UNITED
      STATES


SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C.
        20549
 
 FORM
        10-Q
  
 (X)
        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
        1934:
  For
        the Quarterly Period ended March 31, 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                     (I.R.S.
                  Employer ID No.)
                incorporation
                  or organization)
  11
        Royal
        Road
 Brookline,
        MA
        02445
 (Address
        of principal executive offices)
 
 (617)
        725-8900
 (Issuer's
        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 Exchange Act 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 May
        10, 2008, 50,642,157 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, 2008
                
                3Condensed
                    Statements of Operations for the three months ended March 31,
                    2008 and
                    2007
                
                4Condensed
                    Statements
                    of Cash Flows for the three months ended March 31, 2008 and
                    2007
                
                5Notes
                    to Condensed  Financial Statements
                
                6
                    to 7
  2
  Worlds.,com,
                    Inc.
                  Balance Sheets
                  (Unaudited)
                  As of March 31, 20082008Current
                    AssetsCash
                    and cash
                    equivalents
                
                $
                192,374Total
                    Current
                    Assets
                
                
                192,374Property,
                    equipment software
                    dev  net ofaccumulated
                    depreciation
                
                
                10,109TOTAL
                    ASSETS
                
                $
                202,483Current
                    LiabilitiesAccounts
                    payable
                
                
                70,390Accrued
                    expenses
                
                
                40,000Deferred
                    Revenue
                
                
                631,950Total
                    Current
                    Liabilities
                
                
                742,340Stockholders
                    Equity
                    (Deficit)Common
                    stock
                
                
                50,540Additional
                    Paid in
                    Capital
                
                
                21,263,052Accumulated
                    Deficit
                
                
                (21,853,450
                )Total
                    stockholders
                    deficit
                
                $
                (539,857
                )Total
                    Liabilities and stockholders
                    deficit
                
                $
                202,483
  3
  Worlds.com,
                    Inc.
                  Statements of Operations
                  (Unaudited)
                  For the three months ended March
                    31, 2008
                    and 20072008
                
                
                2007RevenuesRevenue
                
                $
                91,099
                
                
                $
                1,554Total
                
                
                
                91,099
                
                
                
                1,554Cost
                    and
                    ExpensesCost
                    of
                    Revenue
                
                
                89,548
                
                
                
                8,519Selling
                    General &
                    Admin
                
                
                109,505
                
                
                
                5,178Operating
                    loss
                
                
                (107,955
                )
                
                
                (12,143
                )Other
                    Income
                    (Expense)Interest
                    Income
                
                
                -Interest
                    Expense
                
                
                
                
                
                
                (38,461
                )Debt
                    forgiven
                
                
                1,210,763
                
                
                
                -Net
                    Income
                
                $
                1,102,809
                
                
                $
                (50,604
                )
  4
  Worlds.com, Inc.
                  Statements of Cash Flows
                  For the three months ended March
                    31, 2008
                    and 20072008
                
                
                2007Cash
                    flows from operating
                    activitiesNet
                    Income/(loss)
                
                $
                1,102,809
                
                
                $
                (50,604
                )Adjustments
                    to reconcile net loss
                    to net cash usedin
                    operating
                    activitiesDep
&
                    amort
                
                
                781
                
                
                
                -Deferred
                    costs
                
                
                55,695
                
                
                
                -Prepaid
                    expenses and other current
                    assets
                
                
                9,860
                
                
                
                -accounts
                    payable and accrued
                    expenses
                
                
                (609,315
                )
                
                
                44,461Loan
                
                
                (759,872
                )
                
                
                7,500Net
                    cash used in operating
                    activities
                
                
                (200,042
                )
                
                
                1,357Cash
                    flows from investing
                    activitiesAcquisition
                    of property and
                    equipment
                
                
                (1,516
                )Net
                    cash used in investing
                    activities
                
                
                (1,516
                )
                
                
                -Cash
                    flows from financing
                    activitiesConversion
                    of debt to
                    equity
                
                
                122,598
                
                
                
                -Net
                    cash provided from investing
                    activities
                
                
                122,598
                
                
                
                -Net
                    increase(decrease) in
                    cash
                
                
                (78,960
                )
                
                
                1,357Cash
                    beginning of
                    period
                
                
                271,334
                
                
                
                2,041Cash
                    end of
                    period
                
                $
                192,374
                
                
                $
                3,398Supplemental
                    disclosure of cash
                    flow information:Cash
                    paid during the year
                    forInterest
                
                
                -
                
                
                
                -Income
                    taxes
                
                
                -
                
                
                
                -
  5
  Worlds.com
        Inc.
 NOTES
        TO
        FINANCIAL STATEMENTS
 Three
        Months Ended March 31, 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 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 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.  The Company has
        been operating at a significantly reduced capacity in recent years with no
        full
        time employees 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, 2008 total
        $10,109.
  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.
 
 Deferred
        revenue represents cash payments received in advance to be recorded as licensing
        revenue as earned.
  6
  Worlds.com
          Inc.
 NOTES
          TO
          FINANCIAL STATEMENTS
 Three
          Months Ended March 31, 2008
 (Unaudited)
 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 no long term or short term notes outstanding at March 31,
        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 the Company.
  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, 2008 the Company 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 the Company for unpaid legal
        fees
        and other debt in the aggregate amount of $182,075.24. During the quarter
        the
        Company and the vendor settled the dispute by issuing common stock in settlement
        of the debt.
  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 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.
  7
  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 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:
 
 cost
            of
            revenues; and 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.
  8
  RESULTS
        OF OPERATIONS
 
 Our
        net
        revenues for each of the three months ended March 31, 2008 and 2007 were
        $91,099
        and $1,554, 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
        months ended March 31, 2008 compared to three months ended March 31,
        2007
 
 Revenue
        increased by $89,545, to $91,099 for the three months ended March 31, 2008
        from
        $1,554 in the prior year.  The business has been running in a severely
        diminished mode due to the lack of liquidity during the comparable quarter
        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 sales.
 
 Our
        cost
        of revenues during the three months ended March 31, 2008 and 2007 are primarily
        comprised of (1) cost of goods sold: 45% and 62%, respectively, and (2) selling
        general and administrative expenses: 55% and 38%, respectively.  Cost
        of sales on a consolidated basis increased $81,029 to $89,548 for the three
        months ended March 31, 2008, from $8,519 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.
 
 Selling
        general and administrative expenses increased by approximately $104,327,
        from
        $5,178 to approximately $109,505 for the three months ended March 31, 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.
 
 Extraordinary
        gains of $1,210,763 and $0 were recorded in the three months ended 2008 and
        2007, respectively. This pertained to debt that was legally extinguished
        due to
        expiration of the statute of limitations for such debts under state
        laws.
 
 As
        a
        result of the foregoing we had net income of $1,102,809 for the three months
        ended March 31, 2008 compared to a loss of $50,604 in the three months ended
        March 31, 2007 although as disclosed above the gain resulted from
        non-operational bookkeeping entries from the extinguishment of
        debt.
  Liquidity
        and Capital Resources
 
 Our
        financial and liquidity position improved as exhibited by our cash and cash
        equivalents of $192,374 at March 31, 2008.  At March 31, 2007,
        cash and cash equivalents was $3,398.  This increase of $188,976 was
        the result of equity financing in the second half of 2007.  There were
        capital expenditures of $1,516 in the three months ended March 31, 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
        March 31, 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 March 31, 2008.
  Changes
        in Internal Control
        Over Financial Reporting
 During
        the 2008 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.
  9
 
 PART
        II OTHER INFORMATION
  Item
        1.
        Legal Proceedings.
 
 In
        Graubard Miller f/k/a Graubard Mollen Miller v. Worlds Inc. (our former name)
        in
        the United States District Court, Southern District of New York, the court
        granted summary judgment against us in the aggregate amount of $182,075.24
        for
        unpaid legal fees and expenses and an unpaid note. $122,598 was reserved
        on our
        balance sheet for this judgement.  However we settled this judgement
        in the first quarter of 2008 through the issuance of 400,000 shares of common
        stock.
  Item
        1A.
        Risk Factors
  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 2007
        Annual Report on Form 10-KSB. There have been no material changes from the
        risk
        factors previously disclosed in our 2007 Annual Report on
        Form 10-KSB.
  Item
        2.
        Unregistered Sales of equity Securities and Use of Proceeds
 
 On
        December 31, 2007, the Company had
        5,411,764 shares of common stock that were subscribed but not yet
        issued.  The Company issued those shares of common stock during the
        quarter.  Also during the quarter, the Company settled it’s lawsuit
        with Graubard Miller f/k/a Graubard Mollen Miller.  The settlement was
        for 400,000 shares of stock.
  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
 
 10
 
 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.
  11
 
 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
        10, 2008
  WORLDS.COM
        INC.
 
 By: /s/
                  Thomas Kidrin
                Thomas
                  Kidrin
                President,
                  CEO and Treasurer
                
                By: /s/
                  Christopher Ryan
                Christopher
                  Ryan
                Chief
                  Financial Officer and
                Principal
                  Accounting Officer
 
 12
  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.