UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM
10-Q

(X)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the Quarterly Period ended March 31, 2011

( )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from __________________ to __________________

Commission
File number 0-24115

WORLDS
INC.

(not
affiliated with Worldcom, Inc.)
(Exact Name of Registrant as Specified in Its Charter)



|Delaware                       |  | 22-1848316         
|------------------------------ |  | -------------------
|State or Other Jurisdiction of |  | (I.R.S. Employer   
|Incorporation or Organization) |  | Identification No.)



11 Royal RoadBrookline, MA 02445(Address of Principal Executive Offices)

(617) 725-8900(Registrant's Telephone Number, Including Area Code)

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 has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] 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. See the definitions of “large accelerated filer,”  “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large
accelerated filer [ ] Accelerated filer [ ]

Non-accelerated
filer [ ] Smaller reporting company [X]

(Do
not check if a smaller reporting company)





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

As of May 11 , 2011,
85,668,480 shares of the Issuer's Common Stock were outstanding.



(1)







PART I –
FINANCIAL INFORMATION



Item 1. Financial Statements



|                                                                                                      |  | Page |  | 
|----------------------------------------------------------------------------------------------------- |  | ---- |  | 
|                                                                                                      |  |      |  | 
|Condensed Balance Sheets as ofMarch 31, 2011 (unaudited)
    and December 31, 2010 (audited)          |  | 3    |  | 
|Condensed Statementsof Operations for the three months ended March 31, 2011 and 2010 (unaudited)      |  | 4    |  | 
|Condensed Statements of Cash Flows for
    the three months ended March 31, 2011 and 2010 (unaudited) |  | 5    |  | 
|Notes to Condensed
    Financial Statements                                                           |  | 6    |  | 
|                                                                                                      |  |      |  | 





(2)









|Worlds Inc                                                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Balance Sheets                                                                                                                                                       
|March 31, 2011 and December 31, 2010                                                                                                                                 
|                                                                                                                                                                     
|                                                                                                                                                                     
|                                                                                                                                                                     
|Current Assets                                                                                                                                                       
|Cash and cash equivalents                                                                                                                                            
|                                                                                                                                                                     
|                                                                                                                                                                     
|                                                                                                                                                                     
|Total Current Assets                                                                                                                                                 
|                                                                                                                                                                     
|Property and equipment, net of                                                                                                                                       
|accumulated depreciation                                                                                                                                             
|                                                                                                                                                                     
|                                                                                                                                                                     
|TOTAL ASSETS                                                                                                                                                         
|                                                                                                                                                                     
|                                                                                                                                                                     
|                                                                                                                                                                     
|Current Liabilities                                                                                                                                                  
|Accounts payable                                                                                                                                                     
|Accrued expenses                                                                                                                                                     
|Loan payable officer                                                                                                                                                 
|Deferred revenue                                                                                                                                                     
|Notes payable                                                                                                                                                        
|                                                                                                                                                                     
|Total Current Liabilities                                                                                                                                            
|                                                                                                                                                                     
|                                                                                                                                                                     
|Stockholders (Deficit)                                                                                                                                               
|                                                                                                                                                                     
|Common stock (Par value $0.001 authorized 100,000,000 shares, issued and outstanding 67,906,625 and 62,781,122 at March 31, 2011 and December 31, 2010, respectively)
|Common stock subscribed but not yet issued (1,289,072 and 3,358,331 at March 31, 2011 and December 31, 2010, respectively)                                           
|Additional Paid in Capital                                                                                                                                           
|Accumulated Deficit                                                                                                                                                  
|Total stockholders deficit                                                                                                                                           
|                                                                                                                                                                     
|Total Liabilities and stockholders deficit                                                                                                                           
|                                                                                                                                                                     





See Notes to Condensed Financial Statements





(3)









|Worlds Inc                                          
|----------------------------------------------------
|Statements of Operations                            
|Three Months Ended March 31, 2011 and March 31, 2010
|                                                    
|                                                    
|                                                    
|Revenues                                            
|Revenue                                             
|                                                    
|Total Revenue                                       
|                                                    
|                                                    
|Cost and Expenses                                   
|                                                    
|Cost of Revenue                                     
|                                                    
|Gross Profit/(Loss)                                 
|                                                    
|Common Stock issued for services renderred          
|Selling, General & Admin                            
|Salaries                                            
|                                                    
|Operating loss                                      
|                                                    
|                                                    
|Other Income Expense                                
|Interest Expense                                    
|                                                    
|Net (Loss)                                          
|                                                    
|Weighted Average Loss per share                     
|Weighted Average Common Shares Outstanding          





See Notes to Condensed Financial Statements



(4)









|Worlds
    Inc                                                            
|--------------------------------------------------------------------------
|Statements
    of Cash Flows                                              
|Three
    Months Ended March 31, 2011 and March 31, 2010                  
|                                                                          
|                                                                          
|Cash flows from operating activities:                                     
|Net (loss)                                                                
|Adjustments to reconcile net loss to net cash used in operating activities
|Depreciation                                                              
|Common stock issued for services renderred                                
|Bank Overdraft                                                            
|Accounts payable and accrued expenses                                     
|Deferred revenue                                                          
|                                                                          
|Net cash used in operating activities:                                    
|                                                                          
|                                                                          
|Cash flows from financing activities                                      
|Proceeds from exercise of warrants                                        
|Repayment of officer loan payable                                         
|                                                                          
|Net cash provided by financing activities                                 
|                                                                          
|Net increase/(decrease) in cash                                           
|                                                                          
|Cash beginning of period                                                  
|                                                                          
|Cash end of period                                                        
|                                                                          
|Non-cash financing activities                                             
|                                                                          
|Common stock issued for payable                                           
|                                                                          
|                                                                          
|Supplemental disclosure of cash flow information:                         
|Cash paid during the year for:                                            
|Interest                                                                  
|Income taxes                                                              



See Notes to Condensed Financial Statements





(5)









Worlds Inc.

NOTES TO FINANCIAL
STATEMENTS

Three Months
Ended March 31, 2011

(Unaudited)



NOTE 1 –
DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES



Description of Business



Worlds 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 sufficient financing which has had a material adverse effect on the Company, including requiring the Company
to reduce operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.  For
most of the past year the Company has been operating at a significantly reduced capacity, with only one full time employee, performing
primarily consulting services and licensing software and using consultants to perform any additional 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.



Revenue 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, licensing revenue or from the sale of certain software to third parties; and (2) VIP subscriptions to our Worlds
Ultimate 3-D Chat service.   The Company recognizes revenue when all of the following criteria are met: evidence
of an arrangement exists such as a signed contract, delivery has occurred, the price is fixed or determinable, and collectibility
is reasonable assured.  This will usually be in the form of a receipt of a customer’s acceptance indicating the
product has been completed to their satisfaction except for development work and service revenue which is recognized when the
services have been performed.  Deferred revenue represents cash payments received in advance to be recorded as revenue
when earned.  The corresponding cost associated with those contracts is also deferred as deferred costs until the revenue
is ultimately recognized.



(7)







Research and Development Costs



Research and development costs are
charged to operations as incurred.



Property and Equipment



Property and
equipment are stated at cost.   Depreciation is provided on a straight line basis over the estimated useful lives
of the assets ranging from three to five years.  When assets are retired or disposed of, the cost and accumulated depreciation
are removed from the accounts, and any resulting gains or losses are included in income.  Maintenance and repairs are
charged to expense in the period incurred.



Impairment of
Long Lived Assets



The Company
evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting
Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment
of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to
be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values.
The Company adopted the statement on inception. No impairments of these types of assets were recognized during the three months
ended March 31, 2011 and 2010.



Stock-Based
Compensation



The Company
accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB
Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure
the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the
award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide
service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized
for equity instruments for which employees do not render the requisite service.



Income Taxes



The Company
accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and
liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and
are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred
tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets
will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the
enactment date.



Notes Payable



The Company
has $773,279 in short term notes outstanding at March 31, 2011.



Deferred Revenue



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. $355,000 has been amortized into income since then.



(8)









Call Option
Agreements



The Company
has entered into call option agreements with 13 of its major shareholders. The call options give the Company the right to purchase
up to 4,150,000 shares of stock back at prices ranging from $0.15 per share up to $0.40 per share. The Company issued an aggregate
of 680,000 shares of stock to these shareholders as an inducement to enter into these call option agreements. The call option
agreements have expiration dates of 1 and 2 years.



Comprehensive
Income (Loss)



The Company
reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards
Codification which establishes standards for the reporting and display of comprehensive income and its components in the consolidated
financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in
the consolidated financial statements.



Loss Per Share



Net loss per
common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share
is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted
net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding
shares of common stock during each period. There were no potentially dilutive shares outstanding as of March 31, 2011 and 2010.

Stockholders Equity



1,035,600 shares
of common stock were issued for services rendered during the three months ended March 31, 2011.



Commitments and Contingencies



During 2000
the Company was involved in a lawsuit relating to unpaid consulting services. In April, 2001 a judgment against the Company was
rendered for approximately $205,000. As of March 31, 2011 and December 31, 2010 the Company recorded a reserve of $205,000 for
this lawsuit, which is included in accrued expenses in the accompanying balance sheets.



Risk and Uncertainties



The Company
is subject to risks common to companies in the service and technology industries, including, but not limited to, litigation, development
of new technological innovations and dependence on key personnel.



Recent Accounting
Pronouncements



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 be expected to cause a material impact on its financial condition or the results of its operations.



(9)







FASB Accounting
Standards Codification

(Accounting
Standards Update (“ASU”) 2009-01)



In June 2009,
FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative
nongovernmental US GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants,
Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”),
have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification
has become nonauthoritative. The Codification did not change US GAAP, but instead introduced a new structure that combines all
authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or
annual periods ending after September 15, 2009, and impacts the Company’s consolidated financial statements as all
future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been
no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification
during the fiscal year ended December 31, 2010 or the three months ended March 31, 2011.



As a result
of the Company’s implementation of the Codification during the fiscal year ended December 31, 2009, previous references
to new accounting standards and literature are no longer applicable. In the current annual consolidated financial statements,
the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting
literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.



Subsequent
Events

(Included
in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent
Events”)



SFAS No. 165
established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the
consolidated financial statements are issued or available to be issued (“subsequent events”). An entity is required
to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this
is the date the consolidated financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions
that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company.
SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s
consolidated financial statements. The Company evaluated for subsequent events through the issuance date of the Company’s
consolidated financial statements.  Following the close of the quarter an aggregate of 17,000,000 options were exercised by various
option holders (including directors) on a cashless basis by the surrender to the Company of an aggregate of 2,064,894 options
with a value of $816,766 being equal to the difference in price between the exercise price and the market price on the date of
exercise. An additional 300,000 options were exercised for $33,000 or an exercise price of $0.11 per share.



Determination
of the Useful Life of Intangible Assets

(Included
in ASC 350 “Intangibles — Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the
Useful Lives of Intangible Assets”)



FSP SFAS No. 142-3
amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve
the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure
the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful
lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must
be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3
became effective for consolidated financial statements issued for fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the Company’s consolidated financial
statements.



Non-controlling
Interests

(Included
in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial
Statements an amendment of ARB No. 51”)



SFAS No. 160
changed the accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests
and classified as a component of equity. SFAS No. 160 became effective for fiscal years beginning after December 15,
2008 with early application prohibited. The Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer records
an intangible asset when the purchase price of a non-controlling interest exceeds the book value at the time of buyout. The adoption
of SFAS No. 160 did not have any other material impact on the Company’s financial statements.



Consolidation of Variable Interest
Entities — Amended

(To be included in ASC 810 “Consolidation”,
SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)



SFAS No. 167
amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining
whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a
variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities,
(2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is
necessary to reassess who should consolidate a variable-interest entity. SFAS No. 167 is effective for the first annual reporting
period beginning after November 15, 2009, with earlier adoption prohibited. The Company will adopt SFAS No. 167 in fiscal
2010 and does not anticipate any material impact on the Company’s financial statements.





(10)









NOTE 2 - GOING
CONCERN





From mid-2001
through most of 2007, the Company had to significantly curtail and at times almost 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 fully implement 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 - PRIVATE
PLACEMENTS OF EQUITY



During 2010,
the Company completed a private placement of 1,454,590 shares of its common stock at a price per share of $0.10 for aggregate
proceeds of $145,459.  The five “accredited” investors also received an aggregate of 975,338 warrants as
part of the equity investment exercisable at $0.15 per share.

The Company
also converted the $175,000 in notes payable from the 2009 financing into 1,750,000 shares of its common stock. Also in 2010,
the Company completed a private placement of 3,333,331 shares of its common stock at a price per share of $0.12 for aggregate
proceeds of $400,000.



During 2010,
the Company issued an aggregate of 5,912,774 shares of common stock as payment for services rendered. During the three months
ended March 31, 2011 the Company issued an aggregate of 2,235,600 shares of common stock as payment for services rendered.



During the three
months ended March 31, 2011, the Company raised $27,346 with the exercise of warrants covering 240,644 shares of its common stock
at a price per share ranging from $0.01 to $0.15 per share.





NOTE 4 –
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, 3D entertainment portal on the internet.  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.  During 2010,
$265,000 worth of services was provided leaving a balance of $276,950 at December 31, 2010 and March 31, 2011.



NOTE 5 - NOTES
PAYABLE



Short term notes
payable at December 31, 2010 consist of the following:





|Unsecured note payable to a shareholder bearing 8% interest    |         
|-------------------------------------------------------------- | --------
|Entire balance of principal and unpaid interest due on demand. | $124,230
|                                                               |         
|Unsecured payable to a shareholder bearing 10% interest.       |         
|Entire balance of principal and unpaid
interest due on demand. | $649,049
|                                                               |         
|Total current                                                  | $773,279
|                                                               |         
|2011                                                           | $773,279
|2012                                                           | $    -0-
|2013                                                           | $    -0-
|2014                                                           | $    -0-
|2015                                                           | $    -0-
|                                                               |         







(11)







NOTE 6- PROPERTY AND EQUIPMENT



The detail composition of property
and equipment at March 31, 2011 and December 31, 2010 is as follows:







|                               |  | March 31, |        | December 31,
|------------------------------ |  | --------- | ------ | ------------
|                               |  | 2011      |        | 2010        
|Computer equipment             |  | $         | 10,891 |             
|Less: accumulated depreciation |  |           | 10,891 |             
|                               |  |           | 0      |             





Depreciation expense recorded for
the three months ended 2011 and 2010 was $759 and $781, respectively.



NOTE 7 – STOCK OPTIONS



During 2010
the Company issued stock options to various parties.  The stock options allow the parties to purchase shares of the
Company’s common stock at various prices per share per each individual option agreement.  The options allow the
various parties to purchase one share of its stock for each option.  The options expire at various times through October
28, 2013 per each individual option agreement. The Company did not grant any registration rights with respect to any shares of
common stock issuable upon exercise of the options. There were no forfeited options during 2010. During the year ended December
31, 2010, the Company recorded an expense of $42,543, equal to the estimated fair value of the options at the date of grants.  The
fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 5.0% risk-free interest,
0% dividend yield, 60% volatility, and expected lives ranging from one to three years.



During 2010 we also issued 500,000
stock options exercisable at $0.05 per share to one person, who is not a director. No stock options have been issued in the three
months ended March 31, 2011.





|Stock Warrants and Options                                                                   |      |  |                             | 
|-------------------------------------------------------------------------------------------- | ---- |  | --------------------------- | 
|                                                                                             |      |  |                             | 
|Stock warrants and options outstanding and exercisable on March 31, 2011 are
    as follows: |     
|                                                                                             |      |  |                             | 
|Exercise Price
    per Share                                                                 |      |  | Shares Under Option/Warrant | 
|                                                                                             |      |  |                             | 
|Outstanding                                                                                  |      |  |                             | 
|$                                                                                            | 0.35 |  |                             | 
|$                                                                                            | 0.30 |  |                             | 
|$                                                                                            | 0.30 |  |                             | 
|$                                                                                            | 0.20 |  |                             | 
|$                                                                                            | 0.20 |  |                             | 
|$                                                                                            | 0.15 |  |                             | 
|$                                                                                            | 0.11 |  |                             | 
|$                                                                                            | 0.11 |  |                             | 
|$                                                                                            | 0.11 |  |                             | 
|$                                                                                            | 0.05 |  |                             | 
|$                                                                                            | 0.05 |  |                             | 
|$                                                                                            | 0.01 |  |                             | 
|                                                                                             |      |  |                             | 
|                                                                                             |      |  |                             | 
|                                                                                             |      |  |                             | 
|Exercisable                                                                                  |      |  |                             | 
|$                                                                                            | 0.35 |  |                             | 
|$                                                                                            | 0.30 |  |                             | 
|$                                                                                            | 0.30 |  |                             | 
|$                                                                                            | 0.20 |  |                             | 
|$                                                                                            | 0.20 |  |                             | 
|$                                                                                            | 0.15 |  |                             | 
|$                                                                                            | 0.11 |  |                             | 
|$                                                                                            | 0.11 |  |                             | 
|$                                                                                            | 0.05 |  |                             | 
|$                                                                                            | 0.05 |  |                             | 
|$                                                                                            | 0.01 |  |                             | 



NOTE 8 - INCOME TAXES



At March 31,
2011, the Company had federal and state net operating loss carry forwards of approximately $40,000,000 that expire in various
years through the year 2024.



Due to operating
losses, there is no provision for current federal or state income taxes for the three months ended March 31, 2011 and 2010.



Deferred income
taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amount used for federal and state income tax purposes.



The Company’s
deferred tax asset at March 31, 2011 consists of net operating loss carry forwards calculated using federal and state effective
tax rates equating to approximately $16,000,000 less a valuation allowance in the amount of approximately $16,000,000. Because
of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance.



The
Company’s total deferred tax asset as of March 31, 2011 is as follows:





|                                  |  |  
|--------------------------------- |  | -
|                                  |  |  
|Net operating loss carry forwards |  | $
|Valuation allowance               |  |  
|Net deferred
tax asset            |  | $





The reconciliation
of income taxes computed at the federal and state statutory income tax rate to total income taxes for the three months ended March
31, 2011 is as follows:





|                                                  |  | 
|------------------------------------------------- |  | 
|                                                  |  | 
|Income tax computed at the federal
statutory rate |  | 
|Income tax computed
at the state statutory rate   |  | 
|Valuation allowance                               |  | 
|Total deferred
tax asset                          |  | 





(12)











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



Forward Looking
Statements



When used in
this form 10-Q and in future filings by the Company with the Commission, the words or phrases such as "anticipate,"
"believe," "could," "estimate," "expect," "intend," "may," "plan,"
"predict," "project," "will" or similar expressions are intended to identify “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place
undue reliance on any such forward looking statements, each of which speak only as of the date made. Such statements are subject
to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently
anticipated or projected. The Company has no obligation to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.





These forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different.
These factors include, but are not limited to, changes that may occur to general economic and business conditions; changes in
current pricing levels that we can charge for our services or which we pay to our suppliers and business partners; changes in
political, social and economic conditions in the jurisdictions in which we operate; changes to regulations that pertain to our
operations; changes in technology that render our technology relatively inferior, obsolete or more expensive compared to others;
foreign currency fluctuations; changes in the business prospects of our business partners and customers; increased competition,
including from our business partners; delays in the delivery of broadband capacity to the homes and offices of persons who use
our services; general disruptions to Internet service; and the loss of customer faith in the Internet as a means of commerce.



The following
discussion should be read in conjunction with the unaudited 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 almost halt them all together.





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Revenues



·We generated a minimum amount of revenue during the quarter even though we have begun ramping
up operations which have been in quasi hibernation from mid-2001 through 2007. The revenue that was generated in the quarter was
generated in the following manner: VIP subscriptions to our Worlds Ultimate 3-D Chat service.



Expenses



We classify
our expenses into two broad groups:



• cost
of revenues; and



•
selling, general and administration.



During the quarter,
our operations became more active so our expenses increased.



Liquidity
and Capital Resources



We have had
to severely diminish our operations from mid-since 2001 until the last half of 2007 due to a lack of liquidity. We were able to
issue equity and/or debt in the last few years and raise capital that we expect will help us to be better positioned to compete
for new business. We continue to pursue additional sources of capital. We have no current arrangements with respect to, or sources
of, additional financing and there can be no assurance that any such financing would become available. If we cannot start to generate
sufficient revenues, we may need to halt operations.



RESULTS OF
OPERATIONS



Our net revenues
for each of the three months ended March 31, 2011 and 2010 were $199 and $75,536, respectively. The decrease in revenue is due
to a decrease in licensing revenue and VIP subscriptions.



Three months
ended March 31, 2011 compared to three months ended March 31, 2010



Revenue decreased
by $75,337, to $199 for the three months ended March 31, 2011 from $75,536 in the prior year. The decrease in revenue is due to
no license revenue being generated in the three months ended March 31, 2011 and a decline in VIP subscriptions. The business continues
to run in a severely diminished mode due to the lack of liquidity. We need to raise a sufficient amount of capital to provide
the resources required that would enable us to generate sales.





Cost of revenues increased by $7,528
to $12,309 in the three months ended March 31, 2011 from $4,781 in the three months ended March 31, 2010. The increase was due
to a data recovery project undertaken during the quarter and not the result of sales.



Selling general and administrative
(S, G & A) expenses increased by $102,056 from $84,403 to $186,459 for the three months ended March 31, 2010 and 2011,
respectively.  Increase is primarily due to the increase in professional service fees including legal and accounting
fees. Common stock issued for services rendered increased by $473,430 to $473,430 in 2011 compared to $0 for 2010. The increase
is due to the strategic business consulting and advice agreements signed during the quarter and in the last quarter of the prior
year, and shares issued to individuals who have been performing valuable services for the company over the years without any form
of compensation.



As a result of the foregoing, we
realized a net loss of $671,999 for the three months ended March 31, 2011 compared to a loss of $13,648 in the three months ended
March 31, 2010, an increased loss of $658,351.





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Liquidity
and Capital Resources



Our financial
and liquidity position has improved somewhat from the prior year period. Our unrestricted cash and cash equivalents was $187,085
at March 31, 2011. At March 31, 2010, cash and cash equivalents was $114,417. There were no capital expenditures in the three
months ended March 31, 2011 or in the three months ended March 31, 2010.



Historically,
our primary cash requirements have been to fund the cost of operations, to keep the Company in compliance of its reporting requirements,
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, 2008, 2009 and another in 2010. There can be no assurance that any significant financing
would become available to us at this time. The additional capital that we secured in previous years enabled us to bid on new business.
There can be no assurance that any such new business would be sold in the future.



On December 24, 2008 we filed a patent
infringement suit against NCSoft Corp in the United States District Court, Eastern District of Texas in order to enforce our intellectual
property rights under our patents. In April 2010, the parties agreed to settle the matter, which settlement was later disputed
in August 2010 but was resolved finally in September 2010, the terms of which the parties have contractually agreed to keep confidential.



We are currently negotiating with
various musical artists and other entities to develop worlds for them.  While no assurance can be given that any of
these deals will be concluded, if successful they would likely generate additional cash flows.



On May 11, 2009,
our management concluded that our audited financial statements for the years ended December 31, 2007 and 2008 and our unaudited
quarterly financial statements for the quarterly periods in such years should no longer be relied upon.  Specifically,
our liabilities were understated by approximately $1,714,179 on December 31, 2007 and by approximately $2,719,942 on December
31, 2008 (which amount is cumulative and includes the amount understated in 2007) with an overstatement of income on such dates
of $1,714179 and $1,005,763, respectively.  The facts underlying our original conclusion is that all of such liabilities
have exceeded the applicable statutes of limitations and based upon an opinion of counsel which stated that the likelihood of
our having to pay these liabilities was highly improbable, our independent auditor concurred with our decision to write off all
of such liabilities.  The staff (“Staff”) of the Securities and Exchange Commission, without disagreeing
with our position that payment of such liabilities was highly improbable, advised us that under the facts of our situation, it
was their conclusion that GAAP accounting required that the liabilities not be written off at this time.  Following
a series of calls with various Staff members, our management, in consultation with our counsel and independent auditor, agreed
to accept the Staff’s position.  We have received guidance from the Staff as to the necessary steps we need to
take to properly write off these liabilities and we expect to begin that process with certain of the largest creditors.  Regardless
of whether we are ultimately successful in writing off all or some of these liabilities, we do not believe that these restatements
will have any impact on our results of operations or cash flows as the fact remains that the statute of limitations has indeed
passed with respect to these liabilities and the likelihood of our having to pay them remains highly improbable.



Item 4. Controls
And Procedures



As of March 31, 2011,
we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures
(as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were
effective as of March 31, 2011. The above statement notwithstanding, you are cautioned that no system is foolproof.

Changes in Internal Control
Over Financial Reporting

During the quarter
covered by this report 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.



This quarterly report does not
include an attestation report of the Company’s registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s
reports in this quarterly report.



(15)











PART II OTHER
INFORMATION

Item
1. Legal Proceedings.





On December 24,
2008 we filed a patent infringement suit against NCSoft Corp in the United States District Court, Eastern District of Texas in
order to enforce our intellectual property rights under our patents. In April 2010, the parties agreed to settle the matter, which
settlement was later disputed in August 2010 but was resolved finally in September 2010, the terms of which the parties have contractually
agreed to keep confidential.



Item 1A. Risk
Factors



We are not obligated to disclose
our risk factors in this report, however, limited information regarding our risk factors appears in Part I, Item 2. “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Forward-Looking Statements”
contained in this Quarterly Report on Form 10-Q and in “Item 1A. RISK FACTORS” of our 2010 Annual Report on Form
10-K. There have been no material changes from the risk factors previously disclosed in our 2010 Annual Report on Form 10-K.



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



680,000
shares of unregistered common stock were issued to the existing shareholders who entered into call option agreements with the
Company. 	 All of the shareholders were “accredited” investors, no public advertising was used, and the stock certificates
issued all contained restrictive legends. Accordingly, the issuances were exempt under section 4(2) as not involving a public
offering.



The board approved
the issuance of 1,200,000 shares of unregistered common stock to be issued to individuals who have been performing valuable services
over the years to the company without any form of compensation .





Item 3. Defaults
Upon Senior Securities



None.



Item 4.Reserved
by the SEC.





Item 5. Other
Information



None.



Item 6. Exhibits



|31.1 |  | Certification of Chief Executive Officer                                                                               
|---- |  | -----------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                        
|31.2 |  | Certification of Chief Financial Officer                                                                               
|     |  |                                                                                                                        
|32.1 |  | 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.



(16)









SIGNATURES

In accordance with the
requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned thereto duly
authorized.

Date: May 11, 2011

WORLDS
INC.



|By: Thomas Kidrin
    President and CEO By: /s/ Christopher RyanChristopher Ryan
    Chief Financial Officer
|------------------------------------------------------------------------------------------------------------
|                                                                                                            





(17)









INDEX TO EXHIBITS



|Exhibit No. |  | Description                                                                                                        
|----------- |  | -------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                    
|31.1        |  | Certification of Chief Executive Officer                                                                           
|            |  |                                                                                                                    
|31.2        |  | Certification of Chief Financial Officer                                                                           
|            |  |                                                                                                                    
|32.1        |  | 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.