UNITED STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington, D.C.
20549
  FORM
10-Q
  Amendment
No. 2
  (X)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934:
  For
the Quarterly Period ended June 30, 2008
  ( )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE
ACT
  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 incorporation or
      organization)                  (I.R.S.
      Employer ID No.)
 
 11 Royal
Road
 Brookline, MA
02445
 (Address
of principal executive offices)
 
 (617)
725-8900
 (Registrant  telephone
number)
  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 is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
  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
August 8, 2008, 50,642,157 shares of
the Issuer's Common Stock were outstanding.
  
  
 PART
I – FINANCIAL INFORMATION
 
 Item
1.  Financial Statements
 
 PageCondensed
      Balance Sheets as of June 30, 2008
              
              F-3Condensed
      Statements of Operations for the three and six months ended June 30, 2008
      and 2007
              
              F-4Condensed
      Statements of Cash Flows for the six months ended June 30, 2008 and
      2007
              
              F-5Notes
      to Condensed Financial Statements
              
              F-6
 
 2
  Worlds.com
      IncBalance
      SheetsJune
      30, 2008 and December 31, 2007(Restated)
                
                
                (Restated)Unaudited
                
                
                Audited30-Jun-08
                
                
                31-Dec-07Current
      AssetsCash
      and cash equivalents
                
                $
                51,649
                
                
                $
                271,334Deferred
      costs
                
                
                -
                
                
                
                55,694Prepaid
      expenses
                
                
                1,476
                
                
                
                9,860Total
      Current Assets
                
                
                53,125
                
                
                
                336,888Property
      and equipment, net ofaccumulated
      depreciation
                
                
                10,843
                
                
                
                9,375TOTAL
      ASSETS
                
                $
                63,968
                
                
                $
                346,263Current
      LiabilitiesAccounts
      payable
                
                $
                958,875
                
                
                $
                1,069,298Accrued
      expenses
                
                
                1,326,173
                
                
                
                1,336,179Deferred
      Revenue
                
                
                631,950
                
                
                
                631,950Notes
      Payable
                
                
                773,279
                
                
                
                773,279Total
      Current Liabilities
                
                
                3,690,277
                
                
                
                3,810,706Stockholders
      (Deficit)Common
      stock (par value $.001, authorized 65,000,000 shares, issued and
      outstanding 50,642,157 and 44,824,314 at June 30, 2008 and December 31,
      2007 respectively)
                
                $
                50,540
                
                
                $
                44,824Common
      stock subscribed but not yet issued (none and 5,411,764 common shares at
      June 30, 2008 and December 31, 2007 respectively)
                
                
                
                
                
                
                5,411Additional
      Paid in Capital
                
                
                21,263,053
                
                
                
                21,140,760Accumulated
      Deficit
                
                
                (24,939,902
                )
                
                
                (24,655,438)Total
      stockholders deficit
                
                
                (3,626,309
                )
                
                
                (3,464,443
                )Total
      Liabilities and stockholders deficit
                
                $
                63,968
                
                
                $
                346,263See
      Notes to Condensed Financial Statements
  3
  Worlds.com,
      Inc.Statement
      of OperationsUnauditedFor
      the three and six months ended June 30, 2008 and 2007Six
      months
                  ended
      June 30,
                Three
      months ended June 30,(Restated)
                
                
                
                
                
                (Restated)2008
                
                
                2007
                
                
                2008
                
                
                2007RevenuesRevenue
                
                $
                91,876
                
                
                $
                3,024
                
                
                $
                777
                
                
                $
                1,470Total
                
                
                
                91,876
                
                
                
                3,024
                
                
                
                777
                
                
                
                1,470Cost
      and ExpensesCost
      of Revenue
                
                
                120,319
                
                
                
                8,519
                
                
                
                30,771
                
                
                
                -Selling,
      General & Admin.
                
                
                218,026
                
                
                
                6,901
                
                
                
                108,521
                
                
                
                1,723Operating
      loss
                
                
                (246,469
                )
                
                
                (12,396
                )
                
                
                (138,515
                )
                
                
                (253
                )Other
      Income ExpenseInterest
      Expense
                
                
                37,994
                
                
                
                76,922
                
                
                
                18,997
                
                
                
                38,461Net
      Loss
                
                
                $
                (284,463
                )
                
                $
                (89,318
                )
                
                $
                (157,512
                )
                
                $
                (38,714
                )See
      Notes to Condensed Financial
Statements
  4
  Worlds.com,
      Inc.Statement
      of Cash FlowsFor
      the six months ended June 30, 2008 and 2007(Restated)30-Jun-08
                
                
                30-Jun-07Cash
      flows from operating activitiesNet
      (loss)
                
                $
                (284,463
                )
                
                $
                (89,318
                )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesDepreciation
                
                
                1,562
                
                
                
                -Deferred
      costs
                
                
                55,695
                
                
                
                -Prepaid
      expenses and other current assets
                
                
                8,384
                
                
                
                -Accounts
      payable and accrued expenses
                
                
                (120,430
                )
                
                
                90,422Net
      cash used in operating activities
                
                
                (339,252
                )
                
                
                1,104Cash
      flows from investing activitiesAcquisition
      of property and equipment
                
                
                (3,031
                )
                
                
                -Net
      cash used in investing activities
                
                
                (3,031
                )
                
                
                -Cash
      flows from financing activitiesConversion
      of debt to equity
                
                
                122,598
                
                
                
                -Net
      cash provided from financing activities
                
                
                122,598Net
      (decrease) in cash
                
                
                (219,685
                )
                
                
                1,104Cash
      beginning of period
                
                
                271,334
                
                
                
                2,041Cash
      end of period
                
                $
                51,649
                
                
                $
                3,145Supplemental
      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 and
Six Months Ended June 30, 2008
 (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 patented and proprietary 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 us as a going concern. We have always
been considered a developmental stage business, have incurred significant losses
since our inception and have not always had significant revenues from
operations. We will require substantial additional funds for development and
marketing of our products. There can be no assurance that we will be able to
obtain the substantial additional capital resources necessary to pursue our
business plan or that any assumptions relating to our business plan will prove
to be accurate. We have not been able to generate sufficient revenue or obtain
additional financing which has had a material adverse effect on us, including
requiring us to severely diminish operations in recent years and at times
halting them entirely. These factors raise substantial doubt about our ability
to continue as a going concern. We have been operating at a significantly
reduced capacity in recent years with no full time employees and 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 us as of June 30, 2008 total
$10,843.
 
 Income
Recognition
 
 We have
the following sources of revenue: (1) consulting/licensing revenue from the
performance of development work performed on our behalf or from the sale of
certain software to third parties; and (2) VIP subscriptions to our Worlds
Ultimate 3-D Chat service.
 
 Deferred
revenue represents cash payments received in advance to be recorded as licensing
revenue as earned.
 
 Income
Taxes
 
 We use
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
 
 We had
short term notes of $773,279 outstanding at June 30, 2008.
 
 As part
of a debt refinancing in 2000, $631,950 of debt was renegotiated to deferred
revenue representing future services to be provided by us.
 
 Commitments
and Contingencies
  During
2000, we were involved in a lawsuit relating to unpaid consulting services. On
March 20, 2001 a judgment against us was rendered for approximately $205,000. As
of June 30, 2008, we recorded a reserve of $205,000 for this lawsuit, which is
included in accrued expenses in the accompanying balance sheet.
 
 During
2003, a law firm obtained a judgment against us for unpaid legal fees and other
debt in the aggregate amount of $182,075. During the first quarter of 2008 we
settled the dispute by issuing common stock in settlement of the
debt.
 
 Impairment
of Long Lived Assets
 
 We review
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. As of the date of the financial statements, we have no long
lived assets.
 
 NOTE 2 -
GOING CONCERN
 
 From
mid-2001 through most of 2007, we had to significantly curtail and at times
cease operations due to lack of resources. The accompanying financial statements
have been prepared assuming that we will continue as a going concern. Since its
inception, we had periods wherewe had only minimal revenues from operations.
There can be no assurance that we will be able to obtain the substantial
additional capital resources necessary to pursue our business plan or that any
assumptions relating to our business plan will prove to be accurate. We are
pursuing sources of additional financing and there can be no assurance that any
such financing will be available to us on commercially reasonable terms, or at
all. Any inability to obtain additional financing will likely have a material
adverse effect on us, including possibly requiring us to reduce and/or cease
operations.
 
 These
factors raise substantial doubt about our ability 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 Revenue
 
 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
$1,699,179 on December 31, 2007 and by approximately $2,780,930 on December 31,
2008 (which amount is cumulative and includes the amount understated in 2007)
with an overstatement of income on such dates of $1,699,179 and $1,081,750,
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.
  6
 
 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. Additional risk factors pertaining to our
business and the value of our stock is contained in our Annual Report on Form
10-KSB for the year ended December 31, 2007 and is available for review at no
charge at www.sec.gov.
 
 The
following discussion should be read in conjunction with the 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  significantly increased revenue during the quarter as we
have  begun ramping up operations which have been in quasi hibernation
since mid-2001. The revenue that was generated was generated in the following
manner:
  ·
              VIP
      subscriptions to our Worlds Ultimate 3-D Chat service;
  and
 ·
              Software
      development to provide and pilot a Demo site for a 3-D
    world.
  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.
  7
 
 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 June 30, 2008 and 2007 were $777 and
$1,470, respectively. Our net revenues for each of the six months ended June 30,
2008 and 2007 were $91,876 and $3,024, respectively. Management believes that
this increase was due to the software development project in 2008 to provide a
demo 3-D world for a client. While this amount of business from operations is
still relatively inconsequential, we believe it is indicative of our recent
awakening and return to active operations.
 
 Three
and six months ended June 30, 2008 compared to three and six months ended June
30, 2007
 
 Revenue
decreased by $693, to $777 for the three months ended June 30, 2008 from $1,470
in the prior year. Revenue increased by $88,852 to $91,876 for the six months
ended June 30, 2008 from $3,024 in the prior year. The business has been running
in a severely diminished mode due to the lack of liquidity during the comparable
quarters in 2007. We expect  increased, though not necessarily
sufficient, operating results until such time that we can raise a sufficient
amount of capital to provide the resources required that would enable us to
generate significant sales.
 
 Our cost
of revenues during the three months ended June 30, 2008 and 2007 are primarily
comprised of (1) cost of goods sold: greater than 100% and -0-%, respectively,
and (2) selling general and administrative expenses: greater than 100% and
greater than 100%, respectively. Cost of sales on a consolidated basis increased
$30,771 to $30,771 for the three months ended June 30, 2008, from $-0- in the
three months ended March 31, 2007, reflecting the increased business
activities following the financing in 2007 and the software development project
in 2008.
 
 Our cost
of revenues during the six months ended June 30, 2008 and 2007 are primarily
comprised of (1) cost of goods sold: greater than 100% and greater than 100%,
respectively, and (2) selling general and administrative expenses: greater than
100% and greater than 100%, respectively. Cost of sales on a consolidated basis
increased $111,800 to $120,319 for the six months ended June 30, 2008, from
$8,519 in the six months ended June 30, 2007, reflecting the increased business
activities following the financing in 2007 and the software development project
in 2008.
 
 Selling
general and administrative expenses increased by $106,798, from $1,723 to
$108,521 for the three months ended June 30, 2007 and 2008, respectively.
Selling general and administrative expenses increased by $211,125, from $6,901
to $218,026 for the six months ended June 30, 2007 and 2008, respectively. The
balances increased due to our operations increasing thereby resulting in
increased payroll, increased contract labor and increased legal and accounting
services.
 
 Other
expenses for the three months ended June 30, 2008 include interest expense of
$18,997 directly attributable to the notes payable in the three months ended
March 31, 2008.  Interest expense for the three months ended March 31,
2007 was $38,461.  Other expenses including interest expense for six
months ended June 30, 2008 and 2007 was $37,994 and $76,922
respectively.
 
 As a
result of the foregoing we had a net (loss) of $(157,512) for the three months
ended June 30, 2008 compared to a (loss) of $(38,714) in the three months ended
June 30, 2007.
 
 We
had a net (loss) of $(284,463) for the six months ended June 30, 2008 compared
to a loss of $(89,318) in the six months ended June 30, 2007.
 
 Liquidity and Capital Resources
 
 Our
financial and liquidity position improved as exhibited by our cash and cash
equivalents of $51,649 at June 30, 2008. At June 30, 2007, cash and cash
equivalents was $3,145. This increase of $48,504 was the result of equity
financing in the second half of 2007. There were capital expenditures of $3,031
in the six months ended June 30, 2008 compared to $0 for 2007.
 
 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. We have no current arrangements with respect to
additional financing and there can be no assurance that any such financing would
become available. The additional capital that we did secure enabled us to bid on
new business. There can be no assurance that any such new business would be sold
in the future.
 
 Item
3. Controls And Procedures
  As of
June 30, 2008, 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 June
30, 2008.
  Changes in Internal Control
Over Financial Reporting
 During
the second quarter of 2008, 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.
 
 8
 
 
 PART
II OTHER INFORMATION
  Item 1.
Legal Proceedings.
 
 None.
  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:
October 1, 2009
  WORLDS.COM
INC.
 
 /s/ Thomas
      Kidrin
                By:Thomas
      Kidrin
                President,
      CEO and Treasurer
                
                /s/ Christopher
      Ryan
                By:Christopher
      Ryan
                Chief
      Financial Officer and
                Principal
      Accounting 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.