONCERN.


NOTE  2  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

ORGANIZATION  AND  BUSINESS

WORLDWIDE  PETROMOLY, INC.(THE "COMPANY"), A PUBLICLY-HELD COLORADO CORPORATION,
IS  ENGAGED  IN  THE  MARKETING AND DISTRIBUTION OF A LINE OF ENGINE LUBRICATION
PRODUCTS UNDER THE TRADENAME "PETROMOLY".  THE COMPANY WAS FORMED AS A RESULT OF
A  REVERSE  MERGER  (SEE  NOTE 3) ON JULY 22,  1996,  BETWEEN  OGDEN, MCDONALD &
COMPANY  ("OGDEN  MCDONALD"  -  THE  FORMER  NAME  OF  THE  REGISTRANT  WITH THE
SECURITIES AND EXCHANGE COMMISSION) AND WORLDWIDE PETROMOLY CORPORATION ("WPC").
OGDEN  MCDONALD  WAS  INCORPORATED IN THE STATE OF DELAWARE ON OCTOBER 13, 1989,
AND  BECAME  A  PUBLIC  "SHELL"  COMPANY FOR THE PURPOSE OF ENGAGING IN SELECTED
MERGERS  AND  ACQUISITIONS.  WPC WAS INCORPORATED IN THE STATE OF TEXAS ON APRIL
1,  1993,  AND  PRIOR  TO  THE  REVERSE  MERGER,  WAS  ENGAGED  IN THE SAME LINE

                                     F-8
<PAGE>

                           WORLDWIDE  PETROMOLY,  INC.
                  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS


OF  BUSINESS  AS  THE  COMPANY.  IN  CONNECTION  WITH  THE REVERSE MERGER, OGDEN
MCDONALD  ACQUIRED  ALL  OF THE OUTSTANDING COMMON STOCK OF WPC AND SUBSEQUENTLY
CHANGED  ITS  NAME  TO  WORLDWIDE  PETROMOLY,  INC.  WPC  IS  NOW A WHOLLY-OWNED
SUBSIDIARY  OF  THE  COMPANY.

THE COMPANY CONTRACTS WITH INDEPENDENT PARTIES FOR THE BLENDING OF ITS LUBRICANT
PRODUCTS.

BASIS  OF  PRESENTATION

THE  COMPANY  HAS  RETAINED  THE  JUNE  30  FISCAL  YEAR END OF THE FORMER OGDEN
MCDONALD.   ACCORDINGLY,  THE  ACCOMPANYING  CONSOLIDATED  FINANCIAL  STATEMENTS
REFLECT THE CONSOLIDATED  RESULTS OF OPERATIONS AND CASH FLOWS OF OGDEN MCDONALD
AND  ITS WHOLLY-OWNED SUBSIDIARY, WPC, AS IF THE REVERSE MERGER OCCURRED ON JULY
1, 1996.  ALL  SIGNIFICANT  INTERCOMPANY  ACCOUNTS  AND  TRANSACTIONS  HAVE BEEN
ELIMINATED.  PRIOR  TO  THE REVERSE MERGER, WPC REPORTED ON A DECEMBER 31 FISCAL
YEAR  END  AS  A  PRIVATE  COMPANY.

REVENUE  RECOGNITION

REVENUE  IS  RECOGNIZED  WHEN  THE  PRODUCT  IS  SHIPPED  TO  THE  CUSTOMER.

INVENTORIES

INVENTORIES  ARE  VALUED  AT  THE  LOWER  OF  COST  (WEIGHTED  AVERAGE COST)  OR
MARKET.

PROPERTY  AND  EQUIPMENT

PROPERTY  AND  EQUIPMENT  ARE  STATED  AT  COST. DEPRECIATION IS COMPUTED ON THE
STRAIGHT  LINE METHOD FOR FINANCIAL REPORTING PURPOSES OVER THE ESTIMATED USEFUL
LIVES  OF  THE  ASSETS  RANGING  FROM  5  TO  7  YEARS.

THE  COMPANY  REVIEWS  ITS  PROPERTY AND EQUIPMENT WHENEVER EVENTS OR CHANGES IN
CIRCUMSTANCES  INDICATE  THE  CARRYING  VALUE  OF  AN  ASSET  MAY  NOT  BE FULLY
RECOVERABLE.

RESEARCH  AND  DEVELOPMENT

RESEARCH AND DEVELOPMENT EXPENSES ARE CHARGED TO OPERATIONS AS INCURRED.  DURING
THE  YEAR  ENDED  JUNE  30,  1998  AND 1997, RESEARCH AND DEVELOPMENT COSTS WERE
$59,000  AND  $23,000,  RESPECTIVELY.

ADVERTISING

ADVERTISING  COSTS  ARE EXPENSED AS INCURRED.  THE AMOUNT CHARGED TO ADVERTISING
EXPENSES  WAS  $28,000  AND $108,000 FOR THE YEARS ENDED JUNE 30, 1998 AND 1997,
RESPECTIVELY.


INCOME  TAXES

DEFERRED  INCOME  TAXES  RESULT  FROM  THE  TEMPORARY  DIFFERENCES  BETWEEN  THE
FINANCIAL  STATEMENT  AND  INCOME  TAX  BASIS  OF ASSETS AND LIABILITIES AND ARE
MEASURED  USING  THE  ENACTED  TAX  RATES  AND  LAWS THAT WILL BE IN EFFECT WHEN
DIFFERENCES  ARE  EXPECTED  TO  REVERSE.  THE  COMPANY  ADJUSTS THE DEFERRED TAX
ASSET  VALUATION  ALLOWANCE  BASED  ON JUDGEMENT AS TO FUTURE REALIZATION OF THE
DEFFERED  TAX BENEFIT SUPPORTED BY DEMONSTATED TRENDS IN THE COMPANY'S OPERATING
RESULTS.

LOSS PER COMMON SHARE

IN  FEBRUARY  1997, THE FINANCIAL ACCOUNTING STANDARDS BOARD ISSUED STATEMENT OF
FINANCIAL  ACCOUNTING  STANDARDS  NO. 128, EARNINGS PER SHARE ("SFAS 128"). SFAS
128  PROVIDES  A  DIFFERENT  METHOD  OF  CALCULATING EARNINGS PER SHARE THAN WAS
FORMERLY USED IN APB OPINION 15.  SFAS 128 PROVIDES FOR THE CALCULATION OF BASIC
AND  DILUTED  EARNINGS PER SHARE.  BASIC EARNINGS PER SHARE INCLUDES NO DILUTION
AND  IS  COMPUTED  BY  DIVIDING  INCOME  AVAILABLE TO COMMON STOCKHOLDERS BY THE
WEIGHTED  AVERAGE  NUMBER OF COMMON SHARES OUTSTANDING FOR THE PERIOD.  DILUTIVE
EARNINGS  PER  SHARE  REFLECTS  THE  POTENTIAL DILUTION OF SECURITIES THAT COULD

                                       F-9
<PAGE>

                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


SHARE  IN  THE  EARNINGS OF THE COMPANY.  THE COMPANY WAS REQUIRED TO ADOPT THIS
STANDARD  IN  THE SECOND FISCAL QUARTER OF 1998.  USING THE PRINCIPLES SET FORTH
IN  SFAS  128,  BASIC  AND  DILUTED EARNINGS PER SHARE ARE IDENTICAL AND ARE NOT
MATERIALLY DIFFERENT  FROM  THAT  WHICH  WOULD  HAVE  BEEN  PRESENTED  UNDER APB
15, SINCE OUTSTANDING  STOCK  OPTIONS  WOULD  BE  ANTIDILUTIVE.  THE OUTSTANDING
STOCK OPTIONS (NOTE 10) COULD BECOME DILUTIVE IN THE FUTURE.


CONCENTRATIONS  OF  CREDIT  RISK

THE  COMPANY IS REQUIRED BY FASB STATEMENT 105, "DISCLOSURE OF INFORMATION ABOUT
FINANCIAL  INSTRUMENTS  WITH  CONCENTRATIONS  OF  CREDIT  RISK"  TO  DISCLOSE
CONCENTRATIONS  OF  CREDIT  RISK.  THE  COMPANY'S FINANCIAL INSTRUMENTS THAT ARE
EXPOSED  TO CONCENTRATIONS  OF CREDIT RISK  CONSIST  PRIMARILY  OF CASH AND CASH
EQUIVALENTS,  RESTRICTED  CASH  AND  CERTIFICATES  OF  DEPOSIT,  TRADE  ACCOUNTS
RECEIVABLE  AND  NOTES RECEIVABLE WITH RELATED PARTIES.  THE COMPANY PLACES CASH
AND  TEMPORARY  CASH INVESTMENTS, WHICH, AT TIMES, EXCEED FDIC INSURANCE LIMITS,
IN  FINANCIAL  INSTITUTIONS  WITH  STRONG  CREDIT  RATINGS.  THE COMPANY EXTENDS
CREDIT  IN  THE  NORMAL  COURSE  OF  BUSINESS  TO  A  NUMBER OF CUSTOMERS IN THE
TRANSPORTATION  INDUSTRY.  AS  OF JUNE 30,1998, THE COMPANY HAD UNCOLLATERALIZED
RECEIVABLES WITH THREE CUSTOMERS  APPROXIMATING $87,000, WHICH REPRESENTS 66% OF
THE COMPANY'S TRADE ACCOUNT BALANCE, INCLUDING THE RELATED PARTY.  DURING FISCAL
1998,  SALES  TO  ONE  CUSTOMER  AMOUNTED  TO APPROXIMATELY 17% OF THE COMPANY'S
REVENUES.  DURING  FISCAL  1997,  SALES  TO  THREE  CUSTOMERS  AMOUNTED  TO
APPROXIMATELY  $166,000,  WHICH REPRESENTS  35%,  21% AND 20%,  RESPECTIVELY  OF
THE  COMPANY'S REVENUES.  WITH RESPECT TO NOTES RECEIVABLE WITH RELATED PARTIES,
MANAGEMENT  BELIEVES  THAT  THERE  IS  SUFFICIENT COLLATERAL UNDERLYING THE NOTE
AGREEMENTS  TO  PROTECT  THE  COMPANY'S CREDIT RISK IN THE EVENT OF DEFAULT (SEE
NOTE  7).

OTHER  RISKS  AND  UNCERTAINTIES

THE COMPANY IS SUBJECT TO THE BUSINESS RISKS INHERENT IN THE PETROLEUM INDUSTRY.
THESE RISKS INCLUDE, BUT ARE NOT LIMITED TO, A HIGH DEGREE OF COMPETITION WITHIN
THE  PETROLEUM  INDUSTRY  AND  CONTINUOUS  TECHNOLOGICAL  ADVANCES.  FUTURE
TECHNOLOGICAL  ADVANCES IN THE PETROLEUM INDUSTRY MAY RESULT IN THE AVAILABILITY
OF  NEW  SERVICES  OR  PRODUCTS  THAT  COULD COMPETE WITH THE PRODUCTS CURRENTLY
PROVIDED  BY  THE  COMPANY.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

THE  CARRYING  AMOUNTS OF CASH AND CASH EQUIVALENTS, RESTRICTED CASH INVESTMENTS
IN  CERTIFICATES  OF  DEPOSIT,  ACCOUNTS AND NOTES RECEIVABLE AND LONG-TERM DEBT
REPORTED  ON  THE  BALANCE  SHEET  APPROXIMATE  THEIR  FAIR  VALUE.  THE COMPANY
ESTIMATED  THE  FAIR VALUE OF LONG-TERM DEBT BY COMPARING THE CARRYING AMOUNT TO
THE  FUTURE  CASH  FLOWS  OF THE  INSTRUMENTS,  DISCOUNTED  USING  THE COMPANY'S
INCREMENTAL  RATE  OF  BORROWING  FOR  SIMILAR  INSTRUMENTS.

MANAGEMENT'S  ESTIMATES  AND  ASSUMPTIONS

THE  ACCOMPANYING FINANCIAL STATEMENTS ARE PREPARED IN CONFORMITY WITH GENERALLY
ACCEPTED  ACCOUNTING  PRINCIPLES WHICH REQUIRES MANAGEMENT TO MAKE ESTIMATES AND
ASSUMPTIONS  THAT  EFFECT  THE  REPORTED  AMOUNTS  OF ASSETS AND LIABILITIES AND
DISCLOSURE  OF  CONTINGENT  ASSETS  AND LIABILITIES AT THE DATE OF THE FINANCIAL
STATEMENTS  AND  THE  REPORTED  AMOUNTS  OF  REVENUES  AND  EXPENSES  DURING THE
REPORTING  PERIOD.  THE  ACTUAL  RESULTS  COULD  DIFFER  FROM  THOSE  ESTIMATES.

PRODUCT  WARRANTY

THE  COMPANY MAINTAINS PRODUCT LIABILITY INSURANCE FOR CLAIMS, IF ANY, RESULTING
FROM  THE  USE  OF  THE  "PETROMOLY"  PRODUCT.

STATEMENT  OF  CASH  FLOWS

FOR  THE  PURPOSE  OF  THE STATEMENT OF CASH FLOWS, THE COMPANY CONSIDERS DEMAND
DEPOSITS  AND  HIGHLY  LIQUID DEBT INSTRUMENTS WITH AN INITIAL MATURITY OF THREE
MONTHS  OR  LESS  TO  BE  CASH  EQUIVALENTS.

                                     F-10
<PAGE>

                           WORLDWIDE  PETROMOLY,  INC.
                  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS


STOCK  BASED  COMPENSATION

IN  OCTOBER  1995,  STATEMENT  OF FINANCIAL ACCOUNTING STANDARDS (SFAS) NO. 123,
"ACCOUNTING FOR STOCK-BASED COMPENSATION" WAS ISSUED WHICH ESTABLISHES FINANCIAL
ACCOUNTING AND REPORTING STANDARDS FOR STOCK-BASED EMPLOYEE COMPENSATION  PLANS,
EFFECTIVE  FOR  FISCAL  YEARS  BEGINNING  AFTER  DECEMBER 15, 1995.  THOSE PLANS
INCLUDE  ALL  ARRANGEMENTS  BY WHICH EMPLOYEES RECEIVE SHARES OF THE EMPLOYER OR
THE  EMPLOYER  INCURS  LIABILITIES TO EMPLOYEES IN AMOUNTS BASED ON THE PRICE OF
THE  EMPLOYER'S  STOCK.  THE  STATEMENT ALSO APPLIES TO TRANSACTIONS IN WHICH AN
ENTITY ISSUES ITS EQUITY SECURITIES OR OTHER EQUITY INVESTMENTS TO ACQUIRE GOODS
OR  SERVICES  FROM  NON-EMPLOYEES.  AS  OF  JUNE 30, 1998, THE COMPANY HAS STOCK
OPTIONS  OUTSTANDING  UNDER  ITS  1996  STOCK  OPTION  PLAN  (SEE  NOTE  10).

SFAS  NO.123  ALSO  REQUIRES  THAT EQUITY INSTRUMENTS ISSUED TO NON-EMPLOYEES BE
ACCOUNTED  FOR  BASED  ON  FAIR VALUE.  THE STATEMENT ENCOURAGES ALL ENTITIES TO
ADOPT THE FAIR  VALUE  BASED  METHOD  FOR  EMPLOYEE  STOCK  COMPENSATION  PLANS.
HOWEVER,  IT ALLOWS AN ENTITY TO CONTINUE TO MEASURE COMPENSATION COST FOR THOSE
PLANS  USING  THE  INTRINSIC  VALUE BASED METHOD OF ACCOUNTING PRESCRIBED BY APB
OPINION  NO.  25,  ("APB  NO.  25"), "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES".
ENTITIES ELECTING TO REMAIN WITH THE ACCOUNTING IN APB NO.25 MUST MAKE PRO FORMA
DISCLOSURES  OF  NET  INCOME  AND EARNINGS PER SHARE, AS IF THE FAIR VALUE BASED
METHOD  OF  ACCOUNTING HAD BEEN APPLIED.  THE COMPANY HAS ELECTED TO REMAIN WITH
THE  ACCOUNTING UNDER APB NO. 25 AND HAS MADE THE REQUIRED PRO FORMA DISCLOSURES
IN  NOTE  10.

NEW  ACCOUNTING  PRONOUNCEMENTS

SEE LOSS PER COMMON SHARE ABOVE REGARDING STATEMENT OF FINANCIAL ACCOUNTING
STANDARDS NO. 128, EARNINGS PER SHARE.

STATEMENT  OF  FINANCIAL ACCOUNTING STANDARDS NO. 129, DISCLOSURE OF INFORMATION
ABOUT  CAPITAL  STRUCTURE  ("SFAS  129"),  EFFECTIVE  FOR  PERIODS  ENDING AFTER
DECEMBER  15,  1997,  ESTABLISHES  STANDARDS FOR DISCLOSING INFORMATION ABOUT AN
ENTITY'S  CAPITAL  STRUCTURE.  SFAS  129  REQUIRES  DISCLOSURE  OF THE PERTINENT
RIGHTS  AND  PRIVILEGES  OF  VARIOUS  SECURITIES  OUTSTANDING  (STOCK,  OPTIONS,
WARRANTS, PREFERRED STOCK, DEBT AND PARTICIPATING RIGHTS) INCLUDING DIVIDEND AND
LIQUIDATIONS  PREFERENCES, PARTICIPANT RIGHTS, CALL PRICES AND DATES, CONVERSION
OR EXERCISE PRICES AND REDEMPTION REQUIREMENTS.  ADOPTION OF SFAS 129 HAS HAD NO
EFFECT  ON  THE  COMPANY  AS  IT  CURRENTLY DISCLOSES THE INFORMATION SPECIFIED.

IN JUNE 1997, THE FINANCIAL ACCOUNTING STANDARDS BOARD ISSUED TWO NEW DISCLOSURE
STANDARDS.  RESULTS  OF  OPERATIONS  AND  FINANCIAL  POSITION  ARE UNAFFECTED BY
IMPLEMENTATION  OF  THESE  NEW  STANDARDS.

      STATEMENT  OF  FINANCIAL  ACCOUNTING  STANDARDS  (SFAS)  130,  "REPORTING
COMPREHENSIVE  INCOME",  ESTABLISHES  STANDARDS  FOR  REPORTING  AND  DISPLAY OF
COMPREHENSIVE  INCOME,  ITS COMPONENTS AND ACCUMULATED  BALANCES.  COMPREHENSIVE
INCOME  IS  DEFINED TO INCLUDE ALL CHANGES IN EQUITY EXCEPT THOSE RESULTING FROM
INVESTMENTS  BY  OWNERS  AND  DISTRIBUTIONS TO OWNERS.  AMONG OTHER DISCLOSURES,
SFAS  130  REQUIRES  THAT  ALL  ITEMS  THAT  ARE REQUIRED TO BE RECOGNIZED UNDER
CURRENT  ACCOUNTING  STANDARDS AS COMPONENTS OF COMPREHENSIVE INCOME BE REPORTED
IN  A  FINANCIAL  STATEMENT  THAT IS DISPLAYED WITH THE SAME PROMINENCE AS OTHER
FINANCIAL  STATEMENTS.

SFAS  131,  "DISCLOSURE  ABOUT  SEGMENTS OF A BUSINESS  ENTERPRISE", ESTABLISHES
STANDARDS FOR THE WAY THAT PUBLIC ENTERPRISES REPORT INFORMATION ABOUT OPERATING
SEGMENTS  IN  ANNUAL  FINANCIAL  STATEMENTS  AND  REQUIRES REPORTING OF SELECTED
INFORMATION  ABOUT  OPERATING SEGMENTS IN INTERIM FINANCIAL STATEMENTS ISSUED TO
THE  PUBLIC.  IT  ALSO  ESTABLISHES STANDARDS FOR DISCLOSURES REGARDING PRODUCTS
AND SERVICES, GEOGRAPHIC AREAS AND MAJOR  CUSTOMERS.  SFAS 131 DEFINES OPERATING
SEGMENTS  AS  COMPONENTS  OF  AN  ENTERPRISE  ABOUT  WHICH  SEPARATE  FINANCIAL
INFORMATION  IS  AVAILABLE  THAT  IS  EVALUATED REGULARLY BY THE CHIEF OPERATING
DECISION  MAKER  IN  DECIDING  HOW  TO  ALLOCATE  RESOURCES  AND  IN  ASSESSING
PERFORMANCE.  THE  COMPANY  ONLY  OPERATES  IN  ONE  SEGMENT  OF  BUSINESS,  THE
MARKETING  AND DISTRIBUTION OF ENGINE LUBRICATION PRODUCTS.  MAJOR CUSTOMERS ARE
DISCLOSED  IN  NOTE  1.

THE  COMPANY DOES NOT EXPECT ANY IMPACT FROM ANY OF THE NEW STATEMENTS DISCLOSED
ABOVE.

                                        F-11
<PAGE>
                           WORLDWIDE  PETROMOLY,  INC.
                  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS


NOTE  3  -  REVERSE  MERGER

ON  JULY  22,  1996,  A  REVERSE  MERGER WAS CONSUMMATED, WHEREBY OGDEN MCDONALD
OFFERED  ONE  SHARE  OF  ITS  COMMON  STOCK  FOR  EACH SHARE OF WPC'S ISSUED AND
OUTSTANDING  COMMON  STOCK,  OR  A  TOTAL  OF 14,507,500 RESTRICTED SHARES.  WPC
BECAME  A  WHOLLY-OWNED  SUBSIDIARY  OF,  AND  WPC  STOCKHOLDERS  ASSUMED  90.6%
OWNERSHIP  IN  OGDEN  MCDONALD  AS OF THAT DATE.  IN ANTICIPATION OF THE REVERSE
MERGER,  THE  FOLLOWING  EQUITY  TRANSACTIONS  OCCURRED:

ON JULY 15, 1996, WPC AMENDED ITS ARTICLES OF INCORPORATION TO: (1) INCREASE ITS
AUTHORIZED COMMON STOCK FROM 1,000,000 TO 20,000,000 SHARES; (2) CHANGE THE  PAR
VALUE  FROM  $.10  TO $.001 PER SHARE; (3) RECLASSIFY AND AUTOMATICALLY EXCHANGE
EACH SHARE OF ISSUED  STOCK  FROM ONE  SHARE,  $.10 PAR VALUE, FOR 1,250 SHARES,
$.001  PAR  VALUE.

BETWEEN JULY 15-22, 1996, WPC SOLD 2,007,500 SHARES OF ITS COMMON STOCK AT $2.00
PER  SHARE IN A PRIVATE OFFERING TO NON-U.S. INVESTORS FOR TOTAL NET PROCEEDS OF
$3,900,115.  THESE  SHARES  WERE  EXCHANGED  FOR  2,007,500  OF OGDEN MCDONALD'S
SHARES  AS  PART  OF  THE  EXCHANGE.

ON JULY 22, 1996, OGDEN MCDONALD EFFECTED A 3 FOR 1 STOCK  SPLIT WHICH INCREASED
ITS  ISSUED  AND  OUTSTANDING  COMMON  STOCK  TO  1,500,000  SHARES.

IN  ACCORDANCE  WITH  THE  EXCHANGE  AGREEMENT, ON JULY 22, 1996, OGDEN MCDONALD
OFFERED  ONE  SHARE  OF  ITS  COMMON  STOCK FOR EACH SHARE OF WPC'S COMMON STOCK
ISSUED  AND  OUTSTANDING,  OR  A TOTAL OF 14,507,000 RESTRICTED SHARES AFTER THE
3-FOR-1  STOCK  SPLIT).

IN  CONNECTION  WITH  THE  REVERSE  MERGER, 1,500,000 SHARES OF OGDEN MCDONALD'S
COMMON  STOCK  WERE RESERVED FOR ISSUANCE PURSUANT TO THE 1996 STOCK OPTION PLAN
(SUBSEQUENTLY  AMENDED  TO  3,000,000  SHARES)  WHICH  INCLUDES  OFFICERS OF THE
COMPANY.


NOTE  4  -  INVENTORIES

THE MAJOR COMPONENTS OF INVENTORIES AS OF JUNE 30, 1998 AND 1997 ARE AS FOLLOWS:

<TABLE>
<CAPTION>
                                  1998       1997
                             ---------  ---------
<S>                          <C>        <C>
FINISHED GOODS               $  19,824  $ 111,962
RAW MATERIALS AND PACKAGING     25,570     13,625
WORK IN PROGRESS                     -      3,064
                              --------   --------
                             $  45,394  $ 128,651
                               =======   ========
</TABLE>


NOTE  5  -  PROPERTY  AND  EQUIPMENT

PROPERTY  AND  EQUIPMENT CONSISTS OF THE FOLLOWING AS OF JUNE 30, 1998 AND 1997:

<TABLE>
<CAPTION>
                                     1998       1997 
                                  ----------  ----------
<S>                               <C>         <C>
OFFICE FURNISHINGS AND EQUIPMENT  $ 134,536   $ 103,858 
MACHINERY AND EQUIPMENT              13,735       6,977 
VEHICLES                             12,062      12,062 
                                   --------    -------- 
                                    160,333     122,897 
LESS ACCUMULATED DEPRECIATION       (38,914)    (14,350)
                                  ----------  ----------

                                  $ 121,419   $ 108,547 
                                  ==========  ==========
</TABLE>

                                     F-12
<PAGE>

                           WORLDWIDE  PETROMOLY,  INC.
                  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS


NOTE  6  -  NOTES  PAYABLE

AT JUNE 30,  1998, THE  COMPANY HAS A $250,000 REVOLVING LINE OF CREDIT FACILITY
WITH A BANK WHICH EXPIRED IN JULY 1998.  AT JUNE 30, 1998, THE COMPANY HAD DRAWN
$160,000  UNDER  THIS  AGREEMENT.  INTEREST IS PAYABLE MONTHLY (7.4% AND 8.1% AT
JUNE  30,  1998 AND 1997, RESPECTIVELY) AND PRINCIPAL IS DUE ON DEMAND, OR IF NO
DEMAND,  AT  ITS  SCHEDULED  MATURITY.  THIS NOTE WAS PAID ON JULY 2, 1998.  THE
BORROWINGS  UNDER  THE  LINE  OF  CREDIT WERE COLLATERALIZED BY A CERTIFICATE OF
DEPOSIT  IN  THE  AMOUNT  OF  $270,000.

AT  JUNE 30, 1997, THE COMPANY HAD DRAWN $95,000 UNDER A $100,000 REVOLVING LINE
OF  CREDIT  FACILITY WITH ANOTHER BANK.  PRINCIPAL AND INTEREST (7.09%) WERE DUE
ON DEMAND, OR IF NO DEMAND, IN AUGUST 1998 AT AN INTEREST RATE OF 7.77%, PAYABLE
QUARTERLY).  THIS  BORROWING  WAS  SECURED  BY  A  CERTIFICATE OF DEPOSIT IN THE
AMOUNT  OF  $155,861.  THE  NOTE  WAS  PAID  IN  JANUARY  1998.


NOTE  7  -  RELATED  PARTY  TRANSACTIONS

ACCOUNTS  RECEIVABLE  -  RELATED  PARTY

THE  COMPANY  SELLS  PRODUCTS  TO  AN ENTITY THAT IS CONTROLLED BY THE COMPANY'S
MAJORITY STOCKHOLDER.  SALES AND THE AMOUNT DUE FROM THE ENTITY AT JUNE 30, 1998
AND  1997  WERE  APPROXIMATELY  $20,000  AND  $39,000,  RESPECTIVELY.  SALES AND
THE  AMOUNT  DUE FROM THE ENTITY AT JUNE 30, 1997 WERE APPROXIMATELY $45,000 AND
$29,000  RESPECTIVELY.

NOTES  RECEIVABLE  -  RELATED  PARTIES

ON  DECEMBER  12,  1996,  THE  COMPANY  EXECUTED  A  NOTE  AGREEMENT  WITH  A
PUBLICLY-HELD  CORPORATION IN THE AMOUNT OF $500,000, IN WHICH A COMPANY OFFICER
SERVES  IN  A  SIMILAR CAPACITY FOR BOTH COMPANIES.  PRINCIPAL AND INTEREST (10%
ANNUAL RATE) WAS DUE ON JANUARY 17, 1997, AND WAS SECURED BY 1,000,000 SHARES OF
THE  BORROWER'S  COMMON  STOCK.  ON  FEBRUARY  19,  1997,  A PORTION OF THE NOTE
RECEIVABLE  BALANCE  IN  THE AMOUNT OF $250,000 WAS PAID.  ON JUNE 30, 1997, THE
NOTE  AGREEMENT  WAS ASSIGNED TO A PRIVATELY-HELD CORPORATION CONTROLLED BY THIS
COMPANY  OFFICER  AND  AN INDIVIDUAL COMPANY STOCKHOLDER.  THE NOTE, WHICH HAD A
PRINCIPAL  BALANCE  OF  $267,289  AT JUNE 30, 1997, WAS REFINANCED ON OCTOBER 1,
1997  IN  THE  AMOUNT  OF  $204,950  (REFLECTING  PAYMENTS  AND ACCRUED INTEREST
THEREON).  THE  NOTE  WAS  PAID  IN  FULL  IN  JUNE  1998.

ON  JUNE  30, 1997,THE COMPANY REFINANCED A NOTE AGREEMENT WITH A STOCKHOLDER IN
THE  AMOUNT OF $210,945.  THE NOTE AGREEMENT WAS AGAIN  REFINANCED ON OCTOBER 1,
1997,  IN  THE  AMOUNT  OF  $202,182  (REFLECTING  PAYMENTS AND ACCRUED INTEREST
THEREON).  PRINCIPAL  AND  INTEREST  ARE PAYABLE MONTHLY IN THIRTEEN CONSECUTIVE
INSTALLMENTS  RANGING BETWEEN $5,000 AND $60,000 COMMENCING OCTOBER 20, 1997, AT
10%  PER ANNUM.  THE PRINCIPAL BALANCE OF THE NOTE IS $111,151 AT JUNE 30, 1998.
THE  NOTE  IS  SECURED  BY  40,000  SHARES OF COMPANY COMMON  STOCK  AND 200,000
SHARES  OF  COMMON  STOCK  OF THE PUBLICLY TRADED CORPORATION REFERRED TO ABOVE.

AS  OF  JUNE 30, 1997, THE COMPANY HAD A DEMAND NOTE RECEIVABLE IN THE AMOUNT OF
$12,960, DUE FROM THE  ENTITY REFERRED TO IN "ACCOUNTS RECEIVABLE-RELATED PARTY"
ABOVE  WHICH  WAS  SUBSEQUENTLY  PAID  IN  JULY  1997.

INTEREST  INCOME  FROM  RELATED  PARTIES AMOUNTED TO $68,199 AND $16,568 FOR THE
FISCAL YEARS ENDED 1998 AND 1997 RESPECTIVELY.

ADVANCES  FROM  STOCKHOLDER

PRIOR  TO  THE  REVERSE  MERGER,  THE PRINCIPAL STOCKHOLDER OF WPC WHO IS NOW AN
OFFICER AND MAJORITY STOCKHOLDER OF THE COMPANY, ADVANCED $422,000, NON-INTEREST
BEARING  FUNDS  TO  WPI.  THE ADVANCES STILL DUE TO THIS STOCKHOLDER AMOUNTED TO
$116,263  AND  $312,573  AS  OF  JUNE  30  1998  AND  1997,  RESPECTIVELY.

                                     F-13
<PAGE>

                           WORLDWIDE  PETROMOLY,  INC.
                  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS


NOTE  8  -  INCOME  TAXES
 DEFERRED  TAXES  ARE  DETERMINED  BASED  ON  TEMPORARY  DIFFERENCES BETWEEN THE
FINANCIAL  STATEMENT  AND INCOME TAX BASIS OF ASSETS AND LIABILITIES AS MEASURED
BY THE ENACTED TAX RATES WHICH WILL BE IN EFFECT WHEN THESE DIFFERENCES REVERSE.


DEFERRED  TAX  ASSETS  ARE COMPRISED OF THE FOLLOWING AT JUNE 30, 1998 AND 1997:

<TABLE>
<CAPTION>
                                                1998         1997 
                                         ------------  -----------
<S>                                      <C>           <C>
 NET OPERATING LOSS CARRYFORWARDS        $ 1,833,000   $1,112,500 
 STOCK OPTIONS GRANTED TO NON-EMPLOYEES      567,000      540,500 
 AMORTIZATION EXPENSE                         25,500       25,500 
 BAD DEBT EXPENSE                              7,000        7,000 
                                         ------------  -----------
 GROSS DEFERRED TAX ASSET                  2,432,500    1,685,500 
   VALUATION ALLOWANCE                    (2,432,500)   1,685,500)
                                         ------------  -----------
 NET DEFERRED TAX ASSET                  $         -   $        - 
                                         ============  ===========
</TABLE>

THE  COMPANY  HAS  RECORDED  A FULL VALUATION ALLOWANCE AGAINST ALL DEFERRED TAX
ASSETS  BECAUSE  IT COULD NOT DETERMINE WHETHER IT WAS MORE LIKELY THAN NOT THAT
THE  DEFERRED  TAX  ASSET  WOULD  BE  REALIZED.

      AT  JUNE  30,  1998,  THE  COMPANY  HAD  NET OPERATING  LOSS CARRYFORWARDS
TOTALLING  APPROXIMATELY  $5,400,000  AVAILABLE  TO REDUCE FUTURE TAXABLE INCOME
THROUGH  THE YEAR 2013.  THE NET OPERATING LOSS CARRYFORWARDS EXPIRE AS FOLLOWS:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,                AMOUNT
-----------------------------------  ----------
<S>                                  <C>
     2008                            $   70,000
     2009                               263,000
     2010                               112,000
EIGHTEEN MONTHS ENDED JUNE 30, 2012   2,753,000
YEAR ENDED JUNE 30, 2013              2,202,000
                                     ----------
                                     $5,400,000
                                     ==========
</TABLE>


NOTE  9  -  COMMITMENTS

THE  COMPANY  LEASES  ITS  OFFICE  SPACE AND A VEHICLE UNDER LONG-TERM OPERATING
LEASE  AGREEMENTS.  AT  JUNE 30, 1998, FUTURE MINIMUM LEASE PAYMENTS UNDER THESE
OPERATING  LEASES  WERE  AS  FOLLOWS:

<TABLE>
<CAPTION>
<S>   <C>
1999  $62,462
2000   31,014
2001    7,296
</TABLE>

RENT EXPENSE FOR THE YEARS ENDED JUNE 30, 1998 AND 1997 WAS $84,000 AND $54,000,
RESPECTIVELY.

                                           F-14
<PAGE>

                           WORLDWIDE  PETROMOLY,  INC.
                  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS


IN  AUGUST  1996,  THE COMPANY ENTERED INTO FIVE YEAR EMPLOYMENT AGREEMENTS WITH
FOUR  OFFICERS  AT  A  COMBINED ANNUAL SALARY OF $361,000 (SUBJECT TO ESCALATION
RANGING FROM $385,000 IN FISCAL 1998 TO $432,000 IN FISCAL 2001) PLUS A COMBINED
ANNUAL  AUTOMOBILE  ALLOWANCE  OF  $33,600.


NOTE  10  -  STOCK  OPTIONS

ON  JULY  22,  1996  THE  COMPANY  APPROVED  THE  1996  STOCK  OPTION PLAN WHICH
AUTHORIZES  THE  COMPANY'S BOARD OF DIRECTORS TO GRANT OPTIONS TO PURCHASE UP TO
3,500,000  SHARES  OF COMMON STOCK (AS AMENDED), TO ELIGIBLE EMPLOYEES, OFFICERS
AND  DIRECTORS OF THE COMPANY, AND CONSULTANTS TO THE COMPANY.  THE TERMS OF THE
OPTIONS  ARE  GENERALLY OVER FIVE YEARS WITH IMMEDIATE VESTING.  THE PLAN IS NOT
QUALIFIED  UNDER  SECTION 401(A) OF THE INTERNAL REVENUE CODE OF 1986, NOR IS IT
SUBJECT TO ANY PROVISION OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974.

DURING  THE  YEAR  ENDED  JUNE  30  1998, THE COMPANY ISSUED OPTIONS TO PURCHASE
500,000  SHARES  OF COMMON STOCK TO A DIRECTOR AT $2.00 PER SHARE.  THE DIRECTOR
ALSO  RECEIVED  500,000  SHARES OF COMMON STOCK FOR SERVICES RENDERED (NOTE 11).

THE  COMPANY  HAS  ELECTED  TO  CONTINUE  TO ACCOUNT FOR STOCK OPTIONS ISSUED TO
EMPLOYEES  IN  ACCORDANCE WITH APB NO. 25.  DURING THE YEAR ENDED JUNE 30, 1997,
ALL  OPTIONS  ISSUED TO OFFICERS AND EMPLOYEES WERE GRANTED AT AN EXERCISE PRICE
WHICH  EQUALED  OR EXCEEDED THE MARKET PRICE PER SHARE AT THE DATE OF GRANT AND,
ACCORDINGLY,  NO  COMPENSATION  WAS RECORDED.  FOR THE YEAR ENDED JUNE 30, 1998,
OPTIONS FOR 317,000 SHARES WERE GRANTED TO OFFICERS AND EMPLOYEES AT AN EXERCISE
PRICE  WHICH  WAS  LESS  THAN  THE  MARKET PRICE PER SHARE AT THE DATE OF GRANT,
RESULTING  IN  A  CHARGE  TO  OPERATIONS  OF  $55,475.

EFFECTIVE  FOR  THE  YEAR ENDED JUNE 30, 1997, THE COMPANY WAS REQUIRED TO ADOPT
THE DISCLOSURE  PORTION OF SFAS NO. 123.  THIS STATEMENT REQUIRES THE COMPANY TO
PROVIDE  PROFORMA  INFORMATION  REGARDING  NET  LOSS  APPLICABLE  TO  COMMON
STOCKHOLDERS  AND LOSS PER SHARE AS IF COMPENSATION COST FOR THE COMPANY'S STOCK
OPTIONS  GRANTED  HAD  BEEN  DETERMINED  IN ACCORDANCE WITH THE FAIR VALUE BASED
METHOD PRESCRIBED IN SFAS NO. 123.  THE COMPANY ESTIMATES THE FAIR VALUE OF EACH
STOCK  OPTION  AT THE GRANT DATE BY USING THE BLACK-SCHOLES OPTION PRICING MODEL
WITH THE FOLLOWING WEIGHTED AVERAGE ASSUMPTIONS USED FOR GRANTS IN 1998 AND 1997
AS  FOLLOWS:

      1.  DIVIDEND  YIELD  OF  0%

2.  EXPECTED  VOLATILITY  OF  0%  FOR  OPTIONS  GRANTED IN AUGUST 1996 DUE TO NO
TRADING  ACTIVITY;  EXPECTED  VOLATILITY  OF 119% AND 52% FOR OPTIONS GRANTED IN
JUNE  1998  AND  1997,  RESPECTIVELY.

3.  RISK-FREE  INTEREST RATES RANGING FROM 5.65% TO 5.77% FOR 1998 AND  6.49% TO
6.60%  FOR  1997.

      4.  EXPECTED  TERM  OF  2  YEARS  FOR  1998  AND  5  YEARS  FOR  1997.

UNDER  THE  ACCOUNTING  PROVISIONS  OF  SFAS  NO.  123,  THE  COMPANY'S NET LOSS
APPLICABLE  TO  COMMON  STOCKHOLDERS AND LOSS PER SHARE FOR THE YEARS ENDED JUNE
30,  1998  AND  1997 WOULD HAVE BEEN INCREASED TO THE PROFORMA AMOUNTS INDICATED
BELOW:

NET  LOSS  APPLICABLE  TO  COMMON  STOCKHOLDERS:

<TABLE>
<CAPTION>
                           1998          1997 
                       ------------  ------------
<S>                    <C>           <C>
        AS REPORTED    $(2,193,554)  $(4,287,123)
                       ============  ============
        PROFORMA       $(2,755,013)  $(4,884,123)
                       ============  ============

      LOSS PER SHARE:
        AS REPORTED    $      (.13)  $      (.27)
                       ============  ============
        PROFORMA       $      (.16)  $      (.30)
                       ============  ============
</TABLE>

                                         F-15
<PAGE>

                           WORLDWIDE  PETROMOLY,  INC.
                  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS


FOR THE YEARS ENDED JUNE 30, 1998 AND 1997, IN ACCORDANCE WITH SFAS NO. 123, THE
COMPANY  ACCOUNTED  FOR  OPTIONS  ISSUED  TO NON-EMPLOYEES FOR SERVICES RENDERED
USING  THE  FAIR VALUE METHOD. THE COMPANY GRANTED 30,000 OPTIONS TO PURCHASE AN
EQUAL  NUMBER  OF SHARES OF COMMON STOCK AT AN EXERCISE PRICE OF $1.00 PER SHARE
TO  A  CONSULTANT  DURING  THE  YEAR  ENDED  JUNE 30, 1998.  THE COMPANY GRANTED
1,780,000  OPTIONS  TO  PURCHASE AN EQUAL NUMBER OF SHARES OF COMMON STOCK AT AN
EXERCISE  PRICE OF $2.00 PER SHARE TO CONSULTANTS DURING THE YEAR ENDED JUNE 30,
1997.  THE  OPTIONS  VEST  WITHIN  0-1  YEAR AND EXPIRE 5 YEARS FROM THE DATE OF
GRANT.  THE  OPTIONS  WERE  GRANTED  FOR SERVICES RENDERED DURING THE RESPECTIVE
YEARS.  THE  COMPANY  RECORDED COMPENSATION EXPENSE IN THE AMOUNT OF $22,980 AND
$1,589,458  IN  THE  ACCOMPANYING  CONSOLIDATED STATEMENTS OF LOSS FOR THE YEARS
ENDED  JUNE  30,  1998  AND  1997,  RESPECTIVELY, BASED ON THE FAIR VALUE OF THE
OPTIONS  ON  THE  GRANT  DATE  USING  THE  BLACK-SCHOLES  OPTION  PRICING MODEL.


A  SUMMARY  OF THE STATUS OF THE COMPANY'S STOCK OPTIONS AS OF JUNE 30, 1998 AND
1997,  AND  CHANGES  DURING  THE  YEARS  THEN  ENDED  IS  PRESENTED  BELOW.

<TABLE>
<CAPTION>
                                                          1998                   1997
                                                ----------------------  ------------------
                                                           WEIGHTED                 WEIGHTED
                                                            AVERAGE                 AVERAGE
                                                            EXERCISE                EXERCISE
                                                  SHARES     PRICE         SHARES    PRICE
                                                ----------  ----------  -----------  -----
<S>                                             <C>         <C>         <C>          <C>
  OUTSTANDING AT BEGINNING OF YEAR               2,835,000  $     2.00           -   $   -
  GRANTED                                          627,000        1.59   2,875,000    1.11
  EXERCISED                                              -           -     (40,000)   2.00
  FORFEITED                                              -           -           -       -
                                                ----------  ----------  -----------  -----

  OUTSTANDING AT END OF YEAR                     3,462,000  $     1.23   2,835,000   $1.12
                                                ==========  ==========  ===========  =====

  OPTIONS EXERCISABLE AT END OF YEAR             3,385,333  $     1.23   2,015,000   $1.12
                                                ==========  ==========  ===========  =====

  WEIGHTED AVERAGE FAIR VALUE OF
  OPTIONS GRANTED DURING THE YEAR                           $     1.34               $ .52
                                                            ===========              =====
</TABLE>

THE  WEIGHTED  AVERAGE  REMAINING  CONTRACTUAL LIFE OF THE ABOVE OPTIONS WAS 3.0
AND  4.3  YEARS  AT  JUNE  30,  1998  AND  1997,  RESPECTIVELY.

THE FOLLOWING TABLE SUMMARIZES INFORMATION ABOUT FIXED STOCK OPTIONS OUTSTANDING
AT JUNE 30, 1998:

<TABLE>
<CAPTION>
                          WEIGHTED
                          AVERAGE
             NUMBER      REMAINING      NUMBER
EXERCISE   OUTSTANDING  CONTRACTUAL   EXERCISABLE
PRICE      AT 6/30/98   LIFE (YEARS)  AT 6/30/98
---------  -----------  ------------  -----------
<S>        <C>          <C>           <C>
1.00        2,327,000           1.6    2,250,333
2.00        1,135,000           3.2    1,135,000
---------  -----------  ------------  -----------

1.23        3,462,000           3.0    3,385,333
=========  ===========  ============  ===========
</TABLE>

NOTE  11  -  OTHER  EQUITY  TRANSACTIONS

IN  JUNE  1997,  THE  COMPANY  ISSUED  COMMON STOCK TO FOUR INDIVIDUALS TOTALING
700,000  SHARES  FOR  SALES  AND  MARKETING  CONSULTING  SERVICES.  COMPENSATION
EXPENSE  IN  THE  AMOUNT OF $1,344,700 HAS BEEN RECORDED AS SELLING, GENERAL AND
ADMINISTRATIVE  EXPENSES IN THE ACCOMPANYING CONSOLIDATED STATEMENTS OF
OPERATIONS FOR THE  YEAR  ENDED  JUNE  30,  1997,  AS  A  RESULT  OF THESE STOCK
ISSUANCES.

IN  JANUARY  1998,  THE  COMPANY  ISSUED COMMON STOCK TO A SHAREHOLDER
TOTALING  500,000  SHARES FOR SALES AND MARKETING CONSULTING SERVICES.
COMPENSATION  EXPENSE  IN  THE AMOUNT OF $500,000 HAS BEEN RECORDED AS
SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES  IN  THE ACCOMPANYING
CONSOLIDATED  STATEMENTS  OF  OPERATIONS  FOR  THE YEAR ENDED JUNE 30,
1998,  AS  A  RESULT  OF  THESE  STOCK  ISSUANCES.


NOTE  12  -  LAWSUIT  SETTLEMENT

ON  FORMATION  OF  THE  COMPANY,  THE  COMPANY AGREED TO INDEMNIFY THE PRINCIPAL
STOCKHOLDER  FOR ANY PAYMENTS MADE BY SUCH STOCKHOLDER RESULTING FROM OR ARISING
OUT OF A LAWSUIT SETTLEMENT TOTALING $90,000, WHICH LAWSUIT WAS FILED BY A THIRD
PARTY  AGAINST  THE  FORMER  DISTRIBUTOR  OF  THE  "PETROMOLY"  PRODUCT, AND THE
PRINCIPAL  STOCKHOLDER.  ACCORDINGLY,  THIS  AMOUNT  WAS  INCLUDED  IN  ACCRUED
EXPENSES  AT  JUNE 30, 1996.  THE NEGOTIATED SETTLEMENT IN THE AMOUNT OF $53,000
WAS  PAID  IN  FULL  DURING  AUGUST 1996.  THE DIFFERENCE OF $37,000 BETWEEN THE
AMOUNT ACCRUED AND PAID WAS INCLUDED IN OTHER INCOME FOR THE YEAR ENDED JUNE 30,
1997.

                                      F-16
<PAGE>

                                       22
<PAGE>

                               INDEX TO EXHIBITS

EXHIBIT  SEQUENTIAL
NUMBER   DESCRIPTION
-------  --------------------------------------------------------------------
16.1     *     Letter  on  change  in  certifying  accountant
21.1     **    Subsidiaries
27.1     **    Financial  Data  Schedule
_________________
*     Incorporated by reference to the Company's report on Form 8-K dated August
      14,  1998  and  filed  with  the  Commission  on  August  20,  1998.
**     Filed  herewith

<PAGE>