UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                 Amendment No. 1

                                  FORM 10-KSB/A

(Mark One)

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

For the fiscal year ended       December 31, 1999
                          ----------------------------

[ ] 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

                                 WORLDS.COM INC.
                       -----------------------------------
                 (Name of small business issuer in its charter)

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

  15 Union Wharf, Boston, Massachusetts                     02019
------------------------------------------          ------------------------
 (Address of Principal Executive Offices)                 (Zip Code)

Issuer's telephone number:   (617) 725-8900
                            ---------------

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act: Common stock, par
                                                           value $.001 per share

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 __

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State issuer's revenues for its most recent fiscal year: $507,499.
                                                              ---------

     As of March 27, 2000, the aggregate market value of the issuer's common
stock (based on its reported last sale price on the OTC Bulletin Board) held by
non-affiliates of the issuer was approximately $53,017,518. At March 27, 2000,
17,738,531 shares of issuer's common stock were outstanding.



<PAGE>



     The undersigned registrant hereby amends its Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1999 solely to amend Items 11 and 13 of
Part III in order to correct the beneficial ownership of Mr. Steven A. Greenberg
and to include Exhibit 23, as set forth in this amendment.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth, as of March 27, 2000, information regarding
the beneficial ownership of our common stock based upon the most recent
information available to us for (i) those persons or group of persons known by
us to beneficially own more than five percent (5%) of our voting securities,
(ii) each director and director-nominee of Worlds, (iii) each current executive
officer whose compensation exceeded $100,000 in 1999, and (iv) all executive
officers and directors of Worlds, as a group.

                                         Amount and Nature
Name and Address of Beneficial Owner     of Beneficial Owner    Percent of Class
------------------------------------     -------------------    ----------------

Steven Chrust                              2,927,113(1)               15.5%
Michael J. Scharf                          1,391,250(2)(3)             7.8%
Thomas Kidrin                              1,348,333(2)(4)             7.6%
Kenneth A. Locker                            100,000(3)(5)              *
William Harvey                                   -0-(6)                 *
Steven A. Greenberg                        3,364,342(7)               19.0%
All Executive Officers and Directors       5,766,696(8)               30.5%
  as a Group (5 persons)

_____________________________

*    less than 1%

(1)  Includes 1,000,000 shares underlying currently exercisable warrants owned
     by SGC Advisory Services. Also includes (a) warrants to purchase 15,000
     shares of common stock and (b) currently exercisable options to purchase
     98,832 shares of common stock. Also includes 1,363,342 shares of common
     stock currently owned by Steven Greenberg, which Mr. Chrust has the option
     to purchase ("Chrust Option"). Does not include options to purchase 188,668
     shares of common stock which vest in two equal annual installments,
     commencing in March 2001.

(2)  Messrs. Scharf, Kidrin and Greenberg have agreed to vote shares owned by
     them for the election of Mr. Chrust as a director through March 2002.

(3)  Does not include 5,000 shares of common stock issuable upon exercise of
     options, which vest in three equal annual installments, commencing in
     December 2000.

(4)  Includes 58,333 shares of common stock issuable upon exercise of currently
     exercisable options. Does not include 116,667 shares issuable upon exercise
     of options, which vest in two equal annual installments, commencing in
     March 2001.

(5)  Represents shares of common stock issuable upon exercise of currently
     exercisable stock options.

                                                         2


<PAGE>


(6)  Does not include 50,000 shares of common stock issuable upon exercise of
     options, which vest in three equal annual installments, commencing in
     November 2000.

(7)  Includes the 1,363,342 shares of common stock subject to the Chrust Option.

(8)  Includes the shares referred to as being included in notes (1), (3), (4)
     and (5).




ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

          (a)      Exhibits Filed.

                   See Exhibit Index appearing later in this Report.

          (b)      Reports on Form 8-K.

                   None.



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<PAGE>



                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:   April 19, 2000                   WORLDS.COM INC.
                                         (Registrant)


                                         By:   /s/ Thomas Kidrin
                                             --------------------
                                         Name:    Thomas Kidrin
                                         Title:   President and Chief Executive
                                                  Officer

     In accordance with the Securities Exchange Act of 1934, this Report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

<TABLE>
Signatures                                  Title                                                  Date
-------------                               -----------                                            -----
<S>                                         <C>                                               <C>
 /s/ Thomas Kidrin                          President, Chief Executive                         April 19, 2000
-----------------------------               Officer and Director (Chief
Thomas Kidrin                               Financial Accounting Officer)


 /s/ Steven G. Chrust                       Chairman                                           April 6, 2000
-----------------------------
Steven G. Chrust


                                            Director                                           April __, 2000
-----------------------------
Kenneth A. Locker


 /s/ Michael J. Scharf                      Director                                           April 6, 2000
-----------------------------
Michael J. Scharf


                                            Director                                           April __, 2000
-----------------------------
William Harvey


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<PAGE>



                                  EXHIBIT INDEX

                                                                       Incorporated
Exhibit                                                                By Reference         No. in
Number         Description                                             from Document       Ddocument            Page
------         -----------                                               --------            --------           ----
<C>            <C>                                                      <C>                    <C>             <C>
3.1            Certificate of Incorporation                                 A                  3.1
3.1.1          Certificate of Amendment of the Certificate                  B                 3.1.1
               of Incorporation
3.1.2          Certificate of Merger                                        A                 3.1.1
3.2            By-Laws                                                      A                  3.2
4.1            Specimen common stock Certificate                            A                  4.1
4.2            1997 Incentive and Non-Qualified Stock                       C                  4.1
               Option Plan, as amended
4.3            Form of Employee Incentive/Non-Incentive                     C                  4.2
               Stock Option Agreement under the 1997
               Incentive and Non-Qualified Stock Option
               Plan
4.4            Form of Consultant Non-Incentive Stock                       C                  4.3
               Option Agreement under the 1997 Incentive
               and Non-Qualified Stock Option Plan
4.5            Form of Director Non-Incentive Stock                         C                  4.4
               Option Agreement under the 1997 Incentive
               and Non-Qualified Stock Option Plan
4.6            Form of Community Leader Stock Option                        C                  4.5
               Agreement under the 1997 Incentive and
               Non-Qualified Stock Option Plan
4.10           Schedule of Option Grants under Benefit                      C                  4.9
               Plans
10.1           Merger Agreement between Worlds                              D                   99
               Acquisition Corp. and Academic Computer
               Systems, Inc.
10.2           Consulting Agreement between the                             B                  10.2
               Registrant and SGC Advisory, Inc.
23             Consent of BDO Seidman, LLP                                  -                   -              Filed
                                                                                                              Herewith
27             Financial Data Schedule                                      B                   27
99             Risk Factors                                                 B                   99
</TABLE>


A.   Registrant's Registration Statement No. 2-31876.

B.   Registrant's Annual Report on Form 10-KSB filed on March 30, 2000.

C.   Registrant's Registration Statement on Form S-8 (File No. 333-89937).

D.   Registrant's Current Report on Form 8-K filed on December 18, 1997.



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