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, 2000

   () 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.

                         (formerly known as Worlds Inc.)
             (Exact name of registrant as specified in its charter)


              New Jersey                              22-184316
-------------------------------------          -------------------------------
(State or other jurisdiction of                  I.R.S. Employer ID No.
incorporation or organization)

                                 15 Union Wharf
                           Boston, Massachusetts 02109
                    ----------------------------------------
                    (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     X          NO
                                       -----------         ---------


As of August 15, 2000, 19,110,229 shares of the Issuer's Common Stock were
outstanding.

           Transitional Small Business Disclosure Format (check one):

                                    YES                NO      X
                                        -----------       ----------



<PAGE>
                          PART I FINANCIAL INFORMATION

Item 1.       Financial Statements



                                      INDEX

                                                                   Page
                                                                  ------
PART I. FINANCIAL INFORMATION

     Balance Sheet at June 30, 2000                                F-2

     Statements of Operations for the Three
        Months and Six Months June 30, 1999 and 2000               F-3

     Statement of Stockholders' Equity (Deficit) for the
        Period from December 31, 1998 to June 30, 2000             F-4

     Statements of Cash Flows for the Six Months
        Ended June 30, 1999 and 2000                               F-5

     Notes to Financial Statements                              F-6 - F-8

     Management's Discussion and Analysis of Financial
        Condition and Results of Operations

                                      F-1
<PAGE>


                                Worlds.com Inc.

                                  BALANCE SHEET

                                  June 30, 2000
                                   (unaudited)


                                     ASSETS

CURRENT ASSETS

    Cash and cash equivalents                                   $   1,862,128

    Accounts receivable                                               294,711
    Prepaid expenses and other current assets                          48,045
    Inventories                                                       318,887
                                                                -------------
         Total current assets                                       2,523,771
PROPERTY, EQUIPMENT AND SOFTWARE
    DEVELOPMENT, NET                                                1,058,107
INTANGIBLE ASSET, NET                                                 754,487
                                                                -------------
                                                                $   4,336,365
                                                                =============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts payable                                            $     658,235
    Accrued expenses                                                  677,547
    Deferred revenue                                                  585,675
    Current maturities of notes payable                             2,074,994
                                                                -------------
         Total current liabilities                                  3,996,451

LONG-TERM PORTION, NOTES PAYABLE                                       46,672
                                                                -------------
         Total liabilities                                          4,043,123

COMMITMENTS
STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $.001 par value - authorized,
       65,000,000 shares; issued, 19,104,177 shares                    19,103
    Additional paid-in capital                                     17,484,048
    Accumulated deficit                                           (17,209,909)
                                                                -------------
                                                                      293,242
                                                                -------------
                                                                $   4,336,365
                                                                =============

The accompanying notes are an integral part of this statement.

                                      F-2
<PAGE>


                                Worlds.com Inc.

                            STATEMENTS OF OPERATIONS
                                   (unaudited)


                                Three Months                Six Months
                                ended June 30,             ended June 30,
                                  1999        2000          1999        2000
                           ------------  ------------  -----------  -----------

Net revenues               $     57,748  $    333,741  $    92,925  $   513,764

Costs and expenses

    Cost of revenues             48,891       142,361       70,355      212,312
    Selling, general and
      administrative            809,680     2,727,300    1,425,495    4,818,989
                           ------------  ------------  -----------  -----------

         Operating loss        (800,823)   (2,535,920)  (1,402,925)  (4,517,537)
                           ------------  ------------  -----------  -----------

Other income (expense)
    Interest income               5,180        52,302       17,966       68,053
    Interest expense            (30,000)      (43,144)     (68,922)     (85,773)
                           ------------  ------------  -----------  -----------

         NET LOSS          $   (825,643) $ (2,526,762) $(1,453,881) $(4,535,257)
                           ============  ============  ===========  ===========

Loss per share (basic and
   diluted)                $       (.05) $       (.13) $      (.08) $      (.25)
                           ============  ============  ===========  ===========

Weighted average common
   shares outstanding
    Basic and diluted        16,723,298    19,085,668   17,304,288   18,431,257
                           ============  ============  ===========  ===========




The accompanying notes are an integral part of these statements.



                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                                 Worlds.com Inc.
                                    STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                  Period from December 31, 1998 to June 30, 2000
                                                    (unaudited)
                                                                                          Deficit
                                                                                         accumulated                   Total
                                                      Common stock          Additional   during the                  stockholders'
                                                 ------------------------     paid-in    development    Treasury       equity
                                                   Shares        Amount       capital      stage         stock        (deficit)
                                                 ----------  ------------ ------------- ------------- ------------  ------------
<S>               <C>                            <C>         <C>          <C>           <C>           <C>          <C>
Balance, December 31, 1998                       18,031,996  $    18,032  $  8,401,970  $ (9,335,152) $   (64,743) $  (979,893)

Issuance of warrants for
  consulting services (April 1999)                     -            -          465,000          -            -         465,000
Contribution of 1,500,000 shares by
  founders to treasury (April 1999)
  and subsequent cancellation                   (1,500,000)      (1,500)         1,500          -
Exercise of stock options (April 1999)               75,000           75        74,925          -            -          75,000
Issuance of shares for content supply
  agreement (June 1999)                              93,750           93       374,907          -            -         375,000
Issuance of shares to agent for content
  supply agreement (July 1999)                       50,000           50       199,950          -            -         200,000
Sale of shares in private offering
  memorandum, net (June through
  September 1999)                                   892,500          893     3,263,081          -            -       3,263,974
Issuance of options for consulting
  services and software development
  costs (August and September 1999)                    -            -          368,230          -            -         368,230
Issuance of shares for legal and
  consulting services (September 1999)               20,000           20       79,980     `     -            -          80,000
Cancellation of treasury shares
  (September 1999)                                 (113,465)        (113)      (64,630)         -          64,743
Exercise of warrants (November 1999)                 95,000           95        94,905          -            -          95,000
Issuance of shares for content supply
  agreement (December 1999)                          93,750           93       374,907          -            -         375,000
Net loss for the year ended
  December 31, 1999                                    -            -             -       (3,339,500)        -      (3,339,500)
                                               ------------  -----------   -----------   -----------   ----------  -----------

Balance, December 31, 1999                       17,738,531       17,738    13,634,725   (12,674,652)        -         977,811
                                               ------------  -----------   -----------   -----------   ----------  -----------

Exercise of stock options (March 2000)              215,000          215       135,285          -            -         135,500
Sale of shares in private offering
  memorandum, net (March 2000)                      976,597          976     3,242,981          -            -       3,243,957
Issuance of stock options for consulting
  and advertising services (March
  through June 2000)                                    -             -        138,231          -            -         138,231
Sale of shares in private offering
  memorandum, net (April 2000)                      142,049          142       464,858          -            -         465,000
Adjustment to capitalized software for
  options not issued (June 2000)                       -              -       (200,000)         -            -        (200,000)
Issuance of shares for Inventory
  (April 2000)                                       32,000           32        67,968          -            -          68,000
Net loss for the six months ended
  June 30, 2000                                        -              -           -       (4,535,257)        -      (4,535,257)
                                               ------------  -----------   -----------   -----------   ----------  -----------

Balance, June 30, 2000                           19,104,177  $    19,103  $ 17,484,048  $(17,209,909) $      -     $   293,242
                                               ============  ===========  ============  ============  ===========  ===========
</TABLE>

The accompanying notes are an integral part of this statement.

                                      F-4
<PAGE>


<TABLE>
<CAPTION>
                                                 Worlds.com Inc.

                                             STATEMENTS OF CASH FLOWS

                                             Six months ended June 30,
                                                    (unaudited)
                                                                  1999            2000
                                                              ------------   ------------
<S>                                                          <C>             <C>
Cash flows from operating activities
    Net loss                                                  $ (1,453,881)  $ (4,535,257)
    Adjustments to reconcile net loss to
      net cash used in operating activities
        Depreciation and amortization                              105,114        672,389
        Consulting and advertising expense
           related to the issuance of stock options                   -           138,231
        Changes in operating assets and liabilities

           Accounts receivable                                     (19,918)      (117,496)
           Inventories                                             (28,536)       (29,376)
           Prepaid expenses and other current assets              (117,121)        26,625
           Accounts payable and accrued expenses                   472,081        154,302
           Deferred revenue                                                        85,675
                                                              ------------    -----------
         Net cash used in operating activities                  (1,042,261)    (3,604,907)
                                                              ------------    -----------
Cash flows from investing activities
   Acquisition of property and equipment                           (14,000)       (65,238)
   Additions to software development costs                        (439,000)      (133,364)
                                                              ------------    ------------
         Net cash used in investing activities                    (453,000)      (198,602)
                                                              -------------   -----------
Cash flows from financing activities
    Proceeds from sale of common stock in
      private offering memorandum                                2,376,114      3,708,957
    Proceeds from exercise of options                               75,000        135,500
                                                              ------------    -----------
         Net cash provided by financing activities               2,451,114      3,844,457
                                                              -------------   -----------
         Net increase (decrease) in cash and cash
           equivalents                                             955,853         40,948
Cash and cash equivalents, beginning of period                   1,581,764      1,821,180
                                                              ------------    -----------

Cash and cash equivalents, end of period                     $   2,537,617    $ 1,862,128
                                                              ============     ==========

Supplemental disclosures of cash flow information:
   Cash paid during the year for
     Interest                                                $       -        $      -
     Income taxes                                                    -               -
</TABLE>

Noncash investing and financing activities:

   Issuance of an option to purchase 73,245 shares of common stock at $3.87 per
     share to the placement agent in connection with the private placement in
     March 2000.

   Issuance of stock options for consulting and advertising services of $138,231
     in the period ended June 30, 2000.

   Issuance of stock valued at $68,000 for Inventory in April 2000.

The accompanying notes are an integral part of these statements.

                                      F-5
<PAGE>


                                Worlds.com Inc.

                          NOTES TO FINANCIAL STATEMENTS

                             June 30, 2000 and 1999


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

     Nature of Business

     The Company is a 3D entertainment and e-commerce portal which uses
     proprietary technology to offer visitors a network of virtual multi-user
     environments. The Company develops software, content and related technology
     for the creation of interactive, three-dimensional Internet websites. It
     creates its own sites as well as sites available through third-party online
     service providers.

     Basis of Presentation

     The accompanying financial statements are unaudited; however, in the
     opinion of management, all adjustments necessary for a fair statement of
     financial position and results for the stated periods have been included.
     These adjustments are of a normal recurring nature. Selected information
     and footnote disclosures have been prepared in accordance with generally
     accepted accounting principles to interim financial information and the
     rules and regulations promulgated by the Securities and Exchange
     Commission. Results for interim periods are not necessarily indicative of
     the results to be expected for an entire fiscal year. These condensed
     financial statements should be read in conjunction with the audited
     financial statements and accompanying notes for the Company for the year
     ended December 31, 1999. In prior years, the Company was classified as a
     development stage enterprise.

     Software Development Costs

     In accordance with the provisions of Statement of Financial Accounting
     Standards No.86, "Accounting for the Costs of Computer Software to be Sold,
     Leased, or Otherwise Marketed," software development costs incurred by the
     Company subsequent to establishing technological feasibility of the
     resulting product or enhancement and until the product is available for
     general release to customers are capitalized and carried at the lower of
     unamortized cost or net realizable value. Net realizable value is
     determined based on estimates of future revenues to be derived from the
     sale of the software product reduced by the costs of completion and
     disposing of the product.

     $439,000 was capitalized and included in property, equipment and software
     development during the period ended June 30, 1999 and approximately
     $133,000 was capitalized in the period ending June 30, 2000. During the
     period ended June 30, 2000 an adjustment was made to reduce capitalized
     software by $200,000 for options that were not issued. Amortization of the
     costs capitalized commenced in the first quarter of 1999, based on current
     and anticipated future revenues for each product or enhancement with an
     annual minimum equal to straight-line amortization over the remaining
     estimated economic life of the product or enhancement. All software
     development costs are being amortized over a period of three years.
     Amortization expense charged to operations for the periods ended June 30,
     1999 and 2000 was $46,000 and $119,000, respectively.

                                      F-6
<PAGE>


                                Worlds.com Inc.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                             June 30, 2000 and 1999


NOTE 1 (continued)

     Loss Per Share

     Basic and diluted loss per share is calculated by dividing the net loss by
     the weighted average number of shares of common stock outstanding during
     each period. The common stock equivalents, which would arise from the
     exercise of stock options and warrants, are excluded from calculation of
     diluted loss per share since their effect is antidilutive. Therefore, the
     amounts reported for basic and diluted loss per share are the same.

     Stock-Based Compensation

     In the first quarter of 2000, the Company granted options to purchase an
     aggregate of 1,028,500 shares of common stock to directors, officers and
     employees of, and certain consultants to the Company at exercise prices
     ranging from $3.00 to $9.00. In connection with options issued to
     nonemployees, the Company recorded consulting and advertising expense of
     approximately $138,000 for the fair market value of the options using the
     Black-Scholes calculation.

     In April 2000, the Company issued 32,000 shares of common stock to an
     employee in connection with an inventory purchase agreement.

NOTE 2 - GOING CONCERN

     As discussed in Note 3, the Company completed a private placement during
     the first quarter of 2000, raising net proceeds of $3,243,957. In April of
     2000, the Company raised an additional $465,000 through another private
     placement of 142,049 shares of common stock.

     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 significantly curtail or cease operations.

     These factors raise 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.

                                      F-7
<PAGE>


                                Worlds.com Inc.

                    NOTES TO FINANCIAL STATEMENTS (continued)

                             June 30, 2000 and 1999


NOTE 3 - PRIVATE PLACEMENT

     On March 31, 2000, the Company sold 976,597 shares of common stock through
     a private placement. In connection with the Private Placement, the
     placement agent received an option to purchase 73,245 shares of the
     Company's common stock at $3.87 per share for five years. Cumulative net
     proceeds, after commissions and expenses of the offering, aggregated
     $3,243,957.

     On April 7, 2000, the Company sold 142,049 shares of common stock through a
     private placement. Cumulative net proceeds, after commissions and expenses
     of the offering, aggregated $465,000.





                                      F-8
<PAGE>

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


                           Forward Looking Statements

     This report includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements relate to our
future prospects, developments and business strategies.

     These forward-looking statements are identified by their use of terms and
phrases such as "anticipate," "believe," "could," "estimate," "expect,"
"intend," "may," "plan," "predict," "project," "will" and similar terms and
phrases, including references to assumptions.

     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, the following: changes
in general economic and business conditions; changes in current pricing levels;
changes in political, social and economic conditions and local regulations;
changes in technology and the development of new technology; foreign currency
fluctuations; reductions in sales to any significant customers; changes in sales
mix; industry capacity; competition; disruptions of established supply channels;
manufacturing capacity constraints; and the availability, terms and deployment
of capital. See Exhibit 99, "Risk Factors" in our 10-KSB for the year ended
December 31, 1999. If one or more of these risks or uncertainties materialize,
or if underlying assumptions prove incorrect, our actual results may vary
materially from those expected, estimated or projected.

     We do not undertake to update our forward-looking statements or risk
factors to reflect future events or circumstances.

Corporate Background

     Our predecessor was formed in April 1994 to design, develop and
commercialize 3D multi-user tools and technologies for the Internet market. From
inception through 1997, our predecessor's operations were limited and consisted
primarily of start-up activities, including recruiting personnel, raising
capital, custom production work, and research and development. In the third
quarter of 1996, our predecessor launched its first commercial user-oriented 3D
chat site, Worlds Chat 1.0, and began selling the client interface software
through direct sales channels. These sales were nominal. In October 1996, our
predecessor introduced its first commercial toolset for developing 3D multi-user
applications. In the first quarter of 1997, our predecessor became insolvent and
terminated most of its personnel. We thereafter acquired the enterprise through
the contemporaneous mergers in December 1997 of our predecessor with and into
Worlds Acquisition Corp., a Delaware corporation formed in April 1997 and of
Worlds Acquisition Corp. with and into Academic Computer Systems, Inc., a New
Jersey corporation. Academic Computer Systems changed its name to Worlds Inc.
after their mergers. In December 1999, we changed our name from Worlds Inc. to
Worlds.com Inc. in order to better reflect our business as a consumer Internet
web site that offers virtual "worlds" in which consumers interact, conduct
e-commerce and receive entertainment.

                                       2
<PAGE>


Overview

     Worlds.com is a leading 3D entertainment and e-commerce portal which
leverages our proprietary technology to offer visitors a network of virtual,
multi-user environment which we call "worlds". Worlds are visually engaging
online communities where people can come together and, by navigating through the
website, shop, interact with others, attend events and be entertained.

     In support of our portal and our overall business strategy, we design and
develop software, content and related technology for the creation of
interactive, three-dimensional Internet web sites. Using our technology, we
create our own Internet sites, as well as sites available through third-party
online service providers, such as British Telecommunications, Freeserve, the
largest Internet service provider in the United Kingdom, and Time Warner's Road
Runner service, one of the two largest cable-modem based Internet service
providers in the United States.

     During the fourth quarter of 1998, we completed the development of our
Gamma development tool kit. This technology is the foundation of our existing
and planned product offerings. In early 1999, we embarked on our strategy to
commercialize our technology. We are following an aggressive growth strategy by
rapidly exploiting our technology to create 3D chat, entertainment, information
and e- commerce sites for our company and for third parties. We seek to
establish Worlds.com as the leading producer of 3D portals, web sites and
content.

     Revenues

     Historical revenues prior to 1998 were generated by our predecessor
primarily through production service activities and sales of technology
licenses. Following our strategy, we generate revenues in the following manner:

     o sales of music and sports related products through our 41 e-commerce
web sites which essentially are artist-specific online stores and include sites
such as DavidBowieStore.com, RickyMartinStore.com, U2Store.com,
EltonJohnStore.com and BruceSpringsteenStore.com, among
others;

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

     o        VIP subscriptions to our Worlds Ultimate 3-D Chat service and
services that we provide to Freeserve and Roadrunner;

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

     o        on-line advertising revenues; and

     o        e-commerce commissions and fees.

     To date, we have used our technology to develop numerous 3D chat sites and
promotional sites and related products for our company and third parties. We

                                       3
<PAGE>


have also been actively pursuing strategic alliances with a number of companies
that can provide exposure and distribution of our products and technology. We
recently entered into agreements with six major companies in the Internet arena,
including Excite@Home, Road Runner and Freeserve, among others, under which we
produce 3D sites and related products. We are also in negotiations with other
entities for numerous additional projects. No assurance can be given that any
negotiations will lead to the consummation of any additional agreements.

     During 1999, we put an experienced management team in place to manage the
expected growth in our businesses in 2000. We expect our e-commerce sales to
grow as we add music and sports related as well as other online stores at an
anticipated rate of four a quarter.

     During the first quarter of 2000, we began to generate increased
advertising revenue through our relationship with Freeserve. We expect our
advertising and related revenue to grow as we add advertising to our 3D chat
sites and continue to receive advertising revenue from our 2D sites.

     We also expect to see our revenue grow as we rollout 3D entertainment sites
we are developing with e-New Media and British Telecom.

     Our VIP subscriptions are continuing to grow in 2000.

     Expenses

     We classify our expenses into two broad groups:

     o        cost of revenues; and

     o        selling, general and administration.

     During the second quarter of 2000, we continued the implementation of our
new business plan. Significant expenditures were incurred in connection with:

     o     the commercialization of our Gamma technology;

     o     the advertising and marketing campaign;

     o     maintaining our new e-commerce sites; and

     o     developing the infrastructure required to handle and promote
rapid growth.

     Software development costs, consisting primarily of salaries and related
expenses, incurred prior to establishing technological feasibility are expensed
in accordance with Financial Accounting Standards Board (FASB) Statement No. 86.
In accordance with FASB 86, we will capitalize software development costs at
such time as the technological feasibility of the product has been established.
We began capitalizing our software costs in the fourth quarter of 1998 with the
commercial release of three products, AnimalHouse.com, BowieWorld and Worlds
Ultimate 3D Chat. For the six months ended June 30, 2000, we capitalized
$133,000 in software development expenditures.  During the six months ended June
30, 2000 an adjustment was made to reduce capitalized software by $200,000 for
options that were not issued.

                                       4
<PAGE>



Results of Our Operations

     The following data extracted from our unaudited financial statements
compares the results of our operations for the three months ended June 30, 2000
to the three months ended June 30, 1999. The unaudited financial statements
below also compares the results of our operations for the six months ended June
30, 2000 to the six months ended June 30, 1999.


<TABLE>
<CAPTION>
                                                Three Months Ended June 30,           Six Months ended June 30,
                                                ---------------------------           -------------------------
                                                        (unaudited)                          (unaudited)
                                                  1999                2000              1999               2000
                                           ------------------  ------------------  -----------------  ----------------
<S>                                         <C>                  <C>               <C>                 <C>
Net revenues                                $        57,748      $      333,741    $        92,925     $     513,764
Costs and expenses:

     Cost of revenues                               (48,891)           (142,361)           (70,355)         (212,312)
     Selling, general and                          (809,680)         (2,727,300)        (1,425,495)       (4,818,989)
     administrative


          Operating loss                           (800,823)         (2,535,920)        (1,402,925)       (4,517,537)


Other income (expenses):

     Interest income                                  5,180              52,302             17,966            68,053
     Interest expense                               (30,000)            (43,144)           (68,922)          (85,773)


        Net loss                                  $(825,643)        $(2,526,762)       $(1,453,881)      $(4,535,257)
</TABLE>



Three months ended June 30, 2000 compared to three months ended June 30, 1999

     We saw an increase in all revenue categories. We continued to realize other
royalty revenues by licensing our technology to third parties. In the second
quarter of 2000 revenues were $333,741 compared to revenues of $57,748 during
the second quarter of 1999, an increase of 478%. Compared to the first quarter
of 2000 our revenues increased by 85% primarily due to royalty and related
revenues from licensing our technology and our e-commerce business.

     Selling, general and administrative expenses were $2,727,300 for the three
months ended June 30, 2000 as compared to the three months ended June 30, 1999
of $809,680. This represented an increase of $1,917,620. This increase was
attributable to higher costs associated with building a new management team to
develop the infrastructure required to handle and promote rapid growth,
implementation of our contractual relationships with our strategic partners,
increasing the number of and maintaining our new e-commerce sites, implementing
an advertising and marketing campaign and legal and professional fees.

     Other income included $52,302 of interest income for the three months ended
June 30, 2000 earned from the remainder of the proceeds of our share


                                       5
<PAGE>


offerings as compared to $5,180 for the three months ended June 30, 1999. Other
expenses included interest expense of $43,144 directly attributable to our
predecessor's notes payable for the three months ended June 30, 2000. Interest
expense for the three months ended June 30, 1999 was $30,000.

     As a result of the foregoing we incurred a net loss of $2,526,762 for the
three months ended June 30, 2000, compared to a loss of $825,643 for the three
months ended June 30, 1999, an increase of $1,701,119.

Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999

     For the six months ended June 30, 1999, revenue was derived only from VIP
memberships and e- commerce. For the six months ended June 30, 2000 we had
revenue from VIP memberships, e-commerce, advertising and royalty and related
revenues from licensing our technology. In the six months ended June 30, 2000
revenues were $513,764 compared to revenues of $92,925 during the six months
ended June 30, 1999, an increase of 453%.

     Selling, general and administrative expenses were $4,818,989 for the six
months ended June 30, 2000 as compared to $1,425,495 for the six months ended
June 30, 1999. This represented an increase of $3,393,494. This increase was
attributable to higher costs associated with building a new management team to
develop the infrastructure required to handle and promote rapid growth,
implementation of our contractual relationships with our strategic partners,
increasing the number of and maintaining our new e-commerce sites, implementing
an advertising and marketing campaign and legal and professional fees.

     Other income included $68,053 of interest income for the six months ended
June 30, 2000 earned from the remainder of the proceeds of our share offerings
as compared to $17,966 for the six months ended June 30, 1999. Other expenses
included interest expense of $85,773 directly attributable to our predecessor's
notes payable for the six months ended June 30, 2000. Interest expense for the
six months ended June 30, 1999 was $68,922.

     As a result of the foregoing we incurred a net loss of $4,535,257 for the
six months ended June 30, 2000, compared to a loss of $1,453,881 for the six
months ended June 30, 1999, an increase of $3,081,376.

Liquidity and Capital Resources

     At June 30, 2000, we had working capital deficit of $1,472,680 and cash and
cash equivalents in the amount of $1,862,128. There are currently outstanding
convertible promissory notes payable to three of our stockholders (maturing
December 2000) for an aggregate of $1,685,000, and a note payable to one other
stockholder (maturing December 2000) for $250,000.

     At June 30, 2000, our total liabilities were $4,043,123 including the
current term portion of notes payable of $2,074,994.

     In April 2000, we entered into agreements with four investors to sell an
aggregate of 142,049 shares of common stock at $3.52 per share. We raised
aggregate net proceeds from these sales of $465,000.

                                       6
<PAGE>



     In March 2000, we consummated a private placement, selling an aggregate
976,597 shares of common stock. Each share cost $3.52. We raised net proceeds of
$3,243,957.

     In June and August 1999, we consummated two tranches of a private
placement, selling an aggregate of 59 units. Each unit cost $60,000 and
consisted of 15,000 shares of common stock and warrants to purchase 7,500 shares
of common stock. We raised gross proceeds of $3,540,000 in this private
placement, netting proceeds of approximately $3,264,000.

     Net cash provided from financing activities, net of operating and investing
activities from January 1, 1999 through December 31, 1999 was $239,416. At
December 31, 1999, we had a working capital deficit of $1,441,900 and cash and
cash equivalents in the amount of $1,821,180. The negative working capital is
primarily the result of a convertible promissory note payable to one of our
stockholders (maturing December 3, 2000) for $1,685,000, and a note payable to
such stockholder (maturing December 2000) for $250,000.

     As a result of the Mergers, in 1997 we assumed our predecessor's
liabilities of approximately $4.6 million, the majority of which have since been
paid or renegotiated. At December 31, 1999, our total liabilities were
$3,803,146, including the current term portion of notes payable of $2,054,996.

     Our capital requirements relating to the commercialization of our
technology and the development of our web sites and related content have been
and will continue to be significant. Commercialization will require capital
resources greater than what we have now currently available to us. During the
periods that we experience net losses, we expect to be dependent upon sales of
our capital stock and debt securities to finance our working capital
requirements. Based upon our current plans and assumptions relating to our
business plan, we anticipate that our existing capital resources will satisfy
our capital requirements through at least November 2000. However, if our plans
change or our assumptions prove to be inaccurate, we may need to seek additional
financing sooner than currently anticipated or curtail our operations. We will
need to raise additional capital during 2001, which may be in the form of equity
or debt financing. Any issuance of equity securities would dilute the interest
of our shareholders. Additionally, if we incur debt, we will become subject to
risks that interest rates may fluctuate and cash flow may be insufficient to pay
the principal and interest on any such debt. While we hope to raise additional
financing, we have no current arrangements with respect to, or sources of,
additional financing and there can be no assurance that any such financing,
particularly the significant amounts of financing that would be required, will
be available to us on commercially reasonable terms, or at all. Any inability to
obtain additional financing will have a material adverse effect on our business,
including possibly requiring us to significantly curtail or cease operations.

                                       7
<PAGE>



Effect of Recent Accounting Pronouncements

     In March 2000, the Emerging Issues Task Force (the "EITF") reached a
consensus on Issue No. 00-2, Accounting for Web Site Development Costs ("EITF
Issue No. 00-2"), which applies to all web site development costs incurred for
the quarters beginning after June 30, 2000. The consensus states that the
accounting for specific web site development costs should be based on a model
consistent with AICPA Statement of Position 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use or under Statement of
Financial Accounting Standards 86 Accounting for the Cost of Computer Software
to Be Sold, Leased, or Otherwise Marketed (SFAS 86). Under SOP 98-1, costs are
expensed or capitalized according to the stage and related process of web site
development that they relate to. Amortization of capitalized costs begins at the
point in time that the web site becomes operational. Web site software is
accounted for in accordance with SFAS 86, if the Company has a plan at the time
that it is being developed to market the software externally or is developing
such a plan. Accordingly, certain web site development costs that are currently
expensed as incurred may be capitalized and amortized. We have not yet
determined the impact the adoption of EITF Issue No. 00-2 is expected to
have on the financial statements of the Company.

     In March 2000, the FASB issued FASB Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation, an Interpretation of APB
Opinion No. 25" (the "Interpretation"). The Interpretation is intended to
clarify certain issues that have arisen in practice since the issuance of APB
25. We will adopt the Interpretation on July 1, 2000 and do not expect such
adoption to have a significant impact on our results of operations, financial
position or cash flows.

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities," which requires
entities to recognize all derivative financial instruments as either assets or
liabilities in the balance sheet and measure these instruments at fair value.
SFAS No. 133, as amended by SFAS No. 137, is effective for all fiscal years
beginning after June 15, 2000. We do not presently enter into any transactions
involving derivative financial instruments and, accordingly, we do not
anticipate that the new standard will have any effect on our financial
statements.


                                       8

<PAGE>



                            PART II OTHER INFORMATION


Item 2.  Changes in Securities

         (c)      Recent sales of Unregistered Securities

                                     OPTIONS

     The following options were granted on July 17, 2000. One third of the total
of each option vests on July 17, 2001, 2002 and 2003. The exercise price is
$2.00 per share. All options expire on July 17, 2005. We relied on Section 4(2)
of the Securities Act of 1933 as the basis for exemption from registration
because the transactions did not involve any public offering.



           Grantee                          Number of Options
           -------                          -----------------

        Thom Kidrin                               80,000

        Thom Kidrin                               15,000

        Tom Saleh                                 75,000

        Debra Sito                                10,000

        Hal Trencher                              50,000

        Marty Scott                               20,000

        Chris Ryan                                50,000

        Frank Kane                                45,000

        Matt Goheen                               10,000

        Mike Sivak                                30,000

        Julie Renfro                              15,000

        Mike Marakovitz                           15,000

        Anne Johnson                              35,000

        Steve Palechek                            15,000

        Tulley Straub                             15,000

                                       9

<PAGE>

           Grantee                          Number of Options
           -------                          -----------------

        Paul Embry                                20,000

        Sean Waldron                              20,000

        Gary Tobin                                20,000

        Gail Mason (if she agrees                 65,000
        to become an employee)

        Jeremy Leader (if he                      65,000
        agrees to become an employee)

        Steven Chrust                             75,000

        Ken Locker                                15,000

        Bill Harvey                               15,000

        Steven Chrust                             15,000

        New outside Director (to                  50,000
        be named)


Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  27       Financial Data Schedule (June 30, 2000)

         (b)      Reports on Form 8-K

                  None

                                       10
<PAGE>


                                   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:    August 15, 2000


                                        WORLDS.COM INC.


                                            /s/ Thomas Kidrin
                                        By: __________________________
                                            Thomas Kidrin
                                            President, CEO and Treasurer


                                           /s/ Christopher Ryan
                                        By:____________________________
                                           Christopher Ryan
                                           Chief Financial Officer and
                                           Principal Accounting Officer


                                       11