UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C.
      20549





FORM
      10-QSB







(X)
      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
      1934:




For
        the Quarterly Period ended June 30, 2007
  (
      )
      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)




Check
      whether the Issuer (1) 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 [ ] No [ X
      ]








As
      of
      March 4, 2008, 49,830,393 shares of the Issuer's Common Stock were
      outstanding.




Transitional
      Small Business Disclosure Format (check one): Yes [  ] No [X]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [  ] No [X]















PART
      I – FINANCIAL INFORMATION





Item
      1.  Financial Statements





PageCondensed
                Balance Sheets as of June 30, 2007
            
            3Condensed
                Statements of Operations for the three and six months ended June 30,
                2007 and 2006
            
            4Condensed
                Statement of Cash Flows for the six months ended June 30, 2007 and
                2006
            
            5Notes
                to Financial Statemen
            
            6-9


2


Worlds.com,
                Inc.
              Balance
                Sheets
              (Unaudited)
              As
                of June
                30, 2007Current
                AssetsCash
                and cash
                equivalents
            
            $
            3,145Accounts
                recievable
            
            
            -Prepaid
                Expenses
            
            
            -Inventory
            
            
            -Total
                Current
                Assets
            
            
            3,145Property,
                equipment software
                dev  net of
            
            
            -accumulated
                depreciationTOTAL
                ASSETS
            
            $
            3,145Current
                LiabilitiesAccounts
                payable
            
            
            1,145,704Accrued
                expenses
            
            
            1,297,718Deferred
                Revenue
            
            
            631,950Current
                maturities notes
                payable
            
            
            1,855,171Total
                Current
                Liabilities
            
            
            4,930,543Stockholders
                Equity
                (Deficit)Common
                stock
            
            
            33,824Additional
                Paid in
                Capital
            
            
            20,146,723Accumulated
                Deficit
            
            
            (25,107,945
            )Total
                stockholders
                deficit
            
            
            (4,927,398
            )Total
                Liabilities and stockholders
                deficit
            
            $
            3,145The
                accompanying notes are an integral part of these financial
                statements.


3


Worlds.com,
                  Inc.
                Statements of
                  Operations
                (Unaudited)
                For
                  the
                  three and six months ended June 30, 2007 and 2006Six
                  months ended June
                  30,
              
              
              Three
                  months ended June
                  30,2007
              
              
              2006
              
              
              2007
              
              
              2006RevenuesRevenue
              
              $
              3,024
              
              
              $
              -
              
              
              $
              1,470
              
              
              $
              -Total
              
              
              
              3,024
              
              
              
              -
              
              
              
              1,470
              
              
              
              -Cost
                  and
                  ExpensesCost
                  of
                  Revenue
              
              
              8,519
              
              
              
              -
              
              
              
              -
              
              
              
              -Selling
                  General &
                  Admin
              
              
              6,901
              
              
              
              1,389
              
              
              
              1,723
              
              
              
              611Operating
                  income
                  (loss)
              
              
              (12,396
              )
              
              
              (1,389
              )
              
              
              (253
              )
              
              
              (611
              )Other
                  Income
                  ExpenseInterest
                  Income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Interest
                  Expense
              
              
              76,922
              
              
              
              76,922
              
              
              
              38,461
              
              
              
              38,461Offering
                  Expense
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
                  Loss
              
              $
              (89,318
              )
              
              $
              (78,311
              )
              
              $
              (38,714
              )
              
              $
              (39,072
              )The
                  accompanying notes are an integral part of these financial
                  statements.
  4
   Worlds.com,
                  Inc.
                Statements
                  of Cash Flows
                (Unaudited)
                For
                  the
                  six months ended June 30, 2007 and 20062007
              
              
              2006Cash
                  flows from operating
                  activitiesNet
                  Income/(loss)
              
              $
              (89,318
              )
              
              $
              (78,311
              )Adjustments to reconcile net loss to net cash usedin
                  operating
                  activitiesDep
&
                  amort
              
              
              -
              
              
              
              -Accretion
                  of deferred
                  revenue
              
              
              -
              
              
              
              -Accounts
                  receivable
              
              
              -
              
              
              
              -Prepaid
                expenses and other current
                assets
              -
              
              
              
              -Inventories
              
              
              -
              
              
              
              -Accounts
                  payable and accrued
                  expenses
              
              
              82,922
              
              
              
              76,922Loan
              
              
              7,500
              
              
              
              2,000Net
                  cash used in operating
                  activities
              
              
              1,104
              
              
              
              611Cash
                  flows from investing
                  activitiesAcquisition
                  of property and
                  equipment
              
              
              -
              
              
              
              -Net
                  cash used in investing
                  activities
              
              
              -
              
              
              
              -Cash
                  flows from financing
                  activitiesNet
                  cash provided from investing
                  activities
              
              
              -
              
              
              
              -Net
                  increase(decrease) in
                  cash
              
              
              1,104
              
              
              
              611Cash
                  beginning of
                  period
              
              
              2,041
              
              
              
              3,373Cash
                  end of period
              
              $
              3,145
              
              
              $
              3,984Supplemental
                  disclosure of cash
                  flow information:Cash
                  paid during the year
                  forInterest
              
              
              -
              
              
              
              -Income
                  taxes
              
              
              -
              
              
              
              -The
                  accompanying notes are an integral part of these financial
                  statements.
  5




Worlds.com,
      Inc.


NOTES
      TO
      FINANCIAL STATEMENTS


Six
      Months Ended June 30, 2007




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 had minimal 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 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 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





There
      is
      no property or equipment owned by the Company as of June 30, 2007.




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.





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.




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.




Recently
        issued accounting standards
 The
          Company has reviewed all recently
          issued, but not yet effective, accounting pronouncements and do not believe
          the
          future adoption of any such pronouncements may beexpected to cause
          a material impact on
          itsconsolidatedfinancial
          condition or the
          results of itsconsolidatedoperations.
 
 In
          September 2006, the FASB issued SFAS No.157, “Fair Value Measurements”
          (“SFAS 157”), which defines fair value, establishes guidelines for measuring
          fair value and expands disclosures regarding fair value measurements. SFAS
          157
          does not require any new fair value measurements but rather eliminates
          inconsistencies in guidance found in various prior accounting pronouncements.
          SFAS 157 will be effective for the Company starting January 1, 2008.
          Earlier adoption is permitted, provided the company has not yet issued
          financial
          statements, including for interim periods, for that fiscal year. The Company
          is
          currently evaluating the impact of SFAS 157 on its consolidated financial
          position, cash flows and results of operations.
 
 On
          February15, 2007, the Financial
          Accounting
          Standards Board (“FASB”)
          issued Statement of Financial
          Accounting Standards No. 159,“The
          Fair Value
          Option for FinancialAssets
          and Financial
          Liabilities—Including
          an
          Amendment of FASB Statement No.115”(“SFAS
          159”). This standard
          permits an entity to
          measure financial instruments and certain other items at estimated fair
          value.
          Most of the provisions of SFAS No. 159 areelective; however,
          the amendment to FASB
          No. 115,“Accounting
          for
          Certain Investments in Debt and Equity Securities,”applies to all entities
          that own trading
          and available-for-sale securities. The fair value option created by SFAS
          159
          permits an entity to
          measure eligible items at fair value as of specified election dates. The
          fair
          value option (a) may generally be applied instrument by instrument,
          (b) is irrevocable unless a new election date occurs, and (c) must be
          applied to the entire instrument andnot
          to only a portion of the instrument.
          SFAS 159 is effective as of the beginning of the first fiscal year that
          begins
          afterNovember 15,
          2007. Early adoption
          is
          permitted as of the beginning of the previous fiscal year provided that
          the
          entity (i) makes that
          choice in the first 120 days of that year, (ii) has not yet issued
          financial statements for any interim period of such year, and (iii) elects
          to apply the provisions of FASB 157. Management is currently evaluating
          the
          impact of SFAS 159, if any, on theCompany’s
          financial
          statements.
 
 In
          December 2007, the FASB issued two new statements: (a.) SFAS No. 141(revised
          2007), Business
          Combinations, and (b.) No. 160, Noncontrolling
          Interests in
          Consolidated Financial Statements.These statements are effective for
          fiscal years beginning after December 15, 2008 and the application of these
          standards will improve, simplify and converge internationally the accounting
          for
          business combinations and the reporting of noncontrolling interests in
          consolidated financial statements.  The Company is in the process of
          evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and does not
          anticipate that the adoption of these standards will have any impact on
          its
          consolidated financial statements.
 
 (a.)  SFAS
          No. 141 (R) requires an acquiring entity in a business combination to:
          (i)
          recognize all (and only) the assets acquired and the liabilities assumed
          in the
          transaction, (ii) establish an acquisition-date fair value as the measurement
          objective for all assets acquired and the liabilities assumed, and (iii)
          disclose to investors and other users all of the information they will
          need to
          evaluate and understand the nature of, and the financial effect of, the
          business
          combination, and, (iv) recognize and measure the goodwill acquired in the
          business combination or a gain from a bargain purchase.
 
 (b.)
          SFAS
          No. 160 will improve the relevance, comparability and transparency of financial
          information provided to investors by requiring all entities to: (i) report
          noncontrolling (minority) interests in subsidiaries in the same manner,
          as
          equity but separate from the parent’s equity, in consolidated financial
          statements, (ii) net income attributable to the parent and to the
          non-controlling interest must be clearly identified and presented on the
          face of
          the consolidated statement of income, and (iii) any changes in the parent’s
          ownership interest while the parent retains the controlling financial interest
          in its subsidiary be accounted for consistently.


NOTE
      2 -
      GOING CONCERN





Since
      mid
      2001 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. Over the
      last six years, the Company has had 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 have a
      material adverse effect on the Company, including possibly requiring the Company
      to permanently 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.





NOTE
      4 –
NOTES PAYABLE





Short-term
      debt at June 30, 2007 consists of the following:





The
      Company has promissory notes payable due to four shareholders. The principal
      amounts are, $124,230, $635,642, $631,950 and $350,000 with interest accruing
      at
      8% per annum, 10% per annum, 5% per annum, and 6% per annum, respectively.
      The
      principal amounts plus all accrued interest are past due.





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.


NOTE 5
        - COMMITMENT 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 June 30, 2007 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, a reverse has been
        recorded on the balance sheet for this liability.


6





Item
      2. Management's Discussions and Analysis of Financial Condition and Results
      of
      Operations




3
        month
        Comparisons to be inserted per Irv’s comments.
  RESULTS
        OF OPERATIONS
 
 Our
        net
        revenues for each of the three month periods ended June 30, 2007 and 2006
        were
        $1,470 and $0, respectively.  Management believes that this increase
        was due to VIP memberships but that the amount of business from dramatically
        reduced operations is inconsequential.
 
 Three
        months ended June 30, 2007 Compared to three months ended June 30, 2006
 
 Revenue
        increased by $1,470, to $1,470 for the three months ended June 30, 2007 from
        $0
        in the prior year.  The business restarted its 3D world and started
        selling VIP subscriptions during 2007 but the Company is still running in
        a
        severely diminished mode due to the lack of liquidity and may again have
        to
        cease operations.  We expect minimal operating results until such time
        that we can raise additional capital to provide the resources required that
        would enable us to generate sales.
 
 Our
        cost
        of revenues during the three months ended June 30, 2007 and 2006 are primarily
        comprised of (1) cost of goods sold 0% and 0%, respectively, (2) selling
        general
        and administrative expenses 100% and 100%, respectively).
 
 Selling
        general and administrative expenses increased by approximately $1,112, from
        $611
        to approximately $1,723 for the three months ended June 30, 2006 and 2007,
        respectively.  The balances are so low that any change is irrelevant
        to the operations of the Company.
 
 Other
        expenses include interest expense of $38,461 directly attributable to the
        notes
        payable in the three months ended June 30, 2007.  Interest expense in
        the three months ended June 30, 2006 was also $38,461.
 
 As
        a
        result of the foregoing we incurred a net loss of $38,714 for the three months
        ended June 30, 2007 compared to a loss of $39,072 in the three months ended
        June
        30, 2006.


Forward
      Looking Statements





When
      used
      in this Form 10-QSB 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,
      as well as with the audited financial statements and related notes and risk
      factors included in our Annual Report on Form 10-KSB for the most recently
      completed fiscal year.





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 leveraged our 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 operations
      and other sources of capital were not available. Since that time we have had
      to
      essentially curtail our operations in order to remain alive.





Revenues





We
      generated very little or no revenue during the quarter as we have significantly
      curtailed operations since mid 2001.  The revenue that was earned
      during the quarter was generated through VIP
      subscriptions to our Worlds Ultimate 3-D Chat service.




Expenses





We
      classify our expenses into two broad groups:





o        cost
      of revenues; and





o        selling,
      general and administration.





During
      the quarter, our operations were minimal.





Liquidity
      and Capital Resources





We
      have
      had to severely diminish our operations since mid 2001 due to a lack of
      liquidity.  We intend to try to continue to operate in this manner
      until we find an additional source 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.  We may need
      to completely halt all operations for an indefinite period of time.





RESULTS
      OF OPERATIONS





Our
      net
      revenues for each of the six months ended June 30, 2007 and 2006 were $3,024
      and
      $0, respectively.  Management believes that this increase was due to
      the sale of a limited number of VIP memberships during 2007 but that the amount
      of business from dramatically reduced operations is
      inconsequential.





7





Six
      months ended June 30, 2007 compared to six months ended June 30,
      2006





Revenue
      increased by $3,024, to $3,024 for the six months ended June 30, 2007 from
      $0 in
      the prior year.  During this period in 2007 we
      restarted our 3D world and commenced selling VIP subscriptions
      but the Company is still running in a severely diminished mode due to the lack
      of liquidity and may again have to cease operations.  We expect
      minimal operating results until such time that we can raise additional capital
      to provide the resources required that would enable us to generate
      sales.





Our
      cost
      of revenues during the six months ended June 30, 2007 and 2006 are primarily
      comprised of (1) cost of goods sold - 55% and 0%, respectively, and (2) selling
      general and administrative expenses - 45% and 100%,
      respectively.  Cost of sales increased $8,519, to $8,519 for the six
      months ended June 30, 2007, from $0 in the six months ended June 30,
      2006.  Reason for this increase was that we restarted our 3D world
      and commenced selling VIP subscriptions in the six months ended June 30,
      2007.





Selling
      general and administrative expenses increased by approximately $5,512, from
      $1,389 to approximately $6,901 for the six months ended June 30, 2006 and 2007,
      respectively.  The balances are so low that any change is irrelevant
      to the operations of the Company.





Other
      expenses include interest expense of $76,922 directly attributable
      to outstanding notes payable in the six months ended June 30,
      2007.  Interest expense in the six months ended June 30, 2006 was also
      $76,922





As
      a
      result of the foregoing we incurred a net loss of $89,318 for the six months
      ended June 30, 2007 compared to a loss of $78,311 in the six months ended June
      30, 2006.





Liquidity
      and Capital Resources





Our
      financial and liquidity position remained weak as exhibited by our cash, cash
      equivalents, short-term marketable securities and marketable equity securities
      of $3,145 at June 30, 2007.  Cash, cash equivalents, short-term
      marketable securities and equity securities was $2,041 at December 31,
      2006.  This increase of $1,104 was the net result of cash used in
      operating activities.  There were no capital expenditures and no
      financing activities.





Historically,
      our primary cash requirements have been used 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.  We will continue to operate in this manner until we find
      an additional source 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.  We may need to permanently
      halt all operations.





Item
      3. Controls And Procedures




We
      maintain disclosure controls and procedures designed to ensure that information
      required to be disclosed in reports filed under the Securities Exchange Act
      of
      1934 (“Exchange Act”) is recorded, processed, summarized and reported within the
      specified time periods. Our Chief Executive Officer and our Chief Financial
      Officer (collectively, the “Certifying Officers”) are responsible for
      maintaining our disclosure controls and procedures. The controls and procedures
      established by us are designed to provide reasonable assurance that information
      required to be disclosed by the issuer in the reports that it files or submits
      under the Exchange Act are recorded, processed, summarized and reported within
      the time periods specified in the Commission’s rules and forms.




During
      the first quarter of 2008, our Certifying Officers evaluated the
      effectiveness of our disclosure controls and procedures. As of the end of the
      period covered by this report based on the evaluation, the Certifying Officers
      concluded that our disclosure controls and procedures were effective to provide
      reasonable assurance that information required  to be disclosed by us in
      the reports that we file or submit under the Exchange Act is recorded,
      processed, summarized and reported, within the time periods specified in the
      applicable rules and forms, and that it is accumulated and communicated to
      our
      management, including the Certifying Officers, as appropriate to allow timely
      decisions regarding required disclosure. This conclusion
      notwithstanding you are advised that no system is 100% foolproof.





8




PART
      II OTHER INFORMATION




Item
      1.
      Legal Proceedings.










Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds





None.




Item
        3.  Defaults Upon Senior Securities.
 
 During
        the quarter covered by this Report, we defaulted on $1,741,822 payment of
        principal and $961,525 of interest with respect to outstanding promissory
        notes.  As of the date of the filing of this report we have
        $759,872 outstanding in arrearages.


Item
      4.
      Submission of Matters to a Vote of Security Holders.





None.




Item
      5.
      Other Information





None.





Item
      6.
      Exhibits




Certification
      of Chief Executive Officer


Exhibit
      31.2 Certification
      of Chief Financial Officer


Exhibit
      32.1 Statement
      required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the
      Sarbanes-Oxley Act of 2002.


Statement
      required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the
      Sarbanes-Oxley Act of 2002.




(b)
      Reports on Form 8-K




None.




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:
      March 4, 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





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.