UNITED STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington, D.C.
20549
 
 FORM
10-Q
 AMENDMENT No. 1
  
 (X)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934:
  For
the Quarterly Period ended March 31, 2008
  ( )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE
ACT
  For the
transition period from __________________ to __________________
  Commission
File number 0-24115
  
 WORLDS.COM
INC.
  (not
affiliated with Worldcom, Inc.)
  (Exact
name of registrant as specified in its charter)
  
 New
      Jersey                                         22-1848316
                  -------------------------------                     -----------------------
                  (State
      or other jurisdiction
      of                     (I.R.S.
      Employer ID No.)
                  incorporation
      or organization)
  11 Royal
Road
 Brookline, MA
02445
 (Address
of principal executive offices)
 
 (617)
725-8900
 (Issuer's
telephone number)
  
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
 Yes [X]
No [  ]
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
  Large
accelerated filer [
]                                                                           
Accelerated filer [ ]
  Non-accelerated
filer [
]                                                                           
Smaller Reporting Company [X]
  (Do not
check if a smaller reporting company)
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [  ] No [X]
  As of May
10, 2008, 50,642,157 shares of the Issuer's Common Stock were
outstanding.
  
  1
     
 PART
I – FINANCIAL INFORMATION
 
 Item
1.  Financial Statements
 
 PageCondensed
      Balance Sheets as of March 31, 2008
                  
                  F-2Condensed
      Statements of Operations for the three months ended March 31, 2008 and
      2007
                  
                  F-3Condensed
      Statements
      of Cash Flows for the three months ended March 31, 2008 and
      2007
                  
                  F-4Notes
      to Condensed  Financial Statements
                  
                  F-6
      to F-19
  2
  Worlds.,com,
      Inc.
                    Balance Sheets
                    (Unaudited)
                    As of March 31, 20082008Current
    AssetsCash and cash
      equivalents
                  
                  $
                  192,374Total Current
      Assets
                  
                  
                  192,374Property, equipment software
      dev  net ofaccumulated
      depreciation
                  
                  
                  10,109TOTAL
ASSETS
                  
                  $
                  202,483Current
      LiabilitiesAccounts
      payable
                  
                  
                  70,390Accrued
      expenses
                  
                  
                  40,000Deferred
      Revenue
                  
                  
                  631,950Total Current
      Liabilities
                  
                  
                  742,340Stockholders Equity
      (Deficit)Common
stock
                  
                  
                  50,540Additional Paid in
      Capital
                  
                  
                  21,263,052Accumulated
      Deficit
                  
                  
                  (21,853,450
                  )Total stockholders
      deficit
                  
                  $
                  (539,857
                  )Total Liabilities and stockholders
      deficit
                  
                  $
                  202,483
  3
  Worlds.com,
      Inc.
                    Statements of Operations
                    (Unaudited)
                    For the three months ended March 31, 2008
      and 20072008
                  
                  
                  2007RevenuesRevenue
                  
                  $
                  91,099
                  
                  
                  $
                  1,554Total
                  
                  
                  
                  91,099
                  
                  
                  
                  1,554Cost and
      ExpensesCost of
    Revenue
                  
                  
                  89,548
                  
                  
                  
                  8,519Selling General &
      Admin
                  
                  
                  109,505
                  
                  
                  
                  5,178Operating
    loss
                  
                  
                  (107,955
                  )
                  
                  
                  (12,143
                  )Other Income
      (Expense)Interest
    Income
                  
                  
                  -Interest
      Expense
                  
                  
                  
                  
                  
                  
                  (38,461
                  )Debt
    forgiven
                  
                  
                  1,210,763
                  
                  
                  
                  -Net Income
                  
                  $
                  1,102,809
                  
                  
                  $
                  (50,604
                  )
  4
  Worlds.com, Inc.
                    Statements of Cash Flows
                    For the three months ended March 31, 2008
      and 20072008
                  
                  
                  2007Cash flows from operating
      activitiesNet
      Income/(loss)
                  
                  $
                  1,102,809
                  
                  
                  $
                  (50,604
                  )Adjustments to reconcile net loss
      to net cash usedin operating
      activitiesDep &
    amort
                  
                  
                  781
                  
                  
                  
                  -Deferred
    costs
                  
                  
                  55,695
                  
                  
                  
                  -Prepaid expenses and other current
      assets
                  
                  
                  9,860
                  
                  
                  
                  -accounts payable and accrued
      expenses
                  
                  
                  (609,315
                  )
                  
                  
                  44,461Loan
                  
                  
                  (759,872
                  )
                  
                  
                  7,500Net cash used in operating
      activities
                  
                  
                  (200,042
                  )
                  
                  
                  1,357Cash flows from investing
      activitiesAcquisition of property and
      equipment
                  
                  
                  (1,516
                  )Net cash used in investing
      activities
                  
                  
                  (1,516
                  )
                  
                  
                  -Cash flows from financing
      activitiesConversion of debt to
      equity
                  
                  
                  122,598
                  
                  
                  
                  -Net cash provided from investing
      activities
                  
                  
                  122,598
                  
                  
                  
                  -Net increase(decrease) in
      cash
                  
                  
                  (78,960
                  )
                  
                  
                  1,357Cash beginning of
      period
                  
                  
                  271,334
                  
                  
                  
                  2,041Cash end of
      period
                  
                  $
                  192,374
                  
                  
                  $
                  3,398Supplemental disclosure of cash
      flow information:Cash paid during the year
      forInterest
                  
                  
                  -
                  
                  
                  
                  -Income
taxes
                  
                  
                  -
                  
                  
                  
                  -
  5
  Worlds.com
Inc.
 NOTES TO
FINANCIAL STATEMENTS
 Three
Months Ended March 31, 2008
 (Unaudited)
 
 NOTE 1 –
DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
 
 Description
of Business
 
 Worlds.com
Inc. (the "Company") designs and develops software content and related
technologies for the creation of interactive, three-dimensional ("3D") Internet
sites on the World Wide Web. Using in-house technology the Company creates its
own Internet sites, as well as sites available through third party on-line
service providers.
 
 Basis of
Presentation
 
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America ("US
GAAP"), which contemplates continuation of the Company as a going concern. The
Company has always been considered a developmental stage business, has incurred
significant losses since its inception and has not always had
significant  revenues from operations.  The Company will
require substantial additional funds for development and marketing of its
products. There can be no assurance that the Company will be able to obtain the
substantial additional capital resources necessary to pursue its business plan
or that any assumptions relating to its business plan will prove to be accurate.
The Company has not been able to generate sufficient revenue or obtain
additional financing which has had a material adverse effect on the Company,
including requiring the Company to severely diminish operations in recent years
and at times halting them entirely. These factors raise substantial doubt about
the Company's ability to continue as a going concern.  The Company has
been operating at a significantly reduced capacity in recent years with no full
time employees performing primarily consulting services and licensing software
using consultants to perform any work that may be required.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
 
 Cash and
Cash Equivalents
 
 Cash and
cash equivalents are comprised of highly liquid money market instruments, which
have original maturities of three months or less at the time of
purchase.
 Property
and Equipment
 
 Net
property and equipment owned by the Company as of March 31, 2008 total
$10,109.
  Income
Recognition
 
 The
Company has the following sources of revenue: (1) consulting/licensing revenue
from the performance of development work performed on behalf of the Company or
from the sale of certain software to third parties; and (2) VIP subscriptions to
our Worlds Ultimate 3-D Chat service.
 
 Deferred
revenue represents cash payments received in advance to be recorded as licensing
revenue as earned.
  6
  Worlds.com
Inc.
 NOTES TO
FINANCIAL STATEMENTS
 Three
Months Ended March 31, 2008
 (Unaudited)
 Income
Taxes
 
 The
Company uses the liability method of accounting for income taxes in accordance
with SFAS No. 109, "Accounting for Income Taxes." Deferred income tax assets and
liabilities are recognized based on the temporary differences between the
financial statement and income tax bases of assets, liabilities and net
operating loss carry forwards using enacted tax rates. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.
  Notes
Payable
 
 The
Company has no long term or short term notes outstanding at March 31,
2008.
 
 As part
of a debt refinancing in 2000, $631,950 of debt was renegotiated to deferred
revenue representing future services to be provided by the Company.
  Commitments
and Contingencies
 
 During
2000 the Company was involved in a lawsuit relating to unpaid consulting
services. On March 20, 2001 a judgment against the Company was rendered for
approximately $205,000.  As of March 31, 2008 the Company recorded a
reserve of $205,000 for this lawsuit, which is included in accrued expenses in
the accompanying balance sheet.
 
 During
2003 a law firm obtained a judgment against the Company for unpaid legal fees
and other debt in the aggregate amount of $182,075.24. During the quarter the
Company and the vendor settled the dispute by issuing common stock in settlement
of the debt.
  Impairment
of Long Lived Assets
 
 The
Company reviews the carrying value of long-lived assets to determine if
circumstances exist indicating whether there has been any impairment of the
carrying value of property and equipment or whether the depreciation periods
should be modified.  Long-lived assets are reviewed for impairment
whenever events or changes in business circumstances indicate that the carrying
value of the assets may not be fully recoverable.  The Company as of
the date of the financial statements has no long lived assets.
  NOTE 2 -
GOING CONCERN
  From
mid-2001 through most of 2007, the Company has had to significantly curtail and
at times cease operations due to lack of resources. The accompanying financial
statements have been prepared assuming that the Company will continue as a going
concern. Since its inception, the Company has had periods where it had only
minimal revenues from operations. There can be no assurance that the Company
will be able to obtain the substantial additional capital resources necessary to
pursue its business plan or that any assumptions relating to its business plan
will prove to be accurate. The Company is pursuing sources of additional
financing and there can be no assurance that any such financing will be
available to the Company on commercially reasonable terms, or at all. Any
inability to obtain additional financing will likely have a material adverse
effect on the Company, including possibly requiring the Company to reduce and/or
cease operations.
  These
factors raise substantial doubt about the ability of the Company to continue as
a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
  Note 3 –
Deferred Revenue
  Deferred
revenue represents advance payments for the license, the design and development
of the software, content and related technology for the creation of an
interactive, three-dimensional ("3D") entertainment portal on the
internet.
  7
  Item
2. Management's Discussions and Analysis of Financial Condition and Results of
Operations
 
 Forward
Looking Statements
 
 When used
in this form 10-Q and in future filings by the Company with the Commission, the
words or phrases such as "anticipate," "believe," "could," "estimate," "expect,"
"intend," "may," "plan," "predict," "project," "will" or similar expressions are
intended to identify “forward-looking statements” within  the meaning
of the Private Securities Litigation Reform Act of 1995.  Readers are
cautioned not to place undue reliance on any such forward looking statements,
each of which speak only as of the date made.  Such statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from historical earnings and those presently anticipated or
projected.  The Company has no obligation to publicly release the
result of any revisions which may be made to any forward-looking statements to
reflect anticipated or unanticipated events or circumstances occurring after the
date of such statements.
  These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause actual results to be materially different. These
factors include, but are not limited to, changes that may occur to general
economic and business conditions; changes in current pricing levels that we can
charge for our services or which we pay to our suppliers and business partners;
changes in political, social and economic conditions in the jurisdictions in
which we operate; changes to regulations that pertain to our operations; changes
in technology that render our technology relatively inferior, obsolete or more
expensive compared to others; foreign currency  fluctuations; changes
in the business prospects of our business partners and customers; increased
competition, including from our business partners; delays in the delivery of
broadband capacity to the homes and offices of persons who use our services;
general disruptions to Internet service; and the loss of customer faith in the
Internet as a means of commerce.
 
 The
following discussion should be read in conjunction with the financial statements
and related notes which are included under Item 1.
 
 We do not
undertake to update our forward-looking statements or risk factors to reflect
future events or circumstances.
 
 Overview
 
 General
 
 Worlds.com  is
a leading 3D entertainment portal which leverages its  proprietary
technology to offer visitors a network of virtual, multi-user environments which
we call "worlds". These worlds are visually engaging online environments
featuring animation, motion and content where people can come together and, by
navigating through the website, shop, interact with others, attend events and be
entertained.
 
 Sites
using our technology allow numerous simultaneous visitors to enter, navigate and
share interactive "worlds". Our 3D Internet sites are designed to promote
frequent, repeat and prolonged visitation by users by providing them with unique
online communities featuring dynamic graphics, highly useful and entertaining
information content, and interactive capabilities. We believe that our sites are
highly attractive to advertisers because they offer access to
demographic-specific user bases comprised of people that visit the site
frequently and stay for relatively long periods of time.
 
 Starting
in mid-2001 we were not able to generate enough revenue to sustain full
operations and other sources of capital were not available. As a result, we have
had to significantly curtail our operations since that time and at times halt
them all together.
  Revenues
 
 We
generated  significantly increased revenue during the quarter as we
have  begun ramping up operations which have been in quasi hibernation
since mid-2001.  The revenue that was generated was generated in the
following manner:
  ·
                VIP
      subscriptions to our Worlds Ultimate 3-D Chat service;
  and
 ·
                Software
      development to provide and pilot a Demo site for a 3-D
    world.
  Expenses
 
 We
classify our expenses into two broad groups:
 
 cost of
  revenues; and selling,
  general and administration. During
the quarter, our operations  became more active so our expenses
increased.
  Liquidity
and Capital Resources
 
 We have
had to severely diminish our operations from mid-since 2001 until the last half
of 2007 due to a lack of liquidity.  We were able to issue equity in
the last year and raise capital that will help us to be better positioned to
compete for new business.  We continue to pursue additional sources of
capital.  We have no current arrangements with respect to, or sources
of, additional financing and there can be no assurance that any such financing
would become available.  If we cannot start to generate sufficient
revenues, we may need to halt operations.
  8
  RESULTS
OF OPERATIONS
 
 Our net
revenues for each of the three months ended March 31, 2008 and 2007 were $91,099
and $1,554, respectively.  Management believes that this increase was
due to the software development project in 2008 to provide a demo 3-D world for
a client.   While this amount of business
from  operations is still relatively inconsequential, we believe it is
indicative of our recent awakening and return to active operations.
 
 Three
months ended March 31, 2008 compared to three months ended March 31,
2007
 
 Revenue
increased by $89,545, to $91,099 for the three months ended March 31, 2008 from
$1,554 in the prior year.  The business has been running in a severely
diminished mode due to the lack of liquidity during the comparable quarter in
2007.  We expect  increased though not necessarily
sufficient operating results until such time that we can raise a sufficient
amount of capital to provide the resources required that would enable us to
generate sales.
 
 Our cost
of revenues during the three months ended March 31, 2008 and 2007 are primarily
comprised of (1) cost of goods sold: 45% and 62%, respectively, and (2) selling
general and administrative expenses: 55% and 38%, respectively.  Cost
of sales on a consolidated basis increased $81,029 to $89,548 for the three
months ended March 31, 2008, from $8,519 in the three months ended
March 31, 2007, reflecting the increased business activities following the
financing in 2007 and the software development project in 2008.
 
 Selling
general and administrative expenses increased by approximately $104,327, from
$5,178 to approximately $109,505 for the three months ended March 31, 2007 and
2008, respectively.  The balances increased due to our operations
increasing thereby resulting in increased payroll, increased contract labor and
increased legal and accounting services.
 
 Extraordinary
gains of $1,210,763 and $0 were recorded in the three months ended 2008 and
2007, respectively. This pertained to debt that was legally extinguished due to
expiration of the statute of limitations for such debts under state
laws.
 
 As a
result of the foregoing we had net income of $1,102,809 for the three months
ended March 31, 2008 compared to a loss of $50,604 in the three months ended
March 31, 2007 although as disclosed above the gain resulted from
non-operational bookkeeping entries from the extinguishment of
debt.
  Liquidity and Capital Resources
 
 Our
financial and liquidity position improved as exhibited by our cash and cash
equivalents of $192,374 at March 31, 2008.  At March 31, 2007,
cash and cash equivalents was $3,398.  This increase of $188,976 was
the result of equity financing in the second half of 2007.  There were
capital expenditures of $1,516 in the three months ended March 31, 2008 compared
to $0 for 2007.
 
 Historically,
our primary cash requirements have been to fund the cost of operations,
development of our products and patent protection, with additional funds having
been used in promotion and advertising and in connection with the exploration of
new business lines.
 
 We have
had to severely diminish our operations due to a lack of liquidity from mid-2001
through most of 2007.  We were able to find a small source of
additional capital in 2007.  We have no current arrangements with
respect to additional financing and there can be no assurance that any such
financing would become available.  The additional capital that we did
secure enabled us to bid on new business.  There can be no assurance
that any such new business would be sold in the future.
  Item
3. Controls And Procedures
  As of
March 31, 2008, we carried out an evaluation, under the supervision and
with the participation of our management, including our  Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures (as such term is
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended). Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
were effective as of March 31, 2008.
  Changes in Internal Control
Over Financial Reporting
 During
the 2008 first quarter, there were no changes in our internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934, as amended) that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
  9
 
 PART
II OTHER INFORMATION
  Item 1.
Legal Proceedings.
 
 In
Graubard Miller f/k/a Graubard Mollen Miller v. Worlds Inc. (our former name) in
the United States District Court, Southern District of New York, the court
granted summary judgment against us in the aggregate amount of $182,075.24 for
unpaid legal fees and expenses and an unpaid note. $122,598 was reserved on our
balance sheet for this judgement.  However we settled this judgement
in the first quarter of 2008 through the issuance of 400,000 shares of common
stock.
  Item 1A.
Risk Factors
  Limited
information regarding our risk factors appears in Part I, Item 2.
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” under the caption “Forward-Looking Statements” contained in this
Quarterly Report on Form 10-Q and in “Item 1A. RISK FACTORS” of our 2007
Annual Report on Form 10-KSB. There have been no material changes from the risk
factors previously disclosed in our 2007 Annual Report on
Form 10-KSB.
  Item 2.
Unregistered Sales of equity Securities and Use of Proceeds
 
 On December 31, 2007, the Company had
5,411,764 shares of common stock that were subscribed but not yet
issued.  The Company issued those shares of common stock during the
quarter.  Also during the quarter, the Company settled it’s lawsuit
with Graubard Miller f/k/a Graubard Mollen Miller.  The settlement was
for 400,000 shares of stock.
  Item 3.
Defaults Upon Senior Securities
 
 None.
  Item 4.
Submission of Matters to a Vote of Security Holders.
 
 None.
  Item 5.
Other Information
 
 None.
 
 Item 6.
Exhibits
 
 10
 
 31.1
                
                Certification of Chief Executive
      Officer31.2
                
                Certification of Chief Financial
      Officer32.1
                
                Statement required by 18 U.S.C. Section 1350, as adopted
      pursuant to section 906 of the Sarbanes-Oxley Act of
      2002.32.2
                
                Statement
      required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of
      the Sarbanes-Oxley Act of 2002.
  11
 
 SIGNATURES
  In
accordance with the requirements of the Exchange Act, the Registrant caused this
Report to be signed on its behalf by the undersigned thereto duly
authorized.
  Date:
December 1, 2008
  WORLDS.COM
INC.
 
 By: /s/ Thomas Kidrin
                  Thomas
      Kidrin
                  President,
      CEO and Treasurer
                  
                  By: /s/
      Christopher Ryan
                  Christopher
      Ryan
                  Chief
      Financial Officer and
                  Principal
      Accounting Officer
 
 12
  INDEX
TO EXHIBITS
 Exhibit
      No.
                
                Description31.1
                
                Certification of
      Chief Executive Officer31.2
                
                Certification of
      Chief Financial Officer32.1
                
                Statement
      required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of
      the Sarbanes-Oxley Act of 2002.32.2
                
                Statement
      required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of
      the Sarbanes-Oxley Act of 2002.