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 September 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                                                                                            I.R.S.
Employer ID. No
 Incorporation or Organization
 
 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
November 14, 2008, 52,387,749 shares of the Issuer's Common Stock were
outstanding.
  CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION
  The
discussion contained in this 10-Q under the Securities Exchange Act of 1934, as
amended, contains forward-looking statements that involve risks and
uncertainties. The issuer's actual results could differ significantly from those
discussed herein. These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by words or phrases
such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the
Company believes," "management believes" and similar language, including those
set forth in the discussions under "Notes to Consolidated Financial Statements"
and "Management's Discussion and Analysis or Plan of Operation" as well as those
discussed elsewhere in this Form 10-Q. We base our forward-looking statements on
information currently available to us, and we assume no obligation to update
them. Statements contained in this Form 10-Q that are not historical facts are
forward-looking statements that are subject to the "safe harbor" created by the
Private Securities Litigation Reform Act of 1995.
  
  
  INDEX
      TO FORM 10-QPage
      No.PART IItem
      1.  Consolidated Financial Statements
              3Item
      2.  Management's Discussion and Analysis of Financial Condition And
      Results of Operations
              8Item
      3.  Quantitative and Qualitative Disclosures on Market
      Risk
              9Item
      4T. Controls and Procedures
              9PART
      IIItem
      1.  Legal Proceedings
              10Item
      1A. Risk Factors
              10Item 2.  Unregistered Sales
      of Equity Securities and Use of Proceeds
              10Item
      3.  Defaults Upon Senior Securities
              10Item
      4.  Submission of Matters to a Vote of Security
    Holders
              10Item
      5.  Other Information
              10Item
      6.  Exhibits and Reports on Form 8-K
              10
 
 2
 Table of Contents
 
 ITEM 1. CONSOLIDATED
FINANCIALS
  INDEX
TOWORLDS.COM INC.
CONSOLIDATED FINANCIAL STATEMENTS
 
 WORLDS.COM
INC.                                                                                                                                   PAGE
  Consolidated Balance
Sheet                                                                                                                                4
  Consolidated
Statement of
Operations                                                                                                                  5
  Consolidated
Statement of Cash
Flows                                                                                                                 6
  Notes to
Consolidated Financial
Statements                                                                                                          7
  3
 Table of Contents
  WORLDS.COM
INC.
 CONSOLIDATED
BALANCE SHEET
 SEPTEMBER
30, 2008 (UNAUDITED)
  Cash
      and cash equivalents
                
                
                110,595Certificate
      of Deposit
                
                
                250,000Prepaid
      Expense
                
                
                1,476Total
      Current Assets
                
                
                362,071Property,
      equipment software dev  net ofaccumulated
      depreciation
                
                
                10,062TOTAL
      ASSETS
                
                
                372,133Current
      LiabilitiesAccounts
      payable
                
                
                108,590Accrued
      expenses
                
                
                245,000Deferred
      Revenue
                
                
                631,950Total
      Current Liabilities
                
                
                985,540Stockholders
      Equity (Deficit)Common
      stock
                
                
                50,540Common
      stock Subscribed but not yet issues
                
                
                481,000Additional
      Paid in Capital
                
                
                21,263,052Accumulated
      Deficit
                
                
                (22,408,000
                )Total
      stockholders deficit
                
                
                (613,408
                )Total
      Liabilities and stockholders deficit
                
                
                372,133
 The accompanying notes are an integral
part of these financial statements.
  4
 Table of Contents
  WORLDS.COM INC.
 CONSOLIDATED
STATEMENT OF OPERATIONS
 FOR THE
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 and 2007 (UNAUDITED)
  Nine
      months ended September 30,
                
                
                Three
      months ended September 30,2008
                
                
                2007
                
                
                2008
                
                
                2007RevenuesRevenue
                
                $
                92,141
                
                
                $
                3,980
                
                
                $
                266
                
                
                $
                956Total
      Revenues
                
                
                92,141
                
                
                
                3,980
                
                
                
                266
                
                
                
                956Cost
      and ExpensesCost
      of Revenue
                
                
                136,209
                
                
                
                8,519
                
                
                
                15,889Selling
      G&A
                
                
                393,437
                
                
                
                9,207
                
                
                
                175,411
                
                
                
                2,306Operating
      (Loss)
                
                
                (437,504
                )
                
                
                (13,746
                )
                
                
                (191,034
                )
                
                
                (1,350
                )Other
      Income (Expense)Interest
      Expense
                
                
                
                115,383
                
                
                
                
                
                
                
                38,461Financing
      Expense
                
                
                20,000
                
                
                
                
                
                
                
                20,000Debt
      Forgiven
                
                
                1,005,763Net
      Loss
                
                $
                548,259
                
                
                $
                (129,129
                )
                
                $
                (211,034
                )
                
                $
                (39,811
                )
 The accompanying notes are an integral
part of these financial statements.
  5
 Table of Contents
  WORLDS.COM INC.
 CONSOLIDATED
STATEMENT OF CASH FLOWS
 FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED)
  Cash
      flows from operating activitiesNet
      Income/(loss)
                
                
                548,259Adjustments
      to reconcile net loss to net cash usedin
      operating activitiesDep
      & amort
                
                
                2,344Deferred
      costs
                
                
                55,695Prepaid
      expenses and other current assets
                
                
                8,384Accounts
      payable and accrued expenses
                
                
                (366,115
                )Loan
                
                
                (759,872
                )Net
      cash used in operating activities
                
                
                (511,305
                )Cash
      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
                
                
                122,598Common
      stock subscribed but not yet issued
                
                
                481,000Net
      cash provided from investing activities
                
                
                603,598Net
      increase(decrease) in cash
                
                
                89,261Cash
      beginning of period
                
                
                271,334Cash
      end of period
                
                
                360,595Supplemental
      disclosure of cash flow information:Cash
      paid during the year forInterest
                
                
                -Income
      taxes
                
                
                -
   6
 Table of Contents
  WORLDS.COM
INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
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 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 September 30, 2008 total
$10,062.
 
 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.
  Notes
Payable
 
 The
Company has no long term or short term notes outstanding at September 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 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 September 30, 2008 the Company recorded
a reserve of $205,000 for this lawsuit, which is included in accrued expenses in
the accompanying balance sheet.
 
 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 –
DEFEREED 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
 Table of Contents
  ITEM 2. MANGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
 
 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-K 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.
 
 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
 Table of Contents
  RESULTS
OF OPERATIONS
 
 Our net
revenues for each of the three months ended September 30, 2008 and 2007 were
$266 and $956, respectively.  Management believes that the revenue was
from VIP subscriptions.   This decrease and the amount of
business from operations are still relatively inconsequential.
 
 Three
and nine months ended September 30, 2008 compared to three and nine months ended
September 30, 2007
 
 Three
months ended September 30, 2008 compared to three months ended September 30,
2007
 
 Revenue
decreased by $690, to $266 for the three months ended September 30, 2008 from
$956 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 September 30, 2008 and 2007 are
primarily comprised of (1) cost of goods sold: 8% and 0%, respectively, and (2)
selling general and administrative expenses: 92% and 100%,
respectively.  Cost of sales on a consolidated basis increased $15,889
to $15,889 for the three months ended September 30, 2008, from $0 in the three
months ended September 30, 2007, reflecting the increased business
activities following the financing in late 2007 and the software development
project in 2008.
 
 Selling
general and administrative expenses increased by approximately $173,105, from
$2,306 to approximately $175,411 for the three months ended September 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.
 
 As a
result of the foregoing we had a net loss of $211,034 for the three months ended
September 30, 2008 compared to a loss of $39,811 in the three months ended
September 30, 2007.
  Nine
months ended September 30, 2008 compared to nine months ended September 30,
2007
 
 Revenue
increased by $88,161 to $92,141 for the nine months ended September 30, 2008
from $3,980 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 nine months ended September 30, 2008 and 2007 are
primarily comprised of (1) cost of goods sold: 26% and 48%, respectively, and
(2) selling general and administrative expenses: 74% and 52%,
respectively.  Cost of sales on a consolidated basis increased
$127,690 to $136,209 for the nine months ended September 30, 2008, from $8,519
in the nine months ended September 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 approximately $384,230, from
$9,207 to approximately $393,437 for the nine months ended September 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.
 
 Extraordinary
gains of $1,005,763 and $0 were recorded in the nine 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 $548,259 for the nine months ended
September 30, 2008 compared to a loss of $129,129 in the nine months ended
September 30, 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 $360,595 at September 30, 2008.  At September 30,
2007, cash and cash equivalents was $341,988.  This increase of
$18,607 was the result of another equity financing in the second half of
2008.  There were capital expenditures of $3,031 in the nine months
ended September 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.QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 The
information to be reported under this item is not required of smaller reporting
companies.
 
 ITEM 4T. CONTROLS AND
PROCEDURES.
 
 As of
September 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 September 30, 2008.
  Changes in Internal Control
Over Financial Reporting
 During
the 2008 third 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
 Table of Contents
 
 PART II OTHER
INFORMATION
  Item 1. Legal
Proceedings.
 
 None.
  Item 1A. Risk
Factors
  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 and Reports
on Form8-K
 
 31.1 CEO
Certification Pursuant to Section 302
 31.2 CFO
Certification Pursuant to Section 302
 32.1
CEO Certification Pursuant to Section 906
 32.2 CFO
Certification Pursuant to Section 906
  10
 Table of Contents
  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:
November 14, 2008
  WORLDS.COM
INC.
  /s/ Thomas Kidrin
 Thomas Kidrin
 President, CEO and Treasurer
   By: /s/ Christopher Ryan
 Christopher Ryan
 Chief Financial Officer and
 Principal Accounting Officer
 
 11
 Table of Contents
  
 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.