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,  1999.
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, 1999 were $520,000.  The aggregate
market  value  of  Common  Stock  held by non-affiliates of the registrant as of
October  4,  1999,  based  upon the last reported sales prices on the OTCBB, was
$7,469,936.  As  of  September 10, 1999, there were  20,690,915 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

HISTORICAL

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

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

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

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 race car drive Robby Unser who drives the
PetroMoly  race  car,  which  uses  the  racing  formulation  of  PetroMoly with
Molytech.

                                        1
<PAGE>
MARKETING--GENERAL

     Prior  to  the  completion  of  the  Company's private offering during July
1996,  the  Company  had  focused  its efforts  on  product  development,  field
testing  and  the  development of a small customer  base  to acquire testimonial
support  for  the  product  technology.   The  Company's  immediate  focus is on
planning  for  a  regional retail campaign, while adding  new racing, industrial
and  commercial  customers  to  its  customer  base.

     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  Flour  Daniels,  Americana  Energy,  Mooney  Oil, the City of Coral Springs,
Bennett  Auto  Supply  and  The  Oil  Connection  Lube  Centers.

     Based on various tests which have been conducted, the Company believes that
its  product  line  offers  several  competitive advantages over other products.
These  benefits include an increase in the time between oil changes, an increase
in  fuel  economy,  longer  engine  life,  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  seeking  premium
shelf  space in automobile parts retail  chains  and  lube  center  chains.  The
Company  desires  to sell 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.

     In February 1999, the Company entered into an agreement with the principals
of  Internet  Billing  Solutions, Inc. ("IBS"), a company highly experienced and
successful  in  the  field  of  e-commerce.   The principals of IBS will provide
consulting  service for all of the Company's Internet activities, which includes
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 strait 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  Cars,  Light  Duty  Trucks, Vans and Utility Vehicles - SAE HP
10W-30,  HP  5W-30,  HP  20W-50,  and  LDF  SAE  15W-40.

4.     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.

5.     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.

6.     Natural  Gas  Compressor  Applications - NGC SAE 30 or SAE 40, Premium AA
and  LA.  The  Company  has received favorable on 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 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

                                        3
<PAGE>
passenger car motor oils for 12 years.   It introduced its first synthetic motor
oil,  Performax  5W-50,  in  late 1992.   Pennzoil has a nationwide distribution
system  and  they  continue  to  expand to the international market.  The Quaker
State  Corporation  is  another  major competitor in the passenger car motor oil
industry  with  distribution  and  products  very  similar  to  Pennzoil.  The
industrial  market  has  substantially  less  competition  due  to  the  unique
operational  requirements  of  many  industrial  applications.   In  these
applications  the  customers  are  less  sensitive  to the purchase price of the
product  and  base  their purchasing decisions on extensive real-life testing to
determine  operational  advantages  and  cost savings from prospective products.
This  process  is more time consuming than traditional consumer sales due to its
one-on-one  sales  requirements.   The  Company  intends  to compete both in the
industrial  and  consumer  motor  oil  markets  by  offering a product which the
Company  believes  provides  significant benefits over competing products.   The
major focus in the past has been in the commercial and industrial areas, and now
the  Company  is  ready  for  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
producing  railroad  products, such as 15W-40 and 10W-30.  LSC in California and
South  Coast  Terminals in Texas are also under contract for production and will
expand  as  the  market  grows.   With  these  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  $39,000  in 1999 and $59,000 in 1998 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, 1999, approximately 50% of the Company's
revenues  were  received  from  2 customers , as compared to June 30, 1998 where
17%  of  the  Company's  revenues  were  received  from  one  customer.

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,
1999.  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

     The  annual  meeting  of  stockholders  of the Company was held in Houston,
Texas  on  May  19,  1999  for  the purpose of voting on the proposals described
below.  Proxies  for the meeting were solicited pursuant to Regulation 14A under
the  Securities  Act  of  1934  and there were no solicitations in opposition to
management's  solicitation.

The  holders  of  common  stock  approved  the  election  of the following three
directors,  each  to  serve  for  a  term  of  one  year:

                        Votes  For        Votes  Against         Abstaining

Norton  Cooper          11,852,198                    -0-             4,400
Gilbert Gertner         11,852,998                    -0-             3,600
Lance  Rosmarin         11,852,998                    -0-             3,600


     The  holders  of common stock ratified the appointment of Jackson & Rhodes,
P.C.  as  the  Company's independent auditor for the fiscal year ending June 30,
1999  by  the  following  vote:

Votes  For             11,843,598
Votes  Against              8,100
Abstaining                  4,900

                                        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.

<TABLE>
<CAPTION>
                High Bid   Low Bid
1998
<S>             <C>        <C>
First Quarter   $    2.00  $   1.00
Second Quarter  $    1.00  $   1.00
Third Quarter   $  1-1/16  $  13/16
Fourth Quarter  $   1-1/4  $  11/16

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
</TABLE>

     On October 4, 1999, the closing bid for the Common Stock as reported by the
OTCBB was $.75.  On October 4, 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,  1999,  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  February,  1999,  the Company sold 500,000 shares of common stock to an
investor  for  cash  consideration  of  $.50  cents per share.  In addition, the
Company  granted the investor options to purchase common stock of the Company as
follows:  (i)  a three year option to purchase 750,000 shares of common stock at
an  exercise  price of $1.00 per share, which vests and is exercisable beginning
February,  2000,  (ii)  a three year option to purchase 375,000 shares of common
stock  at  an  exercise price of $1.50, which vests and is exercisable beginning
February,  2000,  and  (iii)  a  three year option to purchase 375,000 shares of
common  stock  at  an  exercise  price  of $2.00, which vests and is exercisable
beginning  February,  2000.

     In  January,  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.

     In  February,  1999,  the  Company issued 100,000 shares of common stock to
another  consultant  as  a  retainer  for  consulting  services to be performed.

     In  February,  1999, the Company granted to another consultant an option to
purchase  up  to  30,000 shares of common stock at an exercise price of $.50 per
share  as  consideration  for  consulting  services  rendered.

     In  February,  1999, the Company issued a total of 215,000 shares of common
stock  to  non-management  employees  as  incentive  compensation.

     In  March,  1999,  the  Company  issued 800,000 shares of common stock to a
sales  and  marketing  promotion  company,  as  consideration  for the Company's
sponsorship  of  the  PetroMoly  racing car.  Further, 200,000 additional shares
were  issued  and held in reserve, and may be delivered in part or in whole only
if  the  800,000  shares  already  delivered  do  not  have  a value of at least
$1,600,000,  (which  equals  $2.00  per  share), on or about March 2, 2000.  The
shares  held  in reserve are the maximum amount of additional shares that may be
delivered.

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 independant 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, 1999 and 1998.  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 third
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 have 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, and a
second  place  finish  at  the league's Atlanta race.  The Company sponsored the
racecar  driven by veteran driver Robby Unser, in which the Company's lubricants
were  being  successfully used to display its advanced 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; 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  that  will  support the retail distribution of the
Company's  products.

     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 eastablished the effectiveness of the
Petromoly  products.  Management continues to anticipate an increase revenue and
the  size  of  the customer base related to contracts and agreements. During the
past  year,  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 received 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  will  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

                                        9
<PAGE>
achieving  improvements  in  both  fuel  economy  and  emissions reduction.  The
listing  included  the  analysis  performed  in  September 1998 when the Company
submitted  its product to an EPA lab in Maryland at the request of the US Postal
Service.  The  test  was  successful,  showing  a 10 percent improvement in fuel
economy, 14 percent reduction in emissions and 37 percent reduction in used oil.
Business  Week  publication included the Company in it March 22 1999 issue in it
"developments  to  watch"  section  writing that the results of the EPA test was
"remarkable".

     Other sales and marketing activities included: (i) a service agreement with
The  City of Coral Springs to service the entire municipal fleet, (ii) a service
agreement  with  American  Equipment Services (AMECO), a subsidiary of the Fluor
Corporation,  to  service  its 600 machines at its South Texas location, (iii) a
service  agreement with Pride Pipeline, Inc., a crude oil transportation company
in  Houston,  to  service  its  120  international  trucks  was continued (Pride
Pipleline  experienced  a 7% improvement in fuel economy on their fleet), (iv) a
Distributor Agreement with Mooney Oil based in Lansing, Michigan, (v) a purchase
agreement  with  American  Energy to service their Co-Generation facility in Los
Angeles,  CA.,  and  (vi)  a  distributorship Agreement with Environmental Fleet
Services  of California that will service the entire west coast for the Company.

     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,  1999,  COMPARED  TO  YEAR  ENDED  JUNE  30,  1998

     Total  net sales for the year ended June 30, 1999 were $519,682 as compared
to  $301,150  for  the year ended June 30, 1999, a 72% increase.  The reason for
the  increase  is  Management's decision to expand to retail markets in the last
two  quarters of fiscal 1998 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  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 this
year's  sales  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 decreased from 71% for the year
ended  June 30, 1998, to 63% for the year ended June 30, 1999.   During the last
fiscal quarter of 1998 the Company negotiated lower costs of production with its
suppliers as well as more favorable freight rates for distribution.  The Company
is  currently  interviewing  several  strategically  located blending facilities
throughout  North  America,  South  America  and  Europe.  Once  these  blending
agreements are in place, proximity will dictate lower freight cost thus reducing
the  cost of goods.  A more material drop in costs should be realized due to the
economies of scale with increased volume production runs.  The demand associated
with  the  caliber  of customers that the Company has been targeting, as well as

                                       10
<PAGE>
the  projected  increase  in  retail demand from the anticipated brand awareness
campaign could qualify the Company for a decrease in the cost of production runs
with  only  a  few,  or  in  some  cases  one,  consummated  commitment.

     Selling, general and administrative expenses increase to $3,300,609 for the
year ended June 30, 1999, from $2,372,476 for the year ended June 30, 1998.  The
large  increase  in  expenses  was  mainly  due  to  1999 non-cash transactional
payments  in  the  form  of  shares  and  options  granted  as  compensation  to
non-employees  totaling  approximately  $2,780,000  as  compared to $578,000 for
fiscal  1998.

     Interest  income  in  1998  was $104,822, and in 1999 was $4,518 due to the
interest received from the investments in certificates of deposit and commercial
paper  with  the Company's cash reserves.   Miscellaneous expense increased from
$2,676  in  the  year ended June 30, 1998, to $34,196 in the year ended June 30,
1999,

     Interest  expense  remind fairly constant from $15,709 in the year June 30,
1998,  to  $15,051  in  the  year  ended  June  30,  1999.

     LIQUIDITY  AND  CAPITAL  RESOURCES.

     At June 30, 1999, the Company had positive working capital in the amount of
$1,446,745  including  $936,340  in prepaid expense which included the Indy race
car  sponsorship amortization as compared to working capital of $291,274 at June
30,  1998.  The  increase  in working capital was primarily due to financing and
investment activities that management had caused for the benefit of the Company.

     Operating activities for the year ended June 30, 1999 used cash of $950,395
compared  to  $1,531,725 for the year ended June 30, 1998.  This use of cash was
principally  the  result  of  the  Company's net loss each year, less the common
stock  and  options issued for services rendered and modified for the changes in
operating  assets  and  liabilities,  principally  prepaid expenses and accounts
payable  (see  Statement  of  Consolidated  Cash  Flows  page  F-7).

     Net cash provided from financing activities in 1999 was $1,142,562 of which
$1,096,900  were  proceeds from options exercised.  Net cash used from financing
activities  in  1998  was $160,000.  These activities involved repayments to the
Company  on  notes  receivable  from  related  parties.

     As  of  June  30, 1999, the Company had no material commitments for capital
expenditures.

     At  June  30,  1999,  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, 1999 and 1998, the Company incurred net losses
totaling  $2,942,441 and $2,193,554 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  developed 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.

THE  YEAR  2000  ISSUE

     The  Year  2000  issue is the result of computer programs and hardware with
embedded  date  technology  (embedded  chips)  using  two  digits  to define the
applicable year rather than four digits.  Any programs or hardware that are time
sensitive and have not been determined to be Year 2000 compliant may recognize a
date  using "00" as the year 1900 rather than the year 2000.  Such improper date
recognition  could,  in  turn,  result  in  erroneous processing of data, or, in
extreme  situations,  system  failure.

     The Company is currently implementing a Year 2000 program which encompasses
performing an inventory of information technology and non-information technology
systems,  assessing  the  potential  problem areas, testing the systems for Year
2000  readiness,  and  modifying  systems  that  are  not  Year  2000 compliant.

     To date, inventory and assessment are in progress for all core systems that
are  essential  for  business  operations.  The Company believes all of its core
systems  are  Year  2000 compliant.  The Company's management estimates that the
work  they  have completed represents more than seventy-five percent of the work
involved  preparing  the  Company's  systems  for  the  Year  2000.

     Although  the  Company  expects to be ready to continue business activities
without  interruption  by a Year 2000 problem, Company management recognizes the
general  uncertainty  inherent  in  the  Year 2000 issue, in part because of the
uncertainty about the Year 2000 readiness of third parties.  Under a "worst case
Year  2000  scenario",  it  may  be  necessary  for  the  Company to temporarily
interrupt  normal business activities or operations.  The Company has begun, but
not  yet  completed,  development  of  a  contingency plan to deal with the most
likely  worst  case  Year  2000  scenario".

     Based  on  a  current assessment, the Company's total cost of becoming Year
2000  compliant  is  not  expected  to be significant to its financial position,
results  of  operations  or cash flows and is estimated to be less than $10,000.

     There  can  be  no assurances that the Company will not experience serious,
unanticipated  negative  consequences and/or material costs caused by undetected
errors  or  defects  in  the  technology  used in its internal systems or in the
technology  used  by  its  venders  or  customers.  The occurrence of any of the
foregoing  could  have  a  material  adverse  effect  on the Company's business,
operating  results  or  financial  condition.  The  Company has taken additional

                                       12
<PAGE>
steps  in  sending  out  questionnaires  to  its  vendors  and  major  customers
concerning  their  respective  Year  2000  compliance  status.  So far all major
accounts,  both  vendors and customers have reported that they do not anticipate
any  material  adverse effect on the Company's on-going servicing relationships.

OUTLOOK

     The year ended June 30, 1999 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 volumes 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  is  anticipated  to begin in the fourth
calendar  quarter,  will  roll  out  in  strategic  regions  where the Company's
products  are  sold.

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

     With the progressing sales relationships maturing and the new product lines
being  marketed,  the  Company expects operating margins and revenues to improve
during  fiscal  2000.

NEW  ACCOUNTING  PRONOUNCEMENTS

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

In June 1997, the Financial Accounting Standards Board issued two new disclosure
standards.  Results  of  operations  and  financial  position  are unaffected by
implementation  of  these  new  standards.    Statement  of Financial Accounting
Standards  (SFAS)  130,  "Reporting Comprehensive Income", establishes standards
for  reporting  and  display  of  comprehensive  income,  its  components  and
accumulated balances.  Comprehensive income is defined to include all changes in
equity  except  those  resulting from investments by owners and distributions to
owners.  Among  other  disclosures,  SFAS  130  requires that all items that are
required  to  be  recognized under current accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the  same  prominence  as  other  financial  statements.

                                       13
<PAGE>
SFAS  131,  "Disclosure  about  Segments  of a Business Enterprise", establishes
standards for the way that public enterprises report information about operating
segments  in  annual  financial  statements  and  requires reporting of selected
information  about  operating segments in interim financial statements issued to
the  public.  It  also  establishes standards for disclosures regarding products
and  services, geographic areas and major customers.  SFAS 131 defines operating
segments  as  components  of  an  enterprise  about  which  separate  financial
information  is  available  that  is  evaluated regularly by the chief operating
decision  maker  in  deciding  how  to  allocate  resources  and  in  assessing
performance.  The  Company  only  operates  in  one  segment  of  business,  the
marketing  and distribution of engine lubrication products.  Major customers are
disclosed  in  Note  1.

SFAS  132,  Statement  of Financial Accounting Standards (SFAS) 132, "Employers'
Disclosure  about Pensions and Other Postretirement Benefits," revises standards
for  disclosures  regarding pensions and other postretirement benefits.  It also
requires  additional  information on changes in the benefit obligations and fair
values  of  plan assets that will facilitate financial analysis.  This statement
does  not  change  the  measurement  or  recognition  of  the  pension and other
postretirement plans.  The financial statements are unaffected by implementation
of  this  new  standard.

SFAS  133,  Statement  of Financial Accounting Standards (SFAS) 133, "Accounting
for  Derivative  Instruments and Hedging Activities," establishes accounting and
reporting  standards  for  derivative  instruments, including certain derivative
instruments  embedded  in  other  contracts,  (collectively  referred  to  as
derivatives)  and  for hedging activities.  It requires that an entity recognize
all  derivatives  as  either assets or liabilities in the statement of financial
position and measure those instruments at fair value.  If certain conditions are
met,  a derivative may be specifically designated as (a) a hedge of the exposure
to  changes  in  the  fair  value  of  a  recognized  asset  or  liability or an
unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows
of  a forecasted transaction, or (c) a hedge of the foreign currency exposure of
a  net  investment  in  a foreign operation, an unrecognized firm commitment, an
available-for  sale  security,  or  a  foreign-currency-denominated  forecasted
transaction.  Because  the  Company  has  no  derivatives,  this  accounting
pronouncement  has  no  effect  on  the  Company's  financial  statements.

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.

                                       14
<PAGE>
                                    PART III

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

Name                 Age              Positions  Held
----                 ---              ------------------------------------------
Gilbert  Gertner*     74              Chairman  of  the  Board,  Director
                                      and Chief Executive Officer of the Company

Lance  Rosmarin*      37              Director,  President,  Secretary and Chief
                                      Financial  and  Accounting  Officer

Norton  Cooper        67              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.  No executive officer of the Company, other
than  Gilbert  Gertner,  received compensation that exceeded $100,000 during the
fiscal  year  ended  June  30,  1999.

                                       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>
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              1997   $110,000  $6,000  $ 9,900 (2)         -0-    540,000 (4)      -0-    -0-
<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>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

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

(There  were no option or stock appreciation rights granted in fiscal year 2000)


<TABLE>
<CAPTION>
             AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                            FY-END OPTION/SAR VALUES

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

(There  were no exercises of options or stock appreciation rights in fiscal year
1999)

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  1999.

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.

<TABLE>
<CAPTION>
                             Amount  and  Nature       Common Stock
Name and Address             of Beneficial Ownership   Percent of Class
---------------------------  ------------------------  -----------------
<S>                          <C>                       <C>
Gilbert Gertner                        11,053,000 (1)              53.4%
1300 Post Oak Boulevard,                      Direct
Houston, Texas 77056

                                       18
<PAGE>
Lance Rosmarin                            145,000 (2)               0.7%
1300 Post Oak Boulevard,                      Direct
Houston, Texas 77056

Norton Cooper                             813,000 (3)               3.7%
1300 Post Oak Boulevard,                      Direct
Houston, Texas 77056

All Directors and Officers
as a Group (3 Persons)                    12,011,000               56.1%
<FN>
------------------------------

(1)     Includes 635,000 shares underlying currently exercisable options held by
        Mr.  Gertner.
(2)     Includes 145,000 shares underlying currently exercisable options held by
        Mr.  Rosmarin.
(3)     Includes 500,000 shares underlying currently exercisable options held by
        Mr.  Cooper.
</TABLE>

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

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

     On  July  22,  1996,  the  Company completed the acquisition of 100% of the
outstanding  common  stock  of  Worldwide  PetroMoly Corporation in exchange for
14,507,500  shares  of  the  Company's  Common Stock (approximately 90.6% of the
shares  now  outstanding).  The  stock  issuances  were  made  pursuant  to  the
Agreement ("Agreement") between the Company and Worldwide PetroMoly Corporation.
The  terms  of  the  Agreement  were  the  result  of  negotiations  between the
management  of  the  Company  and Worldwide PetroMoly Corporation.  However, the
Board  of  Directors  did not obtain any independent "fairness" opinion or other
evaluation  regarding  the  terms of the Agreement, due to the cost of obtaining
such  opinions  or  evaluations.  A  total of 12,500,000 of the shares issued in
connection  with  the acquisition of Worldwide PetroMoly Corporation were issued
to  PetroMoly  Capital  Partners, which is a Texas general partnership.  Gilbert
Gertner  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, 1999 and
June  30,  1998 were $233,635 and $116,263 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
16.1     *     Letter  on  change  in  certifying  accountant
21.1     **    Subsidiaries
27.1     ***   Financial  Data  Schedule
-----------------

*     Incorporated by reference to the Company's report on Form 8-K dated August
      14,  1998  and  filed  with  the  Commission  on  August  20,  1998.
**    Incorporated  by  reference to the Company's Annual Report on Form 10-KSB
      for  the  fiscal  year  ended  June  30,  1998.
***   Filed  herewith

(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  11,  1999.


                                       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  11,  1999                     By:  /s/  Gilbert  Gertner
                                       ----------------------------------
                                       Gilbert  Gertner
                                       Director  and
                                       Chairman  of  the  Board



October  11,  1999                     By:  /s/  Lance  Rosmarin
                                       ----------------------------------
                                       Lance  Rosmarin
                                       Director,  President,
                                       Secretary  and
                                       Chief  Financial
                                       and  Accounting  Officer



October  11,  1999                     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,  1999  and  1998                 F-3

Statements  of  Operations
  For  the  Years  Ended  June  30,  1999  and  1998                F-4

Statements  of  Changes  in  Stockholders'  Equity
  For  the  Years  Ended  June  30,  1999  and  1998                F-5

Statements  of  Cash  Flows
  For  the  Years  Ended  June  30,  1999  and  1998                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,  1999 and 1998, 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, 1999 and 1998, 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.


                                   /S/  Jackson  &  Rhodes  P.C.

September  17,  1999
Dallas,  Texas

                                    F-2
<PAGE>
<TABLE>
<CAPTION>
                                 WORLDWIDE PETROMOLY, INC.
                                CONSOLIDATED BALANCE SHEETS
                                   June 30, 1999 and 1998


                                Assets

                                                                    1999           1998
                                                                -------------  ------------
<S>                                                             <C>            <C>
Current assets:
  Cash and cash equivalents                                     $    603,336   $    34,375
  Restricted investments in certificates of deposit (Note 6)               -       276,579
  Receivables:
    Trade                                                            270,794       107,720
    Affiliate companies (Note 7)                                      20,383        38,807
  Notes receivable - related parties, current portion (Note 7)             -       111,151
  Inventories (Note 4)                                               115,690        45,394
  Prepaid expenses                                                   936,340        10,840
                                                                -------------  ------------
     Total current assets                                          1,946,543       624,866
                                                                -------------  ------------

Property, plant and equipment, net (Note 5)                          102,523       121,419
                                                                -------------  ------------

                                                                $  2,049,066   $   746,285
                                                                =============  ============

Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable and accrued expenses                         $    496,173   $   173,592
  Notes payable (Note 6)                                               3,625       160,000
                                                                -------------  ------------
    Total current liabilities                                        499,798       333,592

Advances from  stockholder (Note 7)                                  233,636       116,263
                                                                -------------  ------------

    Total liabilities                                                733,434       449,855
                                                                -------------  ------------

Commitments and contingencies (Note 9,10 and 12)                           -             -

Stockholders' equity:
  Preferred stock, no par value, 10,000,000 shares                         -             -
    authorized, none issued
  Common stock, no par value, 800,000,000 shares authorized,
    17,247,500 and 16,747,500 shares issued and outstanding       11,454,871     7,493,228
  Accumulated deficit                                            (10,139,239)   (7,196,798)
                                                                -------------  ------------
    Total stockholders' equity                                     1,315,632       296,430
                                                                -------------  ------------
                                                                $  2,049,066   $   746,285
                                                                =============  ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                    F-3
<PAGE>
<TABLE>
<CAPTION>
                            WORLDWIDE PETROMOLY, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       Years Ended June 30, 1999 and 1998


                                                   1999          1998
                                               ------------  ------------
<S>                                            <C>           <C>
Net sales (Note 2)                             $   519,682   $   301,150

Cost of goods sold                                 329,392       214,017
                                               ------------  ------------

Gross profit                                       190,290        87,133

Selling, general and administrative expenses     3,300,609     2,372,476
                                               ------------  ------------

Loss from operations                            (3,110,319)   (2,285,343)

Other income (expense): (Note 7)
   Interest income                                   4,518       104,822
   Interest expense                                (15,051)      (15,709)
   Gain on sale of marketable securities           212,607             -
   Miscellaneous income (expense), net             (34,196)        2,676
                                               ------------  ------------
                                                   167,878        91,789
                                               ------------  ------------

Net Loss                                       $(2,942,441)  $(2,193,554)
                                               ============  ============

Loss per common share:
     Basic                                     $     (0.16)  $     (0.13)
                                               ============  ============

     Diluted                                   $     (0.16)  $     (0.13)
                                               ============  ============

Weighted average common shares outstanding      18,373,469    17,039,167
                                               ============  ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                    F-4
<PAGE>
<TABLE>
<CAPTION>
                                      WORLDWIDE PETROMOLY, INC.
                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                 Years Ended June 30, 1999 and 1998


                                                     Common Stock        Accumulated
                                               -----------------------
                                                 Shares      Amount        Deficit         Total
                                               ----------  -----------  --------------  ------------
<S>                                            <C>         <C>          <C>             <C>
Balance, June 30, 1997                         16,747,500  $ 6,914,773  $  (5,003,244)  $ 1,911,529

Issuance of common stock to non-
  employees in exchange for services rendered     500,000      500,000              -       500,000

Stock options granted-
  in exchange for services rendered                     -       78,455              -        78,455

Net loss                                                -            -     (2,193,554)   (2,193,554)
                                               ----------  -----------  --------------  ------------

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


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   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)
                                               ----------  -----------  --------------  ------------
                                               20,780,915  $11,454,871   ($10,139,239)  $ 1,315,632
                                               ==========  ===========  ==============  ============
</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, 1998 and 1997


                                                                    1998          1998
                                                                ------------  ------------
<S>                                                             <C>           <C>
Cash flows from operating activities:
  Net loss                                                      $(2,942,441)  $(2,193,554)
  Adjustments to reconcile net loss to net cash
       used in operating activities:
    Depreciation                                                     29,832        24,565
    Common stock issued to non-employees for services rendered    1,999,679       500,000
    Stock options granted to non-employees for services             780,400        78,455
    Changes in operating assets and liabilities:
      Accounts receivable                                          (144,650)      (55,230)
      Inventories                                                   (70,296)       83,257
      Prepaid expenses and other assets                            (925,500)        7,299
      Accounts payable and accrued expenses                         322,581        23,483
                                                                ------------  ------------
        Net cash used in operating activities                      (950,395)   (1,531,725)
                                                                ------------  ------------

Cash flows from investing activities:
  Certificates of deposit                                                 -       527,971
  Restricted investments in certificates of deposit                 276,579       142,278
  Capital expenditures                                              (10,936)      (37,437)
  Repayments on loans to related parties                            111,151       228,733
                                                                ------------  ------------
        Net cash provided by investing activities                   376,794       861,545
                                                                ------------  ------------

Cash flows from financing activities:
  Proceeds from private offering, net of offering costs              84,664             -
  Proceeds from options exercised                                 1,096,900             -
  Repayments of notes payable                                      (156,375)     (105,000)
  Advances from and repayments to stockholders                      117,373       (55,000)
                                                                ------------  ------------
        Net cash provided by (used in) financing activities       1,142,562      (160,000)
                                                                ------------  ------------

Net decrease in cash and cash equivalents                           568,961      (830,180)

Cash and cash equivalents at beginning of year                       34,375       864,555
                                                                ------------  ------------

Cash and cash equivalents at end of year                        $   603,336   $    34,375
                                                                ============  ============

Supplemental disclosure:
   Total interest paid                                          $    15,051   $    15,708
                                                                ============  ============
<FN>
Non-cash  transactions:
     During 1999 and 1998, the Company issued common stock for services rendered (Note 11)
     and stock  options  were  granted  for  services  rendered  (Note  10).
</TABLE>

          See accompanying notes to consolidated financial statements.

                                    F-6
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1999 AND 1998

1.     FINANCIAL  CONDITION  AND  GOING  CONCERN

For  each  of  the  years ended June 30, 1999 and 1998, the Company incurred net
losses  totaling  $2,942,441  and $2,193,554, respectively, and at June 30, 1999
had an accumulated deficit of $10,139,239.  These losses contributed to net cash
used  in  operating  activities of $950,395 and $1,531,725 for each of the years
ended  June  30,  1999  and  1998, 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.

Basis  of  Presentation

The  Company  has  retained  the  June  30  fiscal  year end of the former Ogden
McDonald.   Accordingly,  the  accompanying  consolidated  financial  statements
reflect  the consolidated results of operations and cash flows of Ogden McDonald
and  its wholly-owned subsidiary, WPC, as if the reverse merger occurred on July
1,  1996.  All  significant  intercompany  accounts  and  transactions have been
eliminated.  Prior  to  the reverse merger, WPC reported on a December 31 fiscal
year  end  as  a  private  company.

Revenue  Recognition

Revenue  is  recognized  when  the  product  is  shipped  to  the  customer.

Inventories

Inventories  are  valued at the lower of cost (weighted average cost) or market.

Property  and  Equipment

Property  and  equipment  are  stated  at  cost. Depreciation is computed on the
straight  line method for financial reporting purposes over the estimated useful
lives  of  the  assets  ranging  from  5  to  7  years.

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

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

Property  and  Equipment  (Continued)

The  Company  reviews  its  property and equipment whenever events or changes in
circumstances  indicate  the  carrying  value  of  an  asset  may  not  be fully
recoverable.

Research  and  Development

Research and development expenses are charged to operations as incurred.  During
the  year  ended  June  30,  1999  and 1998, research and development costs were
$39,000  and  $59,000,  respectively.

Advertising

Advertising  costs  are expensed as incurred.  The amount charged to advertising
expenses  was  $35,865  and  $28,000 for the years ended June 30, 1999 and 1998,
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.  The Company was required to adopt this
standard  in the fourth quarter of 1997.  Using the principles set forth in SFAS
128,  basic  and diluted earnings per share are identical and are not materially
different  from  that  which  would  have  been  presented  under  APB 15, since
outstanding  stock  options  would  be  antidilutive.

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

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

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, 1999, the 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
1998,  sales  to  one  customer  amounted  to approximately 17% 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.

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

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

Product  Warranty

The  Company maintains product liability insurance for claims, if any, resulting
from  the  use  of  the  "Petromoly"  product.

Statement  of  Cash  Flows

For  the  purpose  of  the statement of cash flows, the Company considers demand
deposits  and  highly  liquid debt instruments with an initial maturity of three
months  or  less  to  be  cash  equivalents.

Stock  Based  Compensation

In  October  1995,  Statement  of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation" was issued which establishes financial
accounting and reporting standards for stock-based employee compensation  plans,
effective  for  fiscal  years  beginning  after  December 15, 1995.  Those plans
include  all  arrangements  by which employees receive shares of the employer or
the  employer  incurs  liabilities to employees in amounts based on the price of
the  employer's  stock.  The  Statement also applies to transactions in which an
entity issues its equity securities or other equity investments to acquire goods
or  services  from  non-employees.  As  of  June 30, 1998, the Company has stock
options  outstanding  under  its  1996  Stock  Option  Plan  (see  Note  10).

SFAS  No.123  also  requires  that equity instruments issued to non-employees be
accounted  for  based  on  fair value.  The Statement encourages all entities to
adopt the fair  value  based  method  for  employee  stock  compensation  plans.
However,  it allows an entity to continue to measure compensation cost for those
plans  using  the  intrinsic  value based method of accounting prescribed by APB
Opinion  No.  25,  ("APB  No.  25"), "Accounting for Stock Issued to Employees".
Entities electing to remain with the accounting in APB No.25 must make pro forma
disclosures  of  net  income  and earnings per share, as if the fair value based
method  of  accounting had been applied.  The Company has elected to remain with
the  accounting under APB No. 25 and has made the required pro forma disclosures
in  Note  10.

New  Accounting  Pronouncements

Statement  of  Financial Accounting Standards No. 129, Disclosure of Information
about  Capital  Structure  ("SFAS  129"),  effective  for  periods  ending after
December  15,  1997,  establishes  standards for disclosing information about an
entity's  capital  structure.  SFAS

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

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

New  Accounting  Pronouncements  (Continued)

129  requires  disclosure  of  the  pertinent  rights  and privileges of various
securities  outstanding  (stock,  options,  warrants,  preferred stock, debt and
participating  rights)  including  dividend  and  liquidations  preferences,
participant  rights,  call  prices  and dates, conversion or exercise prices and
redemption  requirements.  Adoption of SFAS 129 has had no effect on the Company
as  it  currently  discloses  the  information  specified.

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

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

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

SFAS  132,  Statement  of Financial Accounting Standards (SFAS) 132, "Employers'
Disclosure  about Pensions and Other Postretirement Benefits," revises standards
for  disclosures  regarding pensions and other postretirement benefits.  It also
requires  additional  information on changes in the benefit obligations and fair
values  of  plan assets that will facilitate financial analysis.  This statement
does  not  change  the  measurement  or  recognition  of  the  pension and other
postretirement plans.  The financial statements are unaffected by implementation
of  this  new  standard.

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

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

New  Accounting  Pronouncements  (Continued)

SFAS  133,  Statement  of Financial Accounting Standards (SFAS) 133, "Accounting
for  Derivative  Instruments and Hedging Activities," establishes accounting and
reporting  standards  for  derivative  instruments, including certain derivative
instruments  embedded  in  other  contracts,  (collectively  referred  to  as
derivatives)  and  for hedging activities.  It requires that an entity recognize
all  derivatives  as  either assets or liabilities in the statement of financial
position and measure those instruments at fair value.  If certain conditions are
met,  a derivative may be specifically designated as (a) a hedge of the exposure
to  changes  in  the  fair  value  of  a  recognized  asset  or  liability or an
unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows
of  a forecasted transaction, or (c) a hedge of the foreign currency exposure of
a  net  investment  in  a foreign operation, an unrecognized firm commitment, an
available-for  sale  security,  or  a  foreign-currency-denominated  forecasted
transaction.  Because  the  Company  has  no  derivatives,  this  accounting
pronouncement  has  no  effect  on  the  Company's  financial  statements.

3.     REVERSE  MERGER

On  July  22,  1996,  a  reverse  merger was consummated, whereby Ogden McDonald
offered  one  share  of  its  common  stock  for  each share of WPC's issued and
outstanding  common  stock,  or  a  total  of 14,507,500 restricted shares.  WPC
became  a  wholly-owned  subsidiary  of,  and  WPC  stockholders  assumed  90.6%
ownership  in  Ogden  McDonald  as of that date.  In anticipation of the reverse
merger,  the  following  equity  transactions  occurred:

On July 15, 1996, WPC amended its Articles of Incorporation to: (1) increase its
authorized common stock from 1,000,000 to 20,000,000 shares; (2) change the  par
value  from  $.10  to $.001 per share; (3) reclassify and automatically exchange
each  share of issued  stock  from one share,  $.10 par value, for 1,250 shares,
$.001  par  value.

Between July 15-22, 1996, WPC sold 2,007,500 shares of its common stock at $2.00
per  share in a private offering to non-U.S. investors for total net proceeds of
$3,900,115.  These  shares  were  exchanged  for  2,007,500  of Ogden McDonald's
shares  as  part  of  the  exchange.

On July 22, 1996, Ogden McDonald effected a 3 for 1 stock  split which increased
its  issued  and  outstanding  common  stock  to  1,500,000  shares.

In  accordance  with  the  exchange  agreement, on July 22, 1996, Ogden McDonald
offered  one  share  of  its  common  stock for each share of WPC's common stock
issued  and  outstanding,  or  a total of 14,507,000 restricted shares after the
3-for-1  stock  split.

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

3.     REVERSE  MERGER  (CONTINUED)

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, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                               1999     1998
                             --------  -------
<S>                          <C>       <C>
Finished goods               $ 93,479  $19,824
Raw materials and packaging    22,211   25,570
                             --------  -------
                             $115,690  $45,394
                             ========  =======
</TABLE>

5.     PROPERTY  AND  EQUIPMENT

Property  and  equipment consists of the following as of June 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                    1999       1998
                                  ---------  ---------
<S>                               <C>        <C>
Office furnishings and equipment  $141,591   $134,536
Machinery and equipment             17,616     13,735
Vehicles                            12,062     12,062
                                  ---------  ---------
                                   171,269    160,333
   Less accumulated depreciation   (68,746)   (38,914)
                                  ---------  ---------
                                  $102,523   $121,419
                                  =========  =========
</TABLE>

6.     NOTES  PAYABLE

At  June  30, 1998, the Company had a $250,000 revolving line-of-credit facility
with a bank which expired in July 1998.  At June 30, 1998, the Company had drawn
$160,000  under  this  agreement.

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

7.     RELATED  PARTY  TRANSACTIONS

Accounts  Receivable  -  Related  Party

The  Company  sells  products  to  an entity that is controlled by the Company's
majority stockholder.  Sales and the amount due from the entity at June 30, 1999
were  approximately $29,000 and $20,000, respectively.  Sales and the amount due
from  the  entity  at  June  30,  1998  were  approximately $20,000 and $39,000,
respectively.

Notes  Receivable  -  Related  Parties

On  December  12,  1996,  the  Company  executed  a  note  agreement  with  a
publicly-held  corporation in the amount of $500,000, in which a Company officer
serves  in  a  similar capacity for both companies.  Principal and interest (10%
annual rate) was due on January 17, 1997, and was secured by 1,000,000 shares of
the  borrower's  common  stock.  On  February  19,  1997,  a portion of the note
receivable  balance  in  the amount of $250,000 was paid.  On June 30, 1997, the
note  agreement  was assigned to a privately-held corporation controlled by this
Company  officer  and  an individual Company stockholder.  The note, which had a
principal  balance  of  $267,289  at June 30, 1997, was refinanced on October 1,
1997  in  the  amount  of  $204,950  (reflecting  payments  and accrued interest
thereon).  The  note  was  paid  in  full  in  June  1998.

On  June  30, 1997,the Company refinanced a note agreement with a stockholder in
the  amount of $210,945.  The note agreement was again  refinanced on October 1,
1997,  in  the  amount  of  $202,182  (reflecting  payments and accrued interest
thereon).  Principal  and  interest  are payable monthly in thirteen consecutive
installments  ranging between $5,000 and $60,000 commencing October 20, 1997, at
10%  per annum.  The principal balance of the note is $111,151 at June 30, 1998.
The note was secured by 40,000 shares of Company common stock and 200,000 shares
of  common stock of the publicly traded corporation referred to above.  The note
was  paid  in  full  during  the  year  ended  June  30,  1999.

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 year ended June 30, 1998, the balance was reduced by $55,000 in cash
payments  and $141,310 as an offset to the note receivable from the stockholder.
During  the  year  ended  June 30, 1999, the stockholder has advanced additional
funds  to  the  Company.  The  advances  are  interest-free.

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

8.     INCOME  TAXES

Deferred  taxes  are  determined  based  on  temporary  differences  between the
financial  statement  and income tax basis of assets and liabilities as measured
by the enacted tax rates which will be in effect when these differences reverse.

Deferred  tax  assets  are comprised of the following at June 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                            1999          1998
                                        ------------  ------------
<S>                                     <C>           <C>
Net operating loss carryforwards        $ 2,593,000   $ 1,833,000
Stock options granted to non-employees      827,000       567,000
Amortization expense                         25,500        25,500
Bad debt expense                              7,000         7,000
                                        ------------  ------------
   Gross deferred tax asset               3,452,500     2,432,500
   Valuation allowance                   (3,452,500)   (2,432,500)
                                        ------------  ------------
        Net deferred tax asset          $         -   $         -
                                        ============  ============
</TABLE>

The  Company  has  recorded  a full valuation allowance against all deferred tax
assets  because  it could not determine whether it was more likely than not that
the  deferred  tax  asset  would  be  realized.

At  June  30,  1998,  the Company had net operating  loss carryforwards totaling
approximately  $5,400,000  available to reduce future taxable income through the
year  2013.  The  net  operating  loss  carryforwards  expire  as  follows:

<TABLE>
<CAPTION>

Year ended December 31,                Amount
-----------------------------------  ----------
<S>                                  <C>
              2008                   $   70,000
              2009                      263,000
              2010                      112,000
Eighteen months ended June 30, 2012   2,753,000
     Year ended June 30, 2013         2,202,000
     Year ended June 30, 2014         2,180,000
                                     ----------
                                     $7,580,000
                                     ==========
</TABLE>

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

9.     COMMITMENTS

The  Company  leases  its  office  space and a vehicle under long-term operating
lease  agreements.  At  June 30, 1999, future minimum lease payments under these
operating  leases  were  as  follows:

      2000                            $32,584
      2001                             15,560
      2002                              7,780

Rent expense for the years ended June 30, 1999 and 1998 was $66,000 and $84,000,
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 year 1999, two officers
elected  to  forego  their  salaries,  aggregating  $300,000.

10.     STOCK  OPTIONS

On  July  22,  1996  the  Company  approved  the  1996  Stock  Option Plan which
authorizes  the  Company's Board of Directors to grant options to purchase up to
3,500,000  shares  of Common Stock (as amended), to eligible employees, officers
and  directors of the Company, and consultants to the Company.  The terms of the
options  are  generally over five years with immediate vesting.  The Plan is not
qualified  under  Section 401(a) of the Internal Revenue Code of 1986, nor is it
subject to any provision of the Employee Retirement Income Security Act of 1974.

The  Company  has  elected  to  continue  to account for stock options issued to
employees  in  accordance  with APB No. 25.    For the year ended June 30, 1998,
options for 317,000 shares were granted to officers and employees at an exercise
price  which  was  less  than  the  market price per share at the date of grant,
resulting  in  a  charge  to  operations  of  $55,475.

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

                                      F-17
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.     STOCK  OPTIONS  (CONTINUED)

at  the  grant  date  by  using  the Black-Scholes option pricing model with the
following  weighted  average  assumptions  used  for  grants in 1999 and 1998 as
follows:

     1.     Dividend  yield  of  0%

     2.     Expected  volatility  of  150% and 119%  for options granted in June
            1999 and 1998,  respectively.

     3.     Risk-free interest rates of 4.51%  and  5.77%  for  1999  and  1998,
            respectively.

     4.     Expected  term  of  1  year  for  1999  and  2  years  for  1998.

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  and  1998 would have been increased to the proforma amounts indicated
below:

Net  loss  applicable  to  common  stockholders:

<TABLE>
<CAPTION>
                     1999          1998
                 ------------  ------------
<S>              <C>           <C>
As reported      $(2,942,441)  $(2,193,554)
                 ============  ============
Proforma         $(2,975,816)  $(2,755,013)
                 ============  ============

Loss per share:
   As reported   $     (0.16)  $     (0.13)
                 ============  ============
   Proforma      $     (0.16)  $     (0.16)
                 ============  ============
</TABLE>

For the years ended June 30, 1999 and 1998, in accordance with SFAS No. 123, the
Company  accounted  for  options  issued  to non-employees for services rendered
using  the  fair value method. The Company granted 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
Company  granted  30,000 options to purchase an equal number of shares of common
stock  at  an  exercise price of $1.00 per share to a consultant during the year
ended  June  30, 1998.  The 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
$7480,400  and  $22,980  in the accompanying consolidated statements of loss for
the years ended June 30, 1999 and 1998, respectively, based on the fair value of
the  options  on  the  grant  date using the Black-Scholes option pricing model.

                                      F-18
<PAGE>
                            WORLDWIDE PETROMOLY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.     STOCK  OPTIONS  (CONTINUED)

A  summary  of the status of the Company's stock options as of June 30, 1999 and
1998,  and  changes  during  the  years  then  ended  is  presented  below.

<TABLE>
<CAPTION>
                                                1999                1998
                                        -------------------  -----------------
                                                    Weighted           Weighted
                                                    Average            Average
                                                    Exercise           Exercise
                                          Shares     Price    Shares    Price
                                        -----------  ------  ---------  ------
<S>                                     <C>          <C>     <C>        <C>
Outstanding at beginning                 3,462,000   $ 1.23  2,835,000  $ 2.00
Granted                                  2,493,750     0.57    627,000    1.59
Exercised                               (1,863,750)    0.59          -       -
Forfeited                                 (110,000)    1.00          -       -
                                        -----------  ------  ---------  ------
Outstanding at end of year               3,982,000   $ 0.59  3,462,000  $ 1.12
                                        ===========  ======  =========  ======
Options exercisable at end of year       3,882,000   $ 0.59  3,385,333  $ 1.12
                                        ===========  ======  =========  ======
Weighted average fair value of options
   granted during the year                           $ 0.57             $ 1.34
                                                     ======             ======
</TABLE>

The  weighted  average  remaining  contractual life of the above options was 2.8
years  and  3.0  years  at  June  30,  1999  and  1998,  respectively.

                                      F-19
<PAGE>