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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                _________________

                                    FORM 8-K
                                _________________


                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                Date of Earliest Event Reported: August 14, 1998


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



            Colorado                      000-24682              84-1125214
  (State or other jurisdiction     (Commission File Number)    (IRS Employer
of incorporation or organization)                            Identification No.)


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

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


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Item  4.  Changes  in  Registrant's  Certifying  Accountant

     BDO  Seidman,  LLP  ("BDO Seidman") audited the financial statements of the
Company  for  the  year  ended June 30, 1997, and were dismissed and replaced by
Jackson  &  Rhodes  P.C.  ("Jackson  & Rhodes"), Certified Public Accountants on
August  14,  1998.

     There  were  no  disagreements  between the Company and BDO Seidman whether
resolved  or  not resolved, on any matter of accounting principles or practices,
financial  statement  disclosure  or  auditing scope or procedure, which, if not
resolved,  would have caused them to make reference to the subject matter of the
disagreement  in  connection  with  their  report.

     The  report  of  BDO  Seidman  for the past fiscal year did not contain any
qualified  opinion,  adverse  opinion  or  disclaimer  of opinion, except for an
explanatory  paragraph  describing  a  going  concern  uncertainty,  and was not
qualified  or  modified as to uncertainty, audit scope or accounting principles.

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

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

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

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

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

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

     The  Company  has  requested that BDO Seidman provide a letter addressed to
the Securities and Exchange Commission as to whether BDO Seidman agrees with the
disclosure  contained  herein.



                                    EXHIBITS
                                    --------

          16.1          Letter  on  change  in  certifying  accountant



                                   SIGNATURES


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.


                              WORLDWIDE  PETROMOLY,  INC.



Date:  August 18, 1998                         By:  /s/ Gilbert Gertner
                                                    -------------------------
                                                    Gilbert  Gertner,  Chairman