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, 2002




(
      )
      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, 2002
            
            3Condensed 
                Statements of Operations for the three and six months ended June
                30, 2002
                and 2001
            
            4Condensed Statements
                of Cash Flows for the six months ended June 30, 2002 and
                2001
            
            5Notes
                to Condensed Financial Statements
            
            6-9





2




Worlds.com,
                  Inc
                Balance
                  Sheets
                (Unaudited)
                As
                  of June
                  30, 2002Current
                  AssetsCash
                  and cash
                  equivalents
              
              $
              41,202Accounts
                  recievable
              
              
              -Prepaid
                  Expenses
              
              
              -Inventory
              
              
              -Total
                  Current
                  Assets
              
              
              41,202Property,
                  equipment
                  software dev  net of
              
              
              -accumulated
                  depreciationTOTAL
                  ASSETS
              
              $
              41,202Current
                  LiabilitiesAccounts
                  payable
              
              
              1,145,704Accrued
                  expenses
              
              
              750,428Deferred
                  Revenue
              
              
              631,950Current
                  maturities notes
                  payable
              
              
              2,183,212Total
                  Current
                  Liabilities
              
              
              4,711,293Stockholders
                  Equity
                  (Deficit)Common
                  stock
              
              
              33,824Additional
                  Paid in
                  Capital
              
              
              20,146,723Accumulated
                  Deficit
              
              
              (24,850,637
              )Total
                  stockholders
                  deficit
              
              $
              (4,670,091
              )Total
                  Liabilities and
                  stockholders deficit
              
              $
              41,202The
                  accompanying notes are an integral part of these financial
                  statements.




3




Worlds.com, Inc.
                Statements of operations
                (Unaudited)
                For the months ended June
                  30, 2001
                  and 2002Six
                  months ended June
                  30,
              
              
              Three
                  months ended June
                  30,2002
              
              
              2001
              
              
              2002
              
              
              2001RevenuesRevenue
              
              $
              122,246
              
              
              $
              530,546
              
              
              $
              38,298
              
              
              $
              352,791Revenue
                  from terminated
                  contract
              
              
              -
              
              
              
              834,722
              
              
              
              -
              
              
              
              -Total
              
              
              
              122,246
              
              
              
              1,365,268
              
              
              
              38,298
              
              
              
              352,791Cost
                  and
                  ExpensesCost
                  of
                  Revenue
              
              
              38,874
              
              
              
              223,237
              
              
              
              24,360
              
              
              
              28,957Selling
                  General &
                  Admin
              
              
              (22,879
              )
              
              
              1,973,071
              
              
              
              (24,695
              )
              
              
              605,174Operating
                  income
                  (loss)
              
              
              106,252
              
              
              
              (831,040
              )
              
              
              38,633
              
              
              
              (281,340
              )Other
                  Income
                  ExpenseInterest
                  Income
              
              
              -
              
              
              
              6,053
              
              
              
              
              
              
              
              33Interest
                  Expense
              
              
              76,922
              
              
              
              825,235
              
              
              
              38,461
              
              
              
              -Offering
                  Expense
              
              
              -
              
              
              
              208,880
              
              
              
              
              
              
              
              -Net
                  Loss
              
              $
              29,330
              
              
              $
              (1,859,102
              )
              
              $
              172
              
              
              $
              (281,307
              )The
                  accompanying notes are an integral part of these financial
                  statements.




4







Worlds.com, Inc.
                Statements of Cash Flows
                (Unaudited)
                For six months ended June
                  20022002
              
              
              2001Cash
                  flows from operating
                  activitiesNet
                  Income/(loss)
              
              $
              29,330
              
              
              $
              (1,859,102
              )Adjustments
                  to reconcile net loss
                  to net cash usedin
                  operating
                  activitiesDep
&
                  amort
              
              
              
              
              
              
              185,989Accretion
                  of deferred
                  revenue
              
              
              (66,937
              )
              
              
              (774,639
              )Consulting
                  expense related to the
                  insuranceof
                  stock
                  options
              
              
              -
              
              
              
              165,000Interest
                  expense on beneficial
                  conversionfeature
                  in private
                  placement
              
              
              -
              
              
              
              746,381Accounts
                  receivablePlacement
                  fee and bonus
                  expense paidwith
                  convertible
                  notes
              
              
              -
              
              
              
              95,000Changes
                  in operating assets and
                  liabilitiesAccounts
                  receivable
              
              
              -
              
              
              
              175,608Prepaid
                  expenses and other
                  current assets
              
              
              -
              
              
              
              218,087inventories
              
              
              -
              
              
              
              83,978accounts
                  payable and accrued
                  expenses
              
              
              70,922
              
              
              
              (229,962
              )Loan
              
              
              2,000
              
              
              
              -Net
                  cash used in operating
                  activities
              
              
              35,315
              
              
              
              (1,193,660
              )Cash
                  flows from investing
                  activitiesAcquisition
                  of property and
                  equipment
              
              
              -
              
              
              
              -Addition
                  to software development
                  costs
              
              
              -
              
              
              
              (90,404
              )Net
                  cash used in investing
                  activities
              
              
              -
              
              
              
              (90,404
              )Cash
                  flows from financing
                  activitiesProceeds
                  from sale of convertible
                  notes
              
              
              -
              
              
              
              1,250,000Net
                  cash provided from
                  investing activities
              
              
              -
              
              
              
              1,250,000Net
                  increase(decrease) in
                  cash
              
              
              35,315
              
              
              
              (34,064
              )Cash
                  beginning of
                  period
              
              
              5,888
              
              
              
              40,489Cash
                  end of
                  period
              
              $
              41,202
              
              
              $
              6,425Supplemental
                  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, 2002




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, 2002.




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.




6




Commitments
      and Contingencies





During
      2000 the Company was involved in a lawsuit relating to unpaid consulting
      services. On March 20, 2001 a judgment against the Company was rendered for
      approximately $205,000.  As of June 30, 2002 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




Since
      mid
      2001 the Company has had to significantly curtail and essentially 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 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.




Short-term
        debt at June 30, 2002 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.




7





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





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 out 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. 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 generated
      since that time was generated in the following manner:




o        the
      production of 3D promotion sites for third parties;





o        VIP
      subscriptions to our Worlds Ultimate 3-D Chat service; and/or





o        development,
      licensing and operation of 3D chat and entertainment
      sites for third parties;




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.




8





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, 2002 and 2001 were $122,246
      and $1,365,268, respectively.  For the six months ending June 30, 2002
      we recognized as revenue three non-refundable payments from customers who
      terminated their agreements.  The amount recognized as revenue from
      these non-refundable payments totaled $76,747 for the period ending June 30,
      2002.   For the six months ended June 30, 2001 we recognized as
      revenue non-refundable payments under a canceled contract an amount of
      $834,722.  Revenue for the six months ended June 30, 2002 and 2001
      without these revenues would have been $45,499 and $530,546
      respectively.   Management believes that the cancellation of
      these agreements was due to the deteriorating internet market, which led our
      customers to stop their internet expansions plans which included our
      worlds.  This deteriorating internet market led to the reduction in
      revenues forcing the company to severely curtail operations and at times halt
      operations.





Six
      months ended June 30, 2002 compared to six months ended June 30,
      2001





Revenue
      decreased by $1,243,022, to $122,246 for the six months ended June 30, 2002
      from
      $1,365,268 in the prior year.  The business has been running in a
      severely diminished mode and at times had to halt 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, 2002 and 2001 are primarily
      comprised of (1) cost of goods sold and (2) selling general and administrative
      expenses.  Cost of sales on a consolidated basis decreased $184,363,
      or 83%, to $38,874 for the six months ended June 30, 2002, from $223,237 in
      the
      six months ended June 30, 2001.  Management believes the decrease
      was due to our customers canceling their contracts forcing us to severely cut
      back on operations starting in 2001 and forcing us to halt operations at times
      in 2002.





Selling
      general and administrative expenses was negative $22,879 for the six months
      ended June 30, 2002.  For the six months ended June 30, 2001 selling
      general and administrative expenses was $1,973,071.  The decrease is
      due to the Company halting operations during the six months ended June 30,
      2002
      due to the fall out in the internet market.  The negative balance is
      due to the reversing of several accruals that never materialized due to
      contracts being cancelled.





Other
      expenses include interest expense of $76,922 directly attributable to the notes
      payable in the six months ended June 30, 2002.  Other expenses for the
      six months ended June 30, 2001 include interest expense of $825,245 and offering
      expenses of $208,880.  Other income is $0 for the six months ended
      June 30, 2002, compared to $6,053 for the six months ended June 30,
      2001.





As
      a
      result of the foregoing we had net income of $29,329 for the six months ended
      June 30, 2002 compared to a net loss of $1,859,102 in the six months ended
      June
      30, 2001.





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 $41,202 at June 30, 2002.  Cash, cash equivalents, short-term
      marketable securities and equity securities were $5,744 at June 30,
      2001.  This increase of $35,458 was the net result of cash from
      operating 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 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 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.
      Based on the evaluation, the Certifying Officers concluded that our disclosure
      controls and procedures were effective to provide reasonable assurance that
      information required as of the end of the period covered by this report 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.





9




PART
      II OTHER INFORMATION




Item
      1.
      Legal Proceedings.




In
      Cosmo
      Communications v. Worlds, Inc. (our predecessor) in the Superior Court Of New
      Jersey Law Division, Bergen County, the court rendered a decision in favor
      of
      the plaintiff, Cosmo Communications on February 13, 2001. The judgment amount
      entered on March 20, 2001, is approximately $205,000 of which $205,000 is
      accrued. The judgment related to a consulting agreement for raising capital.
      The
      court ruled that the terms of the contract are binding on successors of the
      company and that Worlds.com is a successor company. We have appealed the
      decision.





Item
      2.
      Changes in 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 Form 8-K




(a)
      Exhibits




None.




(b)
      Reports on Form 8-K




None.




10




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




11




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.