UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION
 Washington, D.C.
20549
  FORM
10-Q
  (X)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
  For
the Quarterly Period ended March 31, 2009
  ( )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
  For the
transition period from __________________ to __________________
  Commission
File number 0-24115
  WORLDS.COM
INC.
  (not
affiliated with Worldcom, Inc.)
  (Exact
Name of Registrant as Specified in Its Charter)
 
 New
      Jersey                                         22-1848316
                -------------------------------                     -----------------------
                (State
      or Other Jurisdiction
      of                     (I.R.S.
      Employer Identification No.)
                Incorporation or Organization)
 
 11 Royal
Road
 Brookline, MA
02445
 (Address
of Principal -Eexecutive Offices)
 
 (617)
725-8900
 (Registrant's
Telephone Number, Including Area Code)
  Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [  ]
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yes [  ] No
[  ]
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated
filer,”  “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (check one):
  Large
accelerated filer [
]                                                                           Accelerated
filer   [ ]
  Non-accelerated
filer  [
]                                                                           Smaller
reporting company [X]
  (Do not
check if a smaller reporting company)
 
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [  ] No [X]
  As of May
20, 2009,  52,387,749 shares of the Issuer's Common Stock were
outstanding.
  
 
 1
 
 PART
I – FINANCIAL INFORMATION
 
 Item
1.  Financial Statements
 
 PageCondensed
      Balance Sheets as of March 31, 2009
              
              F-3Condensed
      Statements of Operations for the three months ended March 31, 2009 and
      2008
              
              F-4Condensed
      Statements of Cash Flows for the three months ended March 31, 2009 and
      2008
              
              F-5Notes
      to Condensed Financial Statements
              
              F-6
  2
   Worlds.com
      Inc.Balance
      SheetsMarch
      31, 2009 and December 31, 2008Unaudited
                      
                      
                      (Restated)
                        Audited31-Mar-09
                      
                      
                      31-Dec-08Current
      AssetsCash
      and cash equivalents
                      
                      $
                      25,370
                      
                      
                      $
                      84Certificate
      of deposit
                      
                      
                      -
                      
                      
                      
                      166,451Total
      Current Assets
                      
                      
                      25,370
                      
                      
                      
                      166,535Property
      and equipment, net ofaccumulated
      depreciation
                      
                      
                      6,479
                      
                      
                      
                      7,387TOTAL
      ASSETS
                      
                      $
                      31,849
                      
                      
                      $
                      173,922Current
      LiabilitiesAccounts
      payable
                      
                      $
                      907,784
                      
                      
                      $
                      542,415Accrued
      expenses
                      
                      
                      1,423,548
                      
                      
                      
                      1,423,548Deferred
      Revenue
                      
                      
                      631,950
                      
                      
                      
                      631,950Notes
      Payable
                      
                      
                      773,279
                      
                      
                      
                      773,279Total
      Current Liabilities
                      
                      
                      3,736,561
                      
                      
                      
                      3,371,192Stockholders
      (Deficit)Common
      stock
                      
                      $
                      52,387
                      
                      
                      $
                      52,387Additional
      Paid in Capital
                      
                      
                      21,858,603
                      
                      
                      
                      21,858,603Accumulated
      Deficit
                      
                      
                      (25,615,703
                      )
                      
                      
                      (25,108,260
                      )Total
      stockholders deficit
                      
                      
                      (3,704,713
                      )
                      
                      
                      (3,197,270
                      )Total
      Liabilities and stockholders deficit
                      
                      $
                      31,849
                      
                      
                      $
                      173,922See
      Notes to Condensed Financial
Statements
  3
  Worlds.com
      Inc.Statements
      of OperationsFor
      the Three Months Ended March 31, 2009 and 2008(Unaudited)(Restated)31-Mar-09
                    
                    
                    31-Mar-08RevenuesRevenue
                    
                    $
                    494
                    
                    
                    $
                    91,099Total
                    
                    
                    
                    494
                    
                    
                    
                    91,099Cost
      and ExpensesCost
      of Revenue
                    
                    
                    124,795
                    
                    
                    
                    89,548Selling,
      General & Admin.
                    
                    
                    118,141
                    
                    
                    
                    109,505Operating
      loss
                    
                    
                    (242,441
                    )
                    
                    
                    (107,954
                    )Net
      Loss
                    
                    
                    $
                    (242,441
                    )
                    
                    $
                    (107,954
                    )See
      Notes to Condensed Financial
Statements
  4
  Worlds.com
      Inc.Statements
      of Cash FlowsFor
      the Three Months Ended March 31, 2009 and 2008Unaudited(Restated)31-Mar-09
                    
                    
                    31-Mar-08Cash
      flows from operating activitiesNet
      (loss)
                    
                    $
                    (242,441
                    )
                    
                    $
                    (107,954
                    )Adjustments
      to reconcile net loss to net cash usedin
      operating activitiesDepreciation
                    
                    
                    908
                    
                    
                    
                    781Deferred
      costs
                    
                    
                    -
                    
                    
                    
                    55,695Prepaid
      expenses and other current assets
                    
                    
                    
                    
                    
                    
                    9,860Accounts
      payable and accrued expenses
                    
                    
                    100,369
                    
                    
                    
                    (35,826
                    )Net
      cash used in operating activities
                    
                    
                    (141,165
                    )
                    
                    
                    (77,444
                    )Cash
      flows from investing activitiesAcquisition
      of property and equipment
                    
                    
                    -
                    
                    
                    
                    (1,516
                    )Net
      cash used in investing activities
                    
                    
                    -
                    
                    
                    
                    (1,516
                    )Net
      (decrease) in cash
                    
                    
                    (141,165
                    )
                    
                    
                    (78,960
                    )Cash
      beginning of period
                    
                    
                    166,535
                    
                    
                    
                    271,334Cash
      end of period
                    
                    $
                    25,370
                    
                    
                    $
                    192,374Supplemental
      disclosure of cash flow information:Cash
      paid during the period forInterest
                    
                    $
                    -
                    
                    
                    $
                    -Income
      taxes
                    
                    $
                    -
                    
                    
                    $
                    -See
      Notes to Condensed Financial
Statements
  5
 
 Worlds.com
Inc.
 NOTES TO
FINANCIAL STATEMENTS
 Three
Months Ended March 31, 2009
 (Unaudited)
 
 NOTE 1 –
DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
 
 Description
of Business
 
 Worlds.com
Inc. (the "Company") designs and develops software content and related
technologies for the creation of interactive, three-dimensional ("3D") Internet
sites on the World Wide Web. Using in-house technology the Company creates its
own Internet sites, as well as sites available through third party on-line
service providers.
 
 Basis of
Presentation
 
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America ("US
GAAP"), which contemplates continuation of the Company as a going concern. The
Company has always been considered a developmental stage business, has incurred
significant losses since its inception and has not always had
significant  revenues from operations.  The Company will
require substantial additional funds for development and marketing of its
products. There can be no assurance that the Company will be able to obtain the
substantial additional capital resources necessary to pursue its business plan
or that any assumptions relating to its business plan will prove to be accurate.
The Company has not been able to generate sufficient revenue or obtain
additional financing in an amount sufficient to fully implement its business
plan which has had a material adverse effect on the Company, including requiring
the Company to severely diminish operations in recent years and at times halting
them entirely. These factors raise substantial doubt about the Company's ability
to continue as a going concern.  Due to limited funds, the Company has
been operating at a significantly reduced capacity in recent years with no more
than one full time employee; performing primarily consulting services; and
licensing software using consultants to perform any work that may be
required.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
 
 Cash and
Cash Equivalents
 
 Cash and
cash equivalents are comprised of highly liquid money market instruments, which
have original maturities of three months or less at the time of
purchase.
  Property
and Equipment
 
 Net
property and equipment owned by the Company as of March 31, 2009 total
$6,479.
  Income
Recognition
 
 The
Company has the following sources of revenue: (1) consulting/licensing revenue
from the performance of development work performed on behalf of the Company or
from the sale of certain software to third parties; and (2) VIP subscriptions to
our Worlds Ultimate 3-D Chat service.  The Company recognizes revenue
when all of the following criteria are met: evidence of an arrangement exists
such as a signed contract, delivery has occurred, the price is fixed or
determinable, and collectibility is reasonable assured.  This will be
in the form of a receipt of a customers acceptance indicating the product has
been completed to their satisfaction except for development work and service
revenue which is recognized when the services have been
performed.  Deferred revenue represents cash payments received in
advance to be recorded as revenue when earned.  The corresponding cost
associated with those contracts is also deferred as deferred costs until the
revenue is ultimately recognized.
 
 Deferred
revenue represents cash payments received in advance to be recorded as licensing
revenue as earned.
  Income
Taxes
 
 The
Company uses the liability method of accounting for income taxes in accordance
with SFAS No. 109, "Accounting for Income Taxes." Deferred income tax assets and
liabilities are recognized based on the temporary differences between the
financial statement and income tax bases of assets, liabilities and net
operating loss carry forwards using enacted tax rates. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.
  Notes
Payable
 
 The
Company has $773,279 in short term notes outstanding at March 31,
2009.
  6
 
 Commitments
and Contingencies
 
 During
2000 the Company was involved in a lawsuit relating to unpaid consulting
services. On March 20, 2001 a judgment against the Company was rendered for
approximately $205,000.  As of March 31, 2009 the Company recorded a
reserve of $205,000 for this lawsuit, which is included in accrued expenses in
the accompanying balance sheets.
  Impairment
of Long Lived Assets
 
 The
Company reviews the carrying value of long-lived assets to determine if
circumstances exist indicating whether there has been any impairment of the
carrying value of property and equipment or whether the depreciation periods
should be modified.  Long-lived assets are reviewed for impairment
whenever events or changes in business circumstances indicate that the carrying
value of the assets may not be fully recoverable.  The Company as of
the date of the financial statements has no long lived assets.
  NOTE 2 -
GOING CONCERN
  From
mid-2001 through most of 2007, the Company has had to significantly curtail and
at times cease operations due to lack of resources. The accompanying financial
statements have been prepared assuming that the Company will continue as a going
concern. Since its inception, the Company has had periods where it had only
minimal revenues from operations. There can be no assurance that the Company
will be able to obtain the substantial additional capital resources necessary to
pursue its business plan or that any assumptions relating to its business plan
will prove to be accurate. The Company is pursuing sources of additional
financing and there can be no assurance that any such financing will be
available to the Company on commercially reasonable terms, or at all. Any
inability to obtain additional financing will likely have a material adverse
effect on the Company, including possibly requiring the Company to reduce and/or
cease operations.
  These
factors raise substantial doubt about the ability of the Company to continue as
a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
  NOTE 3 –
DEFERRED REVENUES
    Deferred
revenue represents advance payments for the license, the design and development
of the software, content and related technology for the creation of an
interactive, three-dimensional ("3D") entertainment portal on the
internet.
 
 NOTE 4 –
RESTATEMENT OF FINANCIAL STATEMENTS
 
 On May
11, 2009, our management concluded that our audited financial statements for the
years ended December 31, 2007 and 2008 and our unaudited quarterly financial
statements for the quarterly periods in such years should no longer be relied
upon.  Specifically, our liabilities were understated by approximately
$1,714,179 on December 31, 2007 and by approximately $2,719,942 on December 31,
2008 (which amount is cumulative and includes the amount understated in 2007)
with an overstatement of income on such dates of $1,714,179 and $1,005,763,
respectively.  The facts underlying our original conclusion is that
all of such liabilities have exceeded the applicable statutes of limitations and
based upon an opinion of counsel which stated that the likelihood of our having
to pay these liabilities was highly improbable, our independent auditor
concurred with our decision to write off all of such liabilities.  The
staff (“Staff”) of the Securities and Exchange Commission, without disagreeing
with our position that payment of such liabilities was highly improbable,
advised us that under the facts of our situation, it was their conclusion that
GAAP accounting required that the liabilities not be written off at this
time.  Following a series of calls with various Staff members, our
management, in consultation with our counsel and independent auditor, agreed to
accept the Staff’s position.  We have received guidance from the Staff
as to the necessary steps we need to take to properly write off these
liabilities and we expect to begin that process with certain of the largest
creditors.  Regardless of whether we are ultimately successful in
writing off all or some of these liabilities, we do not believe that these
restatements will have any impact on our results of operations or cash flows as
the fact remains that the statute of limitations has indeed passed with respect
to these liabilities and the likelihood of our having to pay them remains highly
improbable.
  Item 2. Management's Discussions and
Analysis of Financial Condition and Results of Operations
 
 Forward
Looking Statements
 
 When used
in this form 10-Q and in future filings by the Company with the Commission, the
words or phrases such as "anticipate," "believe," "could," "estimate," "expect,"
"intend," "may," "plan," "predict," "project," "will" or similar expressions are
intended to identify “forward-looking statements” within  the meaning
of the Private Securities Litigation Reform Act of 1995.  Readers are
cautioned not to place undue reliance on any such forward looking statements,
each of which speak only as of the date made.  Such statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from historical earnings and those presently anticipated or
projected.  The Company has no obligation to publicly release the
result of any revisions which may be made to any forward-looking statements to
reflect anticipated or unanticipated events or circumstances occurring after the
date of such statements.
  These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause actual results to be materially different. These
factors include, but are not limited to, changes that may occur to general
economic and business conditions; changes in current pricing levels that we can
charge for our services or which we pay to our suppliers and business partners;
changes in political, social and economic conditions in the jurisdictions in
which we operate; changes to regulations that pertain to our operations; changes
in technology that render our technology relatively inferior, obsolete or more
expensive compared to others; foreign currency  fluctuations; changes
in the business prospects of our business partners and customers; increased
competition, including from our business partners; delays in the delivery of
broadband capacity to the homes and offices of persons who use our services;
general disruptions to Internet service; and the loss of customer faith in the
Internet as a means of commerce.
 
 The
following discussion should be read in conjunction with the unaudited financial
statements and related notes which are included under Item 1.
 
 We do not
undertake to update our forward-looking statements or risk factors to reflect
future events or circumstances.
 
 Overview
 
 General
 
 Worlds.com  is
a leading 3D entertainment portal which leverages its  proprietary
technology to offer visitors a network of virtual, multi-user environments which
we call "worlds". These worlds are visually engaging online environments
featuring animation, motion and content where people can come together and, by
navigating through the website, shop, interact with others, attend events and be
entertained.
 
 Sites
using our technology allow numerous simultaneous visitors to enter, navigate and
share interactive "worlds". Our 3D Internet sites are designed to promote
frequent, repeat and prolonged visitation by users by providing them with unique
online communities featuring dynamic graphics, highly useful and entertaining
information content, and interactive capabilities. We believe that our sites are
highly attractive to advertisers because they offer access to
demographic-specific user bases comprised of people that visit the site
frequently and stay for relatively long periods of time.
 
 Starting
in mid-2001 we were not able to generate enough revenue to sustain full
operations and other sources of capital were not available. As a result, we have
had to significantly curtail our operations since that time and at times halt
them all together.
  Revenues
 
 We
generated  a minimum amount of revenue during the quarter even
though  we have  begun ramping up operations which have been
in quasi hibernation since mid-2001.  The revenue that was generated
in the quarter was generated in the following manner:
  ·
              VIP
      subscriptions to our Worlds Ultimate 3-D Chat
  service.
  7
  Expenses
 
 We
classify our expenses into two broad groups:
 
 o        cost
of revenues; and
 
 o        selling,
general and administration.
 
 During
the quarter, our operations became more active so our expenses
increased.
  Liquidity
and Capital Resources
 
 We have
had to severely diminish our operations from mid-since 2001 until the last half
of 2007 due to a lack of liquidity.  We were able to issue equity in
the last year and raise capital that will help us to be better positioned to
compete for new business.  We continue to pursue additional sources of
capital.  We have no current arrangements with respect to, or sources
of, additional financing and there can be no assurance that any such financing
would become available.  If we cannot start to generate sufficient
revenues, we may need to halt operations.
 
 RESULTS
OF OPERATIONS
 
 Our net
revenues for each of the three months ended March 31, 2009 and 2008 were $494
and $91,099, respectively.  Management believes that this decrease was
due to the software development project in 2008 to provide a demo 3-D world for
a client.
 
 Three
months ended March 31, 2009 compared to three months ended March 31,
2008
 
 Revenue
decreased by $90,605, to $494 for the three months ended March 31, 2009 from
$91,099 in the prior year.  The business has been running in a
severely diminished mode due to the lack of liquidity.   We need
to raise a sufficient amount of capital to provide the resources required that
would enable us to generate sales.
 
 Our cost
of revenues during the three months ended March 31, 2009 and 2008 are primarily
comprised of (1) cost of goods sold: 51% and 45%, respectively, and (2) selling
general and administrative expenses: 49% and 55%, respectively.  Cost
of sales on a consolidated basis increased $35,247 to $124,795 for the three
months ended March 31, 2009, from $89,548 in the three months ended
March 31, 2008, reflecting the increased business activities from the new
development projects and upgrading the code.
 
 Selling
general and administrative expenses increased by approximately $8,636, from
$109,505 to approximately $118,141 for the three months ended March 31, 2008 and
2009, respectively.  The balances increased slightly due to our
operations and selling activities increasing.
  As a
result of the foregoing we had a net loss of $242,441 for the three months ended
March 31, 2009 compared to a loss of $107,955 in the three months ended March
31, 2008.
  Liquidity and Capital Resources
 
 Our
financial and liquidity position deteriorated  as exhibited by our
cash and cash equivalents of $25,370 at March 31, 2009.  At March
31, 2008, cash and cash equivalents was $192,374.  This decrease of
$167,004 was the result of our net losses from operations. There were no
capital expenditures  in the three months ended March 31, 2009
compared to $1,516 for 2008.
 
 Historically,
our primary cash requirements have been to fund the cost of operations,
development of our products and patent protection, with additional funds having
been used in promotion and advertising and in connection with the exploration of
new business lines.
 
 We have
had to severely diminish our operations due to a lack of liquidity from mid-2001
through most of 2007.  We were able to find a small source of
additional capital in 2007 and another in 2008.  There can be no
assurance that any significant financing would become available to us at this
time.  The additional capital that we  secured in previous
years enabled us to bid on new business.  There can be no assurance
that any such new business would be sold in the future.
 
 We have
commenced litigation to enforce our intellectual property rights under our
patents.  If we are successful in the litigation, we expect to collect
compensation for past  fringement and license fees.  No assurance
can be given that we will be successful in the litigation or that we will
receive any funds as a result of the litigation.
 
 We are
currently negotiating with various musical artists and other entities to develop
worlds for them.  While no assurance can be given that any of these
deals will be concluded, if successful they would likely generate additional
cash flows.
 
 On May
11, 2009, our management concluded that our audited financial statements for the
years ended December 31, 2007 and 2008 and our unaudited quarterly financial
statements for the quarterly periods in such years should no longer be relied
upon.  Specifically, our liabilities were understated by approximately
$1,714,179 on December 31, 2007 and by approximately $2,719,942 on December 31,
2008 (which amount is cumulative and includes the amount understated in 2007)
with an overstatement of income on such dates of $1,714,179 and $1,005,763,
respectively.  The facts underlying our original conclusion is that
all of such liabilities have exceeded the applicable statutes of limitations and
based upon an opinion of counsel which stated that the likelihood of our having
to pay these liabilities was highly improbable, our independent auditor
concurred with our decision to write off all of such liabilities.  The
staff (“Staff”) of the Securities and Exchange Commission, without disagreeing
with our position that payment of such liabilities was highly improbable,
advised us that under the facts of our situation, it was their conclusion that
GAAP accounting required that the liabilities not be written off at this
time.  Following a series of calls with various Staff members, our
management, in consultation with our counsel and independent auditor, agreed to
accept the Staff’s position.  We have received guidance from the Staff
as to the necessary steps we need to take to properly write off these
liabilities and we expect to begin that process with certain of the largest
creditors.  Regardless of whether we are ultimately successful in
writing off all or some of these liabilities, we do not believe that these
restatements will have any impact on our results of operations or cash flows as
the fact remains that the statute of limitations has indeed passed with respect
to these liabilities and the likelihood of our having to pay them remains highly
improbable.
  Item
3. Controls And Procedures
  As of
March 31, 2009, we carried out an evaluation, under the supervision and
with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended).
Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective as
of March 31, 2009.  The above statement notwithstanding, you are
cautioned that no system is foolproof.
  Changes in Internal Control
Over Financial Reporting
 During
the 2009 first quarter, there were no changes in our internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934, as amended) that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
 
 This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s reports in this quarterly report.
 
 8
  PART
II OTHER INFORMATION
  Item 1.
Legal Proceedings.
 
 None
  Item 1A.
Risk Factors
  We are
not obligated to disclose our risk factors in this report, however, limited
information regarding our risk factors appears in Part I, Item 2.
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” under the caption “Forward-Looking Statements” contained in this
Quarterly Report on Form 10-Q and in “Item 1A. RISK FACTORS” of our 2008
Annual Report on Form 10-K. There have been no material changes from the risk
factors previously disclosed in our 2008 Annual Report on
Form 10-K.
  Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
  None
  Item 3.
Defaults Upon Senior Securities
 
 None.
  Item 4.
Submission of Matters to a Vote of Security Holders.
 
 None.
  Item 5.
Other Information
 
 None.
 
 Item 6.
Exhibits
 
 31.1
              
              Certification of Chief Executive
      Officer31.2
              
              Certification of Chief Financial
      Officer32.1
              
              Statement required by 18 U.S.C.
      Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
      of 2002.32.2
              
              Statement required by 18 U.S.C.
      Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
      of 2002.
  9
 
 SIGNATURES
  In
accordance with the requirements of the Exchange Act, the Registrant caused this
Report to be signed on its behalf by the undersigned thereto duly
authorized.
  Date: May
20, 2009
  WORLDS.COM
INC.
 
 By:/s/ Thomas
      Kidrin
                Thomas
      Kidrin
                President
      and CEO
                
                By:  /s/ Christopher
Ryan
                Christopher
      Ryan
                Chief
      Financial Officer
 
 10
  INDEX
TO EXHIBITS
  Exhibit
      No.
              
              Description31.1
              
              Certification of Chief Executive
      Officer31.2
              
              Certification of Chief Financial
      Officer32.1
              
              Statement
      required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of
      the Sarbanes-Oxley Act of 2002.32.2
              
              Statement
      required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of
      the Sarbanes-Oxley Act of 2002.