UNITED STATES 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,  2000.
                                       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 of  incorporation  or  organization)
                       (IRS  Employer 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:
                                       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, 2000 were $826,000.  The aggregate
market  value  of  Common  Stock  held by non-affiliates of the registrant as of
October 10, 2000,  based  upon the last reported sales prices on the OTCBB, was
$2,699,703.  As of  October 10, 2000, there were 23,938,080 shares of Common
Stock  outstanding.


<PAGE>
                                Table of Contents

PART  I

Item  1.     Business                                                          1

Item  2.     Properties                                                        5

Item  3.     Legal  Proceedings                                                5

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders       5

PART  II

Item  5.     Market  for  Registrant's  Common  Equity
               and Related Stockholder  Matters                                6

Item  6.     Management's Discussion and Analysis of Financial Condition
             and  Results  of  Operations                                      8

Item  7.     Financial  Statements                                            15

Item  8.     Changes  in  and  Disagreements  with  Accountant
               on Accounting and  Financial  Disclosure                       15

PART  III

Item  9.     Directors, Executive Officers, Promoters and Control Persons;
               Compliance with  Section 16(a)  of  the  Exchange  Act         15

Item  10.    Executive  Compensation                                          17

Item  11.    Security Ownership of Certain Beneficial Owners and Management   19

Item  12.    Certain  Relationships  and  Related  Transactions               19

Item  13.    Exhibits,  and  Reports  on  Form  8-K                           20

SIGNATURES                                                                    21


<PAGE>
PART  I

Item  1.     BUSINESS


     Unless   the  context  otherwise  requires,  the  term  "Company"  as  used
herein  refers  to  the  Company  and  its  wholly-owned  subsidiary,  Worldwide
PetroMoly  Corporation.

BUSINESS--GENERAL

     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.  The Company has formulated
products  for  use  in  Indy  style  racing  cars,  commercial fleets and retail
consumer  use.  One  of  the Company's principal promotional efforts is its INDY
style  racing  car sponsorship of racecar drivers Robby Unser and Jacques Lazier
who drive the PetroMoly race car, which uses the racing formulation of PetroMoly
with  molytech.


                                        1
<PAGE>
MARKETING--GENERAL

     The  Company's  immediate  focus  is  on  planning  for  a  regional retail
campaign,  while  adding  new racing, industrial and commercial customers to its
customer  base.  An infomercial is planned to air nationwide, which will exhibit
the  Company's  technology  by featuring an oil additive that utilizes molytech,
the  same  proprietary  formulation  used  in  all  of the Company's lubrication
products.

     The industrial and commercial sales process takes a minimum of 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 Fluor Daniels,
American Energy, Mooney Oil, the City of Coral Springs, Bennett Auto Supply, The
Oil Connection Lube Centers and Wichita Tillman and Jackson Railroad.

     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,  improved  engine  performance, and an
ability  to substantially reduce harmful  exhaust  emissions,  engine  wear  and
friction.

     Currently  nearly  all of the Company's personnel are involved in marketing
the  Company's  products.  The  target  markets  are  racing  cars,  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 looking for premium shelf
space in automobile parts retail chains and lube center chains.  To help promote
brand  awareness,  the Company is actively seeking to selling PetroMoly (tm) Oil
Treatment  using  various  mediums  including  television,  radio  and  print
advertisements,  and  is presently seeking marketing alliances for this purpose.

Marketing--Internet  and  E-Commerce

     The Company's web site is www.petromoly.com.  The U.S. Bureau of Statistics
has  forecasted that the average U.S. consumer who owns a computer will make 20%
of  their purchases on-line by the year 2002, and that usage is expected to grow
with  each  successive  year.

The  Company  has plans to continuously stay current in the field of e-commerce.
The  Company's  Internet  activities  include  the  revamping  of  the Company's
Internet  web  site,  and  making  it  easier  and  more  attractive for on-line
customers  to  purchase products.  Existing industrial customers will be able to
re-order  products  on  line,  and can issue purchase orders as well as check on
their  individual  account  status.  The site is scheduled to be a secured site,
and  will  be  state  of  the  art  on  technology.


                                        2
<PAGE>
ENGINE  OIL  AND  OIL  ADDITIVE  PRODUCTS

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

1.     Racing  Car  Motor  Oil  - For the professional competitive racing market
which  includes   Indy  style  racing  as  well  as  NASCAR  and  straight-track
competition.

2.     Passenger  and Other Automotive Oil Additive  - PetroMoly Oil Treatment -
This product is sold  in sixteen  ounce  containers  to  be  added  at every oil
change

3.     Passenger  and  Other  Automotive  Gasoline  Additive  -  PetroMoly  Fuel
Treatment  -  This product is sold  in sixteen  ounce  containers  to  be  added
at  every  5000  miles.

4.      Passenger  and  Other  Automotive Coolant Additive  - PetroMoly Radiator
Treatment  -
This  product  is  sold  in sixteen  ounce  containers  to  be  added  only once
every  five  years

5.     Passenger  Cars,  Light  Duty  Trucks, Vans and Utility Vehicles - SAE HP
10W-30,  HP  5W-30,  HP  20W-50,  and  LDF  SAE  15W-40.

6.     Industrial Engine 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.

7.     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.

8.     Natural  Gas  Compressor  Applications - NGC SAE 30 or SAE 40, Premium AA
and  LA.  The  Company  has  received  favorable  responses  to this specialized
product,  from
the  CBS  co-generation  plant  at  their  Los  Angeles studio, demonstrating an
ability  to triple drain intervals for servicing the equipment.  This product is
available  in  fifty-five  gallon  drums  up  to  rail  car  quantities.

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  another  three  years  to  protect the
disclosure in the patent application from the public.  The Company presently has
plans  to  re-file  an  application if Management determines that disclosing the
Company's  intellectual property in the form of a patent is in the best interest
of  the  Shareholders.  The  Company  also  holds  the  rights to the registered
trademark  "PetroMoly  (tm)"  and  "Molytech  (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,  the  Company believes their additional expense for synthetics is often
not  justified  by  actual benefits with out Molytech in their formulations.  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  13  years.  It  introduced  its  first synthetic motor oil, Performax
5W-50,  in  late  1992.  Pennzoil  has a nationwide distribution system and they


                                        3
<PAGE>
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 a significant retail
exposure.

MANUFACTURING

     Fully  formulated  PetroMoly  is  not  a  synthetic  (except for its racing
formulations),  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.,  located  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  capable  of producing
railroad  products,  as  well 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 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  $109,000 in 2000 and $39,000 in 1999 on
research  and  development  ,  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.


                                        4
<PAGE>
MAJOR  CUSTOMERS

     During  the  year  ended  June 30, 2000, approximately 60% of the Company's
revenues were received from 3 customers , as compared to June 30, 1999 where 50%
of  the  Company's  revenues  were  received  from  2  customers.

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  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 and pays approximately $1,500 per month for
subleasing  this  space  pursuant  to  a sublease, which expires on December 31,
2000.  The  Company  also  rents approximately 5,184 square feet at 757 Kenrick,
Houston,  Texas  77060,  pursuant  to a lease which requires monthly payments of
approximately  $2,330  and  which  expires October , 2002.  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

                  None

                                        5


<PAGE>
                                   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  currently traded on the over-the-counter
bulletin  board  ("OTC  BB")  under the symbol "MOLY".  The following table sets
forth,  for  the  quarters  indicated,  the  reported  high  and low closing bid
quotations  for the common stock of the Company as reported on the OTC BB .  The
bid  prices  reflect  inter-dealer  quotations,  do  not include retail markups,
markdowns  or  commissions  and  do not necessarily reflect actual transactions.


                High Bid   Low Bid
1999

First Quarter   $  1-5/16  $   7/16
Second Quarter  $   13/16  $    3/8
Third Quarter   $   2-5/8  $    1/2
Fourth Quarter  $   1-1/2  $    7/8

2000

First Quarter   $    1.26  $    .71
Second Quarter  $     .93  $    .46
Third Quarter   $    1.00  $    .47
Fourth Quarter  $     .68  $    .25


     On  October  10,  2000, the closing bid for the Common Stock as reported by
the  OTCBB  was  $.25.  On  October  10,  1999,  there  were approximately 2,100
stockholders  of  record  of  the  Common  Stock.

     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.

     During  the  year  ended  June  30,  2000,  the following transactions were
effected  by the Company in reliance upon exemptions from registration under the
Securities  Act  of  1933  as  amended  (the  "Act") as provided in Section 4(2)
thereof.  Each certificate issued for unregistered securities contained a legend
stating  that  the securities have not been registered under the Act and setting
forth  the  restrictions  on the transferability and the sale of the securities.


                                        6
<PAGE>
No  underwriter participated in, nor did the Company pay any commissions or fees
to  any  underwriter  in connection with any of these transactions.  None of the
transactions  involved a public offering.  The Company believes that each of the
persons  had  knowledge  and  experience in financial and business matters which
allowed them to evaluate the merits and risk of the purchase or receipt of these
securities  of  the Company.  The Company believes that each of the persons were
knowledgeable  about  the  Company's  operations  and  financial  condition.

     In  July,  1999,  the  Company  sold  100,000  shares  of common stock to a
consultant  for  cash  consideration  of  $.50 per share.  At the same time, the
Company  granted to this consultant an option to purchase up to 50,000 shares of
common  stock  at  an  exercise  price  of  $.50  per share as consideration for
consulting  services  rendered.  This  transaction  was made pursuant to section
4(2)  of  the  Securities  Act  of  1933  as  amended

     In  February,  2000,  the  Company  issued 75,000 shares of common stock to
another  consultant  as  a  retainer  for  consulting  services to be performed.
This transaction was made pursuant to section 4(2) of the Securities Act of 1933
as  amended

   In  December,  1999  and  in  February and March 2000, the Company  issued  a
total of 272,700 shares of common stock to non-management employees as incentive
compensation.  This  transaction  was  made  pursuant  to  section  4(2)  of the
Securities  Act  of  1933  as  amended

On  May 24, 2000 and on June 15, 2000 the company sold and issued 235,000 shares
of  common  stock at an average of 47 cents per share. This transaction was made
pursuant  to  section  4(2)  of  the  Securities  Act  of  1933  as  amended


On  May  24, 2000 the company issued 75,000 shares of common stock at 39 cents a
share  as  payment  for  a  sponsorship  in the Indy Racing League racecar. This
transaction  was  made pursuant to section 4(2) of the Securities Act of 1933 as
amended


On  June  15,  2000, the company issued 100,000 shares of common at 35 cents per
share  as  Pre-paid  payment  for  a sponsorship in the Indy Racing League. This
transaction  was  made pursuant to section 4(2) of the Securities Act of 1933 as
amended


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

Information  Regarding  and  Factors  Affecting  Forward-looking  Statements


                                        7
<PAGE>
     The  Company  is  including the following cautionary statement in this 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 which are
other  than  statements  of  historical  facts.  Certain statements in this Form
10-KSB  are forward-looking statements.  Words such as "expects", "anticipates",
"estimates"  and  similar  expressions  are intended to identify forward-looking
statements.  Such  statements  are subject to risks and uncertainties that could
cause  actual results to differ materially from those projected.  Such risks and
uncertainties  are  set  forth  below.  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 limitation, 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, be achieved, or be
accomplished.  In  addition  to  other  factors  and matters discussed elsewhere
herein,  the  following  are important factors that, in the view of the Company,
could  cause  material  adverse affects on the Company's financial condition and
results  of operations: market acceptance and demand for the Company's products,
competitive  factors,  the  ability of the Company to to obtain acceptable forms
and  amounts  of  financing.  The  Company has no obligation to update or revise
these  forward-looking  statements to reflect the occurrence of future events or
circumstances.

Going  Concern  Qualification  by  the  Company's  Independent  Auditor

     The   Company's   independent   auditor  has   included  a  going   concern
qualification in the auditor's report.  See, Financial  Statements.  The Company
incurred net  operating  losses for the two years ending June 30, 2000 and 1999.
Operating expenses and other financial obligations have been met, primarily,  by
the sale of Company  stock.  There is no assurance that the Company will be able
to continue to sell stock to fund operations.  These factors create  substantial
doubt about the Company's ability to continue as a going concern.

     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.  Since 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  to  reflect  the  activities  of its subsidiary.  In its
fourth  year  of  operation,  the Company has streamlined various aspects of the
sales force and the Company's infrastructure.  These activities included scaling
down  the  salaried  sales  personnel.  The  focus  has  been  on  expanding and
improving  the  product  lines  and  developing lines of distribution to enhance
sales  volume,  spending  the  appropriate  and  necessary amount of capital for
product


                                        8
<PAGE>
certification  and  quality  control,  and  initiating new concepts that further
display  the  Company's  technology  and product lines in new markets as well as
strengthen  existing  markets.  The  two  areas  of  primary  focus has remained
shifted  from  the commercial and industrial market, to the retail/passenger car
market.  Management's  strategy  to gain retail acceptance and credibility began
by  designing  a  specially  formulated  moly racing-oil designed for INDY style
motors,  which  was  tested  last  year, saw a successful debut in the 1999 Indy
Racing  League  (IRL)  including  an  eight place finish at the Indianapolis 500
driven  by veteran driver Robby Unser, and a second place finish at the league's
Atlanta race.  The Company has since sponsored other teams and drivers to futher
demonstrate  the  effectiveness  of  its  technology--  Also product development
successfully  focused  on  applying  the  proprietary  technology to produce new
products such as high performance gear oil treatment and straight- track oil for
competition  drag racing engines.  The company also continued its development of
cutting  oils  for  threading, armament oil to private label, 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.

     Other  activities  include:  the redesigning and upgrading of the corporate
web  site,  product  brochures,  product  labels  and  packaging;  bottle  mold
development  for  the  Company's  new  products,  the  purchasing  of additional
operational  equipment, printing investor brochures along with related marketing
materials.  The  Company  also  invested  in  lab  equipment  for the purpose of
further  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 a highly creative
product  awareness  campaign  in  an  "long  form"  and  "short form" television
advertisement,  that  is  designed  to  support  the  retail distribution of the
Company's  products  and/or  organically  grow the sales and distribution of its
products  through  e-commerce  or  fulfillment  through  direct  response.

     The  Company  has  continued field testing and objective lab testing of its
fully  formulated  engine  oil,  while  several  major  multinational  customers
continue  evaluation  tests  of the PetroMoly products on their complex high-end
machinery and fleet vehicles.  These tests have been complex and time consuming,
and  the  results  have established the effectiveness of the PetroMoly products.
Commercial  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.

     The  Company  has  continued  to receive inquiries from motor vehicle fleet
operators  as  a  result  of the publicity associated with 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.  Although these tests
are  costly  as  well  as  time  consuming,  management believes they add to the
Company  and  further  its  ability  to  market  the  Company's technology.  The
Environmental  Protection  Agency  listed  PetroMoly  in  the  Federal  register
February  1999  for  achieving  improvements  in both fuel economy and emissions
reduction.


                                        9
<PAGE>

     Also  the  Company's web site, www.petromoly.com, has become a more popular
place  for  purchasing  the  Company's  automotive products over this past year.

     YEAR  ENDED  JUNE  30,  2000,  COMPARED  TO  YEAR  ENDED  JUNE  30,  1999

     Total net sales for the year ended June 30, 1999 were  $519,682 as compared
to $825,000 for the year ended June 30, 2000, a 58% increase. The reason for the
increase is Management's  decision to expand to retail markets versus an earlier
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 Company continued to benefit from publicity from its association
with  Continental  Airlines,  and this has led to  discussions  and testing with
other  industry  related  companies.  The Company  also  continued to received a
considerable  amount of attention  from the IRL racing  sponsorship,  and racing
results of race cars using PetroMoly products. Management believes that the next
fiscal year will prove that the racing  affiliation and marketing  strategy will
reward the Company with  increased  revenues,  PetroMoly  product  awareness and
fiscal commitments.

 Cost  of  sales  as  a percentage of net sales remained fairly constant, with a
slight increase from 63% for the year ended June 30, 1999, to 64.7% for the year
ended  June  30,  2000.  The  Company  is  continuing  to  interview  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 material drop in
costs  is  anticipated  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,  as  well  as


                                        10
<PAGE>
the  projected  increase  in  retail demand from the anticipated brand awareness
infomercial  campaign  could  qualify  the Company for a decrease in the cost of
production  runs  with  increased  purchasing  commitments.

     Selling,  general  and  administrative  expenses  were  also similar to the
previous  year  as  it  was  $3,334,021  for  the year ended June 30, 2000, from
$3,300,609  for  the  year ended June 30, 1999.  The amounts in expenses were in
large  part  comprised  of non-cash transactional payments in the form of shares
and  options  granted  as  compensation  to non-employees totaling approximately
$1,020,508  as  compared  to  $2,780,000  for  fiscal  1999.

     LIQUIDITY  AND  CAPITAL  RESOURCES.

     At June 30, 2000, the Company had positive working capital in the amount of
$399,921  compared  to  June  30,  1999,  working  capital  was in the amount of
$1,446,745  including  $936,340  in prepaid expense which included the Indy race
car  sponsorship.

     Operating  activities  for  the  year  ended  June  30,  2000  used cash of
$1,284,515  compared  to $950,395 for the year ended June 30, 1999.  This use of
cash was principally the result of the Company's expenses for operations and new
marketing  costs  associated  with  the  retail  and  awareness  campaign

     Net  cash provided from financing activities in 2000 was $860,742, of which
$700,742  came  from  advances  by stockholder, Mr.  Gertner.  Net cash provided
from  financing  activities  in  1999  was  $1,142,562.

     As  of  June  30, 2000, the Company had no material commitments for capital
expenditures.

     At  June  30,  2000,  the  Company  has recorded a full valuation allowance
against  all  deferred  tax assets because it could not determine whether it was
more  likely  or  not  that  the  deferred  tax  asset  would  be  utilized.

     For the years ended June 30, 2000 and 1999, the Company incurred net losses
totaling  $3,030,597 and $2,942,441 respectively.  In the event that the Company
is  unable  to  generate  sufficient  revenues  from operations, or is unable to


                                   11
<PAGE>
obtain additional financing, it may be unable to continue to develop and support
its  present  cost  levels  and  continue  as  a  going concern.  The Company is
presently  seeking  to  raise  additional  equity through the sale of its common
stock  for  financing  to  develop a professionally administered brand awareness
advertising  campaign  and  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
financing  at  terms  that  are  acceptable  to  the  Company.


OUTLOOK

     The year ended June 30, 2000 was a year of more development for the Company
as its strategic focus has expanded to the development of a retail approach that
encompasses  a  brand and product awareness campaign in strategic markets.  This
approach  is  expected  to  increase sales volume and promote relationships with
automotive  after-market chains while enhancing our presence with the leaders in
the  industrial  markets, which are end users, or already have established lines
of  distribution and marketing capital.  The brand awareness began with the INDY
race  car/Robby  Unser  sponsorship  and  it  has been very well received by the
various  automotive  retail chains that the Company wants to carry its PetroMoly
Products.  The  media  campaign,  which began in this second calendar quarter of
2001,  will  roll out in strategic regions where the markets have been proven to
respond  to  this product category using direct marketing, 30 minute (long form)
and  2  minute  (short  form)  advertisements.

     Lastly,  the  Company's  trademarked  name  "molytech",  that  embodies the
Company's  proprietary  technology  of  which  the US patent office had issued a
"letter  of  acceptability" is being marketed and promoted as the common element
used  in all of the Company's lubrication products.  Management is continuing to
actively  pursue  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.

     With the progressing sales relationships maturing and the new product lines
being  marketed,  the  Company expects operating margins and revenues to improve
during  fiscal  2001.


                                      12
<PAGE>
achieving  improvements in both fuel economy  and  emissions  reduction.



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

     None.


                                     13
<PAGE>
                                    PART III

Item  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;

Name                 Age              Positions  Held
----                 ---              ------------------------------------------
Gilbert  Gertner*     75              Chairman  of  the  Board,  Director
                                      and Chief Executive Officer of the Company

Lance  Rosmarin*      38              Director,  President,  Secretary and Chief
                                      Financial  and  Accounting  Officer

Norton  Cooper        68              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
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  on  the  Board  of Directors of several public and private
corporations  which  include:  (i)  DATA  Systems Software, Inc.  (Stock Symbol:
DSSI), which provides sophisticated software services and products to commercial
and  military  customers  (1990  -  1991),  (ii)  Citadel Computer Systems, Inc.
(Stock  Symbol:  CITN),  which  produces  a  line  of  network security computer
software  (1992  to  1999), (iii) GGR Oil, Inc., which manages a chain of Texaco
Express  Lube  centers  and  Pennzoil related lube centers, located in Texas and
Florida (which employ over 100 people (1993 to present), (iv) 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


                                   15
<PAGE>
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.  In  addition,  Mr.  Gertner  has  served  on  the Board of
Directors  of  several  privately  owned  companies.

     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.

     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.

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, 1999, 1998 and 1997 of the Chief
Executive  Officer  of  the  Company


                                   16
<PAGE>
<TABLE>
<CAPTION>
                                 SUMMARY  COMPENSATION  TABLE
             ANNUAL  COMPENSATION                           LONG  TERM  COMPENSATION
             --------------------                           ------------------------
                                                           AWARDS                PAYOUTS
                                                OTHER      ------                -------
NAME AND                                        ANNUAL   RESTRICTED SECURITIES
PRINCIPAL                                       COMPEN-    STOCK    UNDERLYING     LTIP     ALL
POSITION     YEAR      SALARY       BONUS       SATION     AWARDS  OPTIONS/SARS   PAYOUTS  Other
---------  --------  -----------  ----------  -----------  ------  -------------  -------  -----
<S>        <C>       <C>          <C>         <C>          <C>     <C>            <C>      <C>
              2000   $       -0-         -0-         -0-      -0-           -0-       -0-    -0-
Gilber     1999 (1)  $       -0-         -0-         -0-      -0-           -0-       -0-    -0-
Gertner       1998   $   110,000         -0-  $11,400 (2)     -0-     95,000 (3)      -0-    -0-
CEO

<FN>
--------------------
(1)     Mr.  Gertner  waived  his  compensation  and  automobile allowance for fiscal year 1999.
(2)     Automobile  allowance.
(3)     Options  vested  in  December  1997,  and  expire  in  December  2002.
(4)     Options  vested  in  August  1996,  and  expire  in  July  2001.
</TABLE>


 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


                                     17
<PAGE>
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 first and 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.  Mr.  Gertner  waived  his  compensation and automobile allowance for
fiscal  year  2000.

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.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.
     The  following  table  sets  forth,  as  of  September  10, 1999, 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.

                               Amount  and  Nature       Common Stock
Name and Address             of Beneficial Ownership   Percent of Class
---------------------------  ------------------------  -----------------
Gilbert Gertner                        11,253,000 (1)              50.1%
1300 Post Oak Boulevard,                      Direct
Houston, Texas 77056


                                       18
<PAGE>
Lance Rosmarin                            845,000 (2)               3.5%
1300 Post Oak Boulevard,                      Direct
Houston, Texas 77056

Norton Cooper                             813,000 (3)               3.4%
1300 Post Oak Boulevard,                      Direct
Houston, Texas 77056

All Directors and Officers
as a Group (3 Persons)                    12,211,000               56.9%
------------------------------

(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.

     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  is  a  general  partner  and owns 90%  of  the  partnership.  PetroMoly
Capital  Partners subsequently  distributed  its  shares  of  the Company to its
general  partners.

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,


                                       19
<PAGE>
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, 2000 and
June  30,  1999 were $934,378 and $233,635 respectively.  Mr. Gertner has agreed
to  defer  repayment  of  these advances until excess cash flow of  the  Company
allows  the  repayment.

Item  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits

27.1     ***   Financial  Data  Schedule
-----------------


(b)  Reports  on  Form  8-K.

     None


                                       20
<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  October  13,  2000.


                                       Worldwide  PetroMoly,  Inc.

                                       By:  /s/  Gilbert  Gertner
                                       ----------------------------------
                                       Gilbert  Gertner
                                       Director and 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:



October  13,  2000                     By:  /s/  Gilbert  Gertner
                                       ----------------------------------
                                       Gilbert  Gertner
                                       Director  and
                                       Chairman  of  the  Board



October  13,  2000                     By:  /s/  Lance  Rosmarin
                                       ----------------------------------
                                       Lance  Rosmarin
                                       Director,  President,
                                       Secretary  and
                                       Chief  Financial
                                       and  Accounting  Officer



October  13,  2000                     By:
                                       ----------------------------------
                                       Norton  Cooper
                                       Director


                                       21
<PAGE>
                            WORLDWIDE  PETROMOLY,  INC.

                   INDEX  TO  CONSOLIDATED  FINANCIAL  STATEMENTS


--------------------------------------------                        Page

Independent Auditors' Reports                                        F-2

Balance Sheets as of June 30, 2000 and 1999                          F-3

Statements of Operations
  For the Years Ended June 30, 2000 and 1999                         F-4

Statements of Changes in Stockholders' Equity
  For the Years Ended June 30, 2000 and 1999                         F-5

Statements of Cash Flows
  For the Years Ended June 30, 2000 and 1999                         F-6

Notes to Consolidated Financial Statements                           F-7


                                       F-1
<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,  2000 and 1999, and the related consolidated
statements  of  operations,  stockholders'  equity  and cash flows for the years
then  ended.  These financial statements are the responsibility of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits 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 audits provide a reasonable basis
for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
Worldwide  PetroMoly,  Inc.  at  June  30, 2000 and 1999, and the results of its
operations  and  its  cash  flows  for  the years 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.

October  6,  2000
Dallas,  Texas


                                        F-2
<PAGE>
<TABLE>
<CAPTION>
                                 WORLDWIDE PETROMOLY, INC.
                                CONSOLIDATED BALANCE SHEETS
                                   June 30, 2000 and 1999

                                           Assets

                                                                   2000           1999
                                                               -------------  -------------
<S>                                                            <C>            <C>
Current assets:
  Cash and cash equivalents                                    $    170,858   $    603,336
  Receivables:
    Trade (less allowance for doubtful accounts of                  411,905        270,794
       $61,804 and $27,927 in 2000 and 1999, respectively)
    Affiliate companies (Note 6)                                      5,684         20,383
  Inventories (Note 4)                                              198,976        115,690
  Prepaid expenses                                                   79,884        936,340
                                                               -------------  -------------
     Total current assets                                           867,307      1,946,543
                                                               -------------  -------------

Property, plant and equipment, net (Note 5)                          92,297        102,523
                                                               -------------  -------------

                                                               $    959,604   $  2,049,066
                                                               =============  =============

                       Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
  Accounts payable and accrued expenses                        $    556,058   $    496,173
  Notes payable                                                       3,625          3,625
                                                               -------------  -------------
    Total current liabilities                                       559,683        499,798

Advances from  stockholder (Note 7)                                 934,378        233,636
                                                               -------------  -------------

    Total liabilities                                             1,494,061        733,434
                                                               -------------  -------------

Commitments and contingencies (Note 8)                                    -              -

Stockholders' equity (deficit):
  Preferred stock, no par value, 10,000,000 shares                        -              -
    authorized, none issued
  Common stock, no par value, 800,000,000 shares authorized,
     22,698,482 and 20,780,915 shares issued and outstanding     12,635,379     11,454,871
  Accumulated deficit                                           (13,169,836)   (10,139,239)
                                                               -------------  -------------
    Total stockholders' equity (deficit)                           (534,457)     1,315,632
                                                               -------------  -------------
                                                               $    959,604   $  2,049,066
                                                               =============  =============
</TABLE>


          See accompanying notes to consolidated financial statements.
                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                            WORLDWIDE PETROMOLY, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       Years Ended June 30, 2000 and 1999

                                                  2000          1999
                                              ------------  ------------
<S>                                           <C>           <C>

Net sales                                     $   825,721   $   519,682

Cost of goods sold                                534,572       329,392
                                              ------------  ------------

Gross profit                                      291,149       190,290

Selling, general and administrative expenses    3,334,021     3,300,609
                                              ------------  ------------

Loss from operations                           (3,042,872)   (3,110,319)

Other income (expense):
   Interest income                                 12,739         4,518
   Interest expense                               (18,269)      (15,051)
   Gain on sale of marketable securities           13,574       212,607
   Miscellaneous income (expense), net              4,231       (34,196)
                                              ------------  ------------
                                                   12,275       167,878
                                              ------------  ------------

Net Loss                                      $(3,030,597)  $(2,942,441)
                                              ============  ============

Loss per common share:
     Basic                                    $     (0.14)  $     (0.16)
                                              ============  ============

     Diluted                                  $     (0.15)  $     (0.16)
                                              ============  ============

Weighted average common shares outstanding:
   Basic                                       21,566,802    18,373,469
                                              ============  ============
   Fully diluted                               20,396,039    17,962,417
                                              ============  ============
</TABLE>


          See accompanying notes to consolidated financial statements.
                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                        WORLDWIDE PETROMOLY, INC.
                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                   Years Ended June 30, 2000 and 1999


                                                          Common Stock
                                                          ------------       Accumulated
                                                      Shares      Amount        Deficit        Total
                                                    ----------  -----------  -------------  ------------
<S>                                                 <C>         <C>          <C>            <C>

Balance, June 30, 1998                              17,247,500    7,493,228    (7,196,798)      296,430

Sale of common stock for cash                          135,000       84,664             -        84,664

Proceeds from options exercised                      1,863,750    1,096,900             -     1,096,900

Issuance of common stock to non-
  employees in exchange for services rendered
  (includes $925,000 reflected as prepaid expense
  at June 30, 1999)                                  1,534,665    1,999,679             -     1,999,679

Stock options granted-
  in exchange for services rendered                          -      780,400             -       780,400

Net loss                                                     -            -    (2,942,441)   (2,942,441)
                                                    ----------  -----------  -------------  ------------
Balance, June 30, 1999                              20,780,915   11,454,871   (10,139,239)    1,315,632

Sale of common stock for cash                          335,000      160,000             -       160,000

Issuance of common stock to non-
  employees in exchange for services rendered
  (includes $64,250 reflected as prepaid expense
  at June 30, 2000)                                  1,582,567      986,027             -       986,027

Stock options granted-
  in exchange for services rendered                          -       34,481             -        34,481

Net loss                                                     -            -    (3,030,597)   (3,030,597)
Balance, June 30, 2000                              22,698,482  $12,635,379  $(13,169,836)  $  (534,457)
                                                    ==========  ===========  =============  ============
</TABLE>


          See accompanying notes to consolidated financial statements.
                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                                 WORLDWIDE PETROMOLY, INC.
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                            Years Ended June 30, 2000 and 1999


                                                                    2000          1999
                                                                ------------  ------------
<S>                                                             <C>           <C>

Cash flows from operating activities:
  Net loss                                                      $(3,030,597)  $(2,942,441)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation                                                     33,630        29,832
    Common stock issued to non-employees for services rendered      986,027     1,999,679
    Stock options granted to non-employees for services              34,481       780,400
    Changes in operating assets and liabilities:
      Accounts receivable                                          (141,111)     (144,650)
      Inventories                                                   (83,286)      (70,296)
      Prepaid expenses and other assets                             856,456      (925,500)
      Accounts payable and accrued expenses                          59,885       322,581
                                                                ------------  ------------
        Net cash used in operating activities                    (1,284,515)     (950,395)
                                                                ------------  ------------

Cash flows from investing activities:
  Restricted investments in certificates of deposit                       -       276,579
  Capital expenditures                                              (23,404)      (10,936)
  Repayments on loans to related parties                             14,699       111,151
                                                                ------------  ------------
        Net cash provided by investing activities                    (8,705)      376,794
                                                                ------------  ------------

Cash flows from financing activities:
  Proceeds from private offering, net of offering costs             160,000        84,664
  Proceeds from options exercised                                         -     1,096,900
  Repayments of notes payable                                             -      (156,375)
  Advances from and repayments to stockholders                      700,742       117,373
                                                                ------------  ------------
        Net cash provided by (used in) financing activities         860,742     1,142,562
                                                                ------------  ------------

Net decrease in cash and cash equivalents                          (432,478)      568,961

Cash and cash equivalents at beginning of year                      603,336        34,375
                                                                ------------  ------------

Cash and cash equivalents at end of year                        $   170,858   $   603,336
                                                                ============  ============

Supplemental disclosure:

                                                                $    18,269   $    15,051
                                                                ============  ============

Non-cash  transactions:
     During 2000 and 1999, the Company issued common stock for services rendered and
     stock  options  were  granted  for  services  rendered  (Note  9).
</TABLE>


          See accompanying notes to consolidated financial statements.
                                       F-6
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2000 AND 1999


1.   FINANCIAL CONDITION AND GOING CONCERN

     For each of the years  ended June 30, 2000 and 1999,  the Company  incurred
     net losses totaling  $3,030,597 and $2,942,441,  respectively,  and at June
     30, 2000 had a stockholders' deficit of $534,457.  These losses contributed
     to net cash used in operating  activities  of  $1,284,515  and $950,395 for
     each of the years ended June 30, 2000 and 1999,  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 continue this 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 on terms acceptable to the Company. If adequate working
     capital is not  available  the  Company  may be  required  to  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.


                                      F-7
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Business

     Worldwide  Petromoly,   Inc.(the  "Company"),   a  publicly-held   Delaware
     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 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.

     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.


                                      F-8
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Research and Development

     Research and  development  expenses are charged to  operations as incurred.
     During the year  ended June 30,  2000 and 1999,  research  and  development
     costs were $109,095 and $39,000, respectively.

     Advertising

     Advertising  costs  are  expensed  as  incurred.   The  amount  charged  to
     advertising  expenses was $117,744 and $35,865 for the years ended June 30,
     2000 and 1999, 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.

     Loss Per Common Share

     In March 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.


                                      F-9
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     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,  2000,  the  Company  had
     uncollateralized  receivables with three customers  approximating $391,000,
     which represents 82% of the Company's trade account balance,  including the
     related party. As of June 30, 1999, the

2.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Concentrations of Credit Risk (Continued)

     Company had uncollateralized receivables with three customers approximating
     $274,634,  which  represents  86% of the Company's  trade account  balance,
     including the related party.  During fiscal 2000,  sales to three customers
     amounted  to  approximately  33%,  30% and 13% of the  Company's  revenues.
     During fiscal 1999, sales to two customers  amounted to  approximately  33%
     and 17% of the Company's revenues.

     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.


                                      F-10
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


     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.

     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, 2000,  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.



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


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

3.   REVERSE MERGER (CONTINUED)

     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.

4.   INVENTORIES

     The major  components  of  inventories  as of June 30, 2000 and 1999 are as
     follows:

<TABLE>
<CAPTION>
                                           2000                1999
                                         --------            --------
<S>                                      <C>                 <C>
     Finished goods                      $170,711            $ 93,479

     Raw materials and packaging           28,265              22,211
                                         --------            --------
                                         $198,976            $115,690
                                         ========            ========
</TABLE>


                                      F-12
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.   PROPERTY AND EQUIPMENT

     Property and  equipment  consists of the  following as of June 30, 2000 and
     1999:

                                           2000       1999
                                        ----------  ---------
      Office furnishings and equipment  $ 164,995   $141,591
      Machinery and equipment              17,616     17,616
      Vehicles                             12,062     12,062
                                        ----------  ---------
                                          194,673    171,269
         Less accumulated depreciation   (102,376)   (68,746)
                                        $  92,297   $102,523
                                        ==========  =========

6.   RELATED PARTY TRANSACTIONS

     Accounts Receivable - Related Party

     The  Company  has sold  products  to an entity  that is  controlled  by the
     Company's majority stockholder. Sales and the amount due from the entity at
     June 30, 2000 were zero and $6,000, respectively.  Sales and the amount due
     from the entity at June 30, 1999 were  approximately  $29,000 and  $20,000,
     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  funds to the
     Company. During the years ended June 30, 2000 and 1999, the stockholder has
     advanced additional funds to the Company. The advances are interest-free.

7.   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.


                                      F-13
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.   INCOME TAXES (CONTINUED)


     Deferred  tax assets are  comprised  of the  following at June 30, 2000 and
     1999:

                                           2000          1999
                                       ------------  ------------

     Net operating loss carryforwards  $ 3,613,000   $ 2,593,000
     Amortization expense                   25,500        25,500
     Bad debt expense                        7,000         7,000
                                       ------------  ------------
        Gross deferred tax asset         3,645,500     2,625,500
        Valuation allowance             (3,645,500)   (2,625,500)
                                       ------------  ------------
            Net deferred tax asset     $         -   $         -
                                       ============  ============

     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, 2000, the Company had net operating loss carryforwards totaling
     approximately  $ available to reduce future taxable income through the year
     2013. The net operating loss carryforwards expire as follows:

               Year ended December 31,                Amount
                                                    ----------
               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
               Year ended June 30, 2014              2,180,000
               Year ended June 30, 2015              3,000,000
                                                    ----------
                                                   $10,580,000
                                                    ==========


                                      F-14
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.   COMMITMENTS

     The Company leases its office space and a vehicle under long-term operating
     lease  agreements.  At June 30, 2000,  future  minimum lease payments under
     these operating leases were as follows:

           2001                                                5,560
           2002                                                7,780

     Rent  expense  for the years  ended June 30,  2000 and 1999 was $72,000 and
     $66,000, respectively.

     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. During fiscal years
     2000 and 1999, two officers  elected to forego their salaries,  aggregating
     $300,000 each year.

9.   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.

     The Company has elected to continue to account for stock options  issued to
     employees in accordance with APB No. 25.

     The  Company  has adopted  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 2000 and 1999 as
     follows:

          1.   Dividend yield of 0%

          2.   Expected  volatility of 199% and 150% for options  granted in the
               years ended June 30, 2000 and 1999, respectively.


                                      F-15
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.   STOCK OPTIONS (CONTINUED)

          3.   Risk-free  interest  rates of 5.5%  and  4.5% for 2000 and  1999,
               respectively.

          4.   Expected term of 1 year.

     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, 1999 would have been increased to the proforma  amounts  indicated
     below (there was no expense  under SFAS No. 123 for the year ended June 30,
     2000):

     Net loss applicable to common stockholders:

                                                          1999
                                                      ------------
     As reported                                      $(2,942,441)
                                                      ============
     Proforma                                         $(2,975,816)
                                                      ============

     Loss per share:
        As reported                                   $     (0.16)
                                                      ============
        Proforma                                      $     (0.16)
                                                      ============

     For the years ended June 30,  2000 and 1999,  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 granted110,000 options to
     purchase  an equal  number of shares of  common  stock at  exercise  prices
     ranging  from $.31 to $.50 per share to  consultants  during the year ended
     June 30, 2000. The Company granted  2,395,750  options to purchase an equal
     number of shares of common  stock at exercise  prices  ranging from $.31 to
     $1.50 per share to  consultants  during the year ended June 30,  1999.  The
     options  vest  immediately  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  $34,481  and
     $7480,400 in the accompanying consolidated statements of loss for the years
     ended June 30, 2000 and 1999, respectively,  based on the fair value of the
     options on the grant date using the Black-Scholes option pricing model.



                                      F-16
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.   STOCK OPTIONS (CONTINUED)

     A summary of the status of the Company's  stock options as of June 30, 2000
     and 1999, and changes during the years then ended is presented below.

<TABLE>
<CAPTION>
                                                       2000                  1999
                                              ----------------------  -------------------
                                                            Weighted              Weighted
                                                             Average              Average
                                                            Exercise              Exercise
                                                Shares       Price      Shares     Price
                                              -----------  ---------  -----------  ------
<S>                                           <C>          <C>        <C>          <C>
      Outstanding at beginning                 3,982,000   $    0.59   3,462,000   $ 1.23
      Granted                                    110,000        0.48   2,493,750     0.57
      Exercised                                        -           -  (1,863,750)    0.59
      Forfeited                                 (525,000)       0.98    (110,000)    1.00
                                              -----------  ---------  -----------  ------
      Outstanding at end of year               3,567,000   $    0.53   3,982,000   $ 0.59
                                              ===========  =========  ===========  ======
      Options exercisable at end of year       3,567,000   $    0.53   3,882,000   $ 0.59
                                              ===========  =========  ===========  ======
      Weighted average fair value of options
         granted during the year                           $    0.33               $ 0.57
                                                           =========               ======
</TABLE>


     The weighted  average  remaining  contractual life of the above options was
     1.8 and 2.8 years at June 30, 2000 and 1999, respectively.


                                      F-17
<PAGE>