U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                  FORM 10-KSB/A


(Mark One)

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

    For the fiscal year ended December 31, 2000

                                                         OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

    For the transition period from _______ to _______

                         Commission file number 0-24115


                                WORLDS.COM, INC.
                            ----------------------
             (Exact name of Registrant as specified in Its charter)


                New Jersey                                   22-1848316
      --------------------------------                    -----------------
      (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization                      Identification No.)

      1786 Bedford Street, Stamford, Connecticut                06905
      ------------------------------------------                -----
      (Address of Principal Executive Offices)                 (Zip Code)

                                 (203) 316-0794
                  -----------------------------------------
              (Registrant's Telephone Number, Including Area Code)


The Registrant hereby amends the following items, financial statements, exhibits
or other portions of its Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000 as set forth in the pages attached hereto:

      Item 9.  Directors and Executive Officers of the Registrant
      Item 10. Executive Compensation
      Item 11. Security Ownership of Certain Beneficial Owners and Management
      Item 12. Certain Relationships and Related Transactions


<PAGE>



ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The following table sets forth the names, ages and positions of our
current directors. Our directors are elected annually and serve until the next
annual meeting of stockholders.

  Name                   Age       Position
  ----                   ---       --------

  Steven G. Chrust       52        Chairman of the Board
  Thomas Kidrin          48        President, Chief Executive Officer,
                                   Secretary, Treasurer Director
  Kenneth A. Locker      55        Director
  William Harvey         59        Director



         Steven G. Chrust has been chairman of the board since April 1999. Mr.
Chrust has been involved with the telecommunications and financial services
industries for 25 years. Since May 2000, Mr. Chrust has served as chairman of
the board of Comtel Secure Fiber Telecommunications, Inc., which has a
proprietary technology that secures fiber optic transmissions. Mr. Chrust has
also served as a director of FiberNet Telecom Group, Inc., a facilities-based
carrier that designs, builds and operates intra-building and metropolitan area
broadband networks, since December 1999. Mr. Chrust was the vice chairman and
co-founder of Winstar Communications, Inc. and a member of its board of
directors from 1994 through December 1998. At Winstar he was responsible for
corporate development, strategic and capital planning and acquisitions. Mr.
Chrust has been involved with the telecommunications and financial services
industries for 25 years. He was formerly a chairman and chief executive officer
of AMNEX, Inc., an operator services long distance company, and was executive
vice president of Executone Information Services, Inc., a telecommunications
company. Prior to becoming an executive in the telecommunications industry, Mr.
Chrust was Director of Technology Research at Sanford C. Bernstein & Co., a Wall
Street investment firm, where he was named a top telecommunications analyst each
year for more than a decade by Institutional Investor and ranked as the #1
analyst in the sector for five consecutive years in its all-star ranking. Mr.
Chrust is chairman of the Association for Local Telecommunications Services, the
national organization representing facilities-based competitive local exchange
carriers and is the founder and President of SGC Advisory Services, Inc., a
discretionary money-management service firm specializing in telecommunications
and technology. Mr. Chrust is a graduate of Baruch College in New York.

         Thomas Kidrin has been president, chief executive officer, secretary
and treasurer since December 1997. Mr. Kidrin was also president and a director
of Worlds Acquisition Corp. from April 1997 to December 1997. He has been the
chairman and president of Datastream Corporation, a designer and developer of
interactive products and services, since 1993. Since October 1999, Mr. Kidrin
has also served as a director of EMT Corporation, which is engaged in the
development and marketing of an interactive web-browser with user customized
features focused on affinity online marketing. From December 1991 to June 1996,
Mr. Kidrin was a founder, director, and President of UC Television Network
Corp., a company engaged in the design and manufacture of interactive
entertainment/advertising networks in the college market under the brand name
College Television Network, the largest private network on college campuses in
the United States. Mr. Kidrin is a graduate of the New School of Social
Research.

         Kenneth A. Locker has been a director since December 1997 and prior
thereto was a director of Worlds Acquisition Corp from the date of its formation
in April 1997 to its merger with us in December 1997. Since June 1998 he has
been a Senior Consultant to Intel Corporation on entertainment industry
strategies and has also served as an advisor to Ziff Davis, Inc., an Internet
consulting company, and to Digital Evolution, Inc., a technology publishing
company. From June 1996 to June 1998, he was the general manager and executive
producer for MGM Interactive, Inc., an interactive content and programming
company, where he was responsible for creating and implementing the MGM
Interactive online business strategy. From 1994 to March 1996, he was a founder
and vice president of our predecessor and from 1993 to 1994, he was Senior

                                       2

<PAGE>

Program Consultant for Ziff Davis Communications. From 1990 to 1993, Mr. Locker
was executive vice president and head of production for RHI Entertainment, Inc.,
a television production company, which at the time was 50% owned by New Line
Cinema. Mr. Locker is also on the board of directors of Softbank Forums, Inc., a
technology publishing company which is a division of Softbank Corp. Mr. Locker
is a graduate of Johns Hopkins University.

         William Harvey has been a director since November 1999. In 1972 and
1991, respectively, Mr. Harvey founded New Electronic Media Science, Inc., and
Next Century Media, Inc., marketing, media and research consulting companies
specializing in the marketing, entertainment and interactive media industries.
Mr. Harvey has served as chief executive officer and president of both New
Electronic Media Science and Next Century since their respective inceptions.
Through New Electronic Media Science and Next Century, Mr. Harvey has worked
with major television and cable networks, several RBOCs, major film studios,
IBM, AT&T, advertising agencies, videotex companies and advertisers on the
integration of advertising into various new media. Mr. Harvey invented the
marketing tool known as the Area Dominant Influence for Arbitron and co-founded
International Ratings Services, Inc., the first company to provide United States
movie studios, including Warner Brothers, Columbia and CBS International, with
ratings for their television programs broadcast in foreign countries. Since
1979, Mr. Harvey has also been the publisher of "The Marketing Pulse," a monthly
advertising and media trade newsletter.

Other Executive Officers

         Christopher J. Ryan has been Vice President- Finance since May 2000 and
principal accounting and finance officer since August 2000. From August 1991
through April 2000, Mr. Ryan held a variety of financial management positions at
Reuters America, an information services company. Mr. Ryan is a certified public
accountant. He is a graduate of Montclair State College in New Jersey and
received an M.B.A. degree from Fordham University in New York.

         Thomas Saleh has been our chief technology officer since November 1999
and our chief operating officer since July 2000. From 1998 until November 1999,
Mr. Saleh acted as a consultant and advisor to several public and private
companies. In 1997, Mr. Saleh led an investor group in acquiring the network
services division of ADP. This acquisition served as the core of NetworkTwo. In
1998, Mr. Saleh left his active management role at NetworkTwo, remaining a
director and major shareholder. Mr. Saleh founded American Real Time Services
(ARTS) in 1983, which used standard technologies such as UNIX, Microsoft
Windows, X25, SNA and Internet protocols to replace special purpose hardware and
software. ARTS was acquired by Reuters in 1993. Mr. Saleh remained with Reuters
as vice president of new business development until 1997. Mr. Saleh was also the
founder of Applied Logic, an early provider of Virtual Private Network Services,
which was acquired by Raytheon in 1980. At Raytheon, he held several senior
engineering and business development positions.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our officers, directors and persons who beneficially own more than ten
percent of our common stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. These reporting persons
are also required to furnish us with copies of all Section 16(a) forms they
file. To our knowledge, for the fiscal year ended December 31, 2000, no person
who is a director, officer or beneficial owner of more than ten percent of our
outstanding common stock or any other person subject to Section 16 of the
Exchange Act failed to file on a timely basis, reports required by Section 16(a)
of the Exchange Act.

ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth the compensation paid by us during the
fiscal periods ending December 31, 1998, 1999 and 2000, to our chief executive
officer and to our other most highly compensated executive officers whose
compensation exceeded $100,000 for those fiscal periods.

                                       3

<PAGE>


<TABLE>
<CAPTION>
                                                Summary Compensation Table

                                                            Annual
                                                      Compensation(1)(2)                 Long-Term Compensation
                                                   -----------------------     -------------------------------------------
      Name and Principal                                                                        Securities      All Other
          Position                      Year       Salary ($)    Bonus ($)      Restricted      Underlying    Compensation
                                                                               Stock Awards      Options           ($)
------------------------------------- ----------- ------------- ------------- --------------- --------------- --------------
<S>                                      <C>         <C>             <C>            <C>         <C>                 <C>
Thomas Kidrin                            2000        175,000        -0-            -0-          270,000(3)         -0-
President and CEO                        1999        176,000        -0-            -0-             -0-             -0-
                                         1998        175,000        -0-            -0-             -0-             -0-

Steven G. Chrust,                        2000      270,000(4)       -0-            -0-          377,500(5)         -0-
Chairman of the Board                    1999       85,000(6)       -0-            -0-        1,000,000(6)         -0-
                                         1998         -0-           -0-            -0-             -0-             -0-

Thomas Saleh                             2000       175,000         -0-            -0-          75,000(7)          -0-
Chief Operating Officer and              1999        25,000         -0-            -0-          450,000(8)         -0-
  Chief Technology Officer               1998         -0-           -0-            -0-             -0-             -0-

Christopher J. Ryan                      2000      80,000(9)        -0-            -0-         150,000(10)         -0-
Vice President - Finance                 1999         -0-           -0-            -0-             -0-             -0-
                                         1998         -0-           -0-            -0-             -0-             -0-
</TABLE>


(1)      The above compensation does not include other personal benefits, the
         total value of which do not exceed the lesser of $50,000 or 10% of such
         person's or persons' cash compensation.

(2)      Pursuant to the regulations promulgated by the SEC, the table omits
         columns reserved for types of compensation not applicable to us.

(3)      Represents options to purchase 125,000, 25,000, 25,000 and 95,000
         shares of our common stock at $5.68, $6.00, $9.00 and $2.00 per share,
         respectively.

(4)      Represents amounts paid by us under an agreement with SGC Advisory
         Services, Inc., a firm which provides us with consulting services, and
         of which Mr. Chrust is president and sole stockholder. The agreement
         initially provided for an annual consulting fee of $120,000 which fee
         was increased, pursuant to the terms of the agreement, to $300,000 in
         March 2000. Of the $270,000 that was earned and accrued in 2000,
         $150,000 was converted into units offered in our January 2001 private
         placement.

(5)      Represents options to purchase 187,500, 50,000, 50,000 and 90,000
         shares of our common stock at $5.68, $6.00, $9.00 and $2.00 per share,
         respectively.

(6)      Represents warrants granted to SGC Advisory Services, Inc. upon
         execution of the agreement described in footnote (4). The warrants are
         exercisable to purchase common stock at $0.50 per share.

(7)      Represents options to purchase 75,000 shares of our common stock at
         $2.00 per share.

(8)      Represents options to purchase 250,000, 100,000 and 100,000 shares of
         our common stock at $2.875, $5.00 and $7.00 per share, respectively.

(9)      Mr. Ryan's employment with us began in May 2000 at an annual base
         salary of $120,000. Mr. Ryan was paid a total of $80,000 in 2000.

                                       4
<PAGE>

(10)     Represents options to purchase 65,000, 25,000, 10,000 and 50,000 shares
         of our common stock at $4.00, $6.00, $9.00 and $2.00 per share,
         respectively.

Employment Agreements

         We currently do not have a written employment agreements with Thomas
Kidrin, our president and chief executive officer, and Chris Ryan, our vice
president of finance and principal accounting and financial officer.

         We do not have a written employment agreement with Steven Chrust, our
chairman of the board. However, we have entered into a three-year financial
advisory and consulting agreement, dated March 23, 1999, with SGC Advisory
Services, Inc., of which Mr. Chrust is the president and sole shareholder. The
agreement provides for an annual fee of $120,000. In the event that we raise $5
million in cash from investors and the market value of our issued and
outstanding common stock is at least $100 million, the annual fee will be raised
to $300,000. At the time of execution of the agreement, SGC was granted
immediately exercisable warrants to purchase 1,000,000 shares of our common
stock at $5.00 per share.

         We have negotiated a three-year employment agreement with Mr. Saleh
pursuant to which Mr. Saleh serves as our chief technology officer and chief
operating officer. It provides for a base salary of $175,000 per year with
annual increases of 5% of his then current base salary. It also provides that
Mr. Saleh is eligible for a cash bonus, payable in the second and third year of
the agreement, not to exceed 30% of his base salary then in effect. In 1999 Mr.
Saleh was granted options in three tranches as follows: (i) an option to
purchase 250,000 shares of common stock at $2.875 per share; (ii) an option to
purchase 100,000 shares of common stock at $5.00 per share; and (iii) an option
to purchase 100,000 shares of common stock at $7.00 per share. 25% of each
tranche vested on November 8, 2000, and the remaining shares vest in
installments of 25% on each of the next three anniversaries of such date. Mr.
Saleh is also entitled to receive the same type of benefits that are generally
afforded to our other senior executives including medical, life, disability and
other benefits as well as four weeks vacation.

Compensation of Directors

         Non-employee directors, excluding Mr. Chrust, will be reimbursed for
reasonable travel and lodging expenses incurred in attending meetings of the
board of directors and any committee on which they may serve. Each year, on the
date of our annual meeting of shareholders, our outside directors automatically
receive option grants to purchase 5,000 shares of our common stock.

Option Grants

         The following table represents the stock options granted in the fiscal
year ended December 31, 2000, to our executive officers identified in the
Summary Compensation Table above.



                                       5
<PAGE>


<TABLE>
<CAPTION>
                                     Options Granted in the Last Fiscal Year

                                  Number of
                                  Securities      Percent of Total
                                  Underlying       Options Granted     Exercise Price of
                                Options Granted    to Employees in        Options ($)          Expiration Date
     Name of Executive                (#)          Fiscal Year (%)
------------------------------ ------------------ ------------------ ---------------------- ------------------
<S>                                <C>                 <C>                   <C>                   <C>
Steven G. Chrust                   187,500                                   5.68                  3/16/05
                                    50,000               25                  6.00                  3/16/05
                                    50,000                                   9.00                  3/16/05
                                    90,000                                   2.00                  7/19/05

Thomas Kidrin                      125,000                                   5.68                  3/16/05
                                    25,000               18                  6.00                  3/16/05
                                    25,000                                   9.00                  3/16/05
                                    95,000                                   2.00                  7/19/05

Thomas Saleh                        75,000                5                  2.00                  7/19/05

Christopher J. Ryan                 65,000                                   4.00                  3/01/05
                                    25,000               10                  6.00                  3/01/05
                                    10,000                                   9.00                  3/01/05
                                    50,000                                   2.00                  7/19/05
</TABLE>

         None of the executive officers listed in the above summary compensation
table exercised any stock options during 2000. The following table sets forth
certain information concerning the fiscal year end value of unexercised options
held by such persons.

<TABLE>
<CAPTION>
                            Aggregated Fiscal Year End Option Values

                     Number of Securities Underlying Unexercised Options at Fiscal Year End:
                     ------------------------------------------------------------------------
Name                          Exercisable (#)                             Unexercisable (#)
                     ------------------------------------- ----------------------------------
<S>                             <C>                                          <C>
Steven G. Chrust                1,095,852(1)                                 281,648(1)

Thomas Kidrin                     58,333(1)                                  281,667(1)

Thomas Saleh                     112,500(1)                                  412,500(1)

Christopher J. Ryan               33,000(1)                                  117,000(1)
</TABLE>

(1)      None of the unexercised options at fiscal year end are in-the-money
         options, as determined by taking the difference between the closing
         sale price of our common stock on December 31, 2000 ($0.085) and the
         exercise prices of the options, multiplied by the number of shares of
         common stock subject to the options.

1997 Stock Option Plan and Other Options

         The 1997 incentive and non-qualified stock option plan, as amended, has
been adopted by the board and the shareholders as an incentive for, and to
encourage share ownership by our directors, officers and other key employees and
consultants and management of possible future acquired companies. The 1997 plan

                                       6

<PAGE>

was amended at our annual meeting of shareholders in December 1999 to increase
the number of shares of common stock available under the plan from 1,000,000 to
3,000,000. The plan also allows for the granting of stock appreciation rights in
tandem with, or independently of, stock options. Independent (stand-alone)
grants of stock appreciation rights are not counted against the plan's limit.
The purpose of the 1997 plan is to make both incentive stock options within
the meaning of Section 422A of the Internal Revenue Code of 1986, as amended,
and non-qualified options and stock appreciation rights available to our
officers, directors and other key employees and consultants in order to give
these individuals a greater personal interest in our success and, in the case of
employees, an added incentive to continue and advance in their employment.

         The board designates who receives grants under the 1997 plan and
determines the number of options and stock appreciation rights, as the case may
be, to be granted. The price payable for the shares of common stock underlying
each option will be fixed by the board at the time of the grant. In the case of
incentive stock options, however, the exercise price must not be less than 100%
of the fair market value of common stock at the time the option is granted. The
board of directors also determines the term and vesting schedule of all options
and stock appreciation rights granted, provided that no option may be
exercisable later than ten years after the date of grant.

         As of December 31, 2000, there were outstanding grants under the plan
of options to purchase an aggregate of approximately 1,903,000 shares of common
stock. Our directors and officers hold options to purchase an aggregate of
approximately 860,000 of common stock under the plan, at exercise prices ranging
from $0.4062 to $9.00.

         At December 31, 2000, we had other outstanding options and warrants to
purchase an aggregate of 2,953,345 shares of our common stock. Our directors and
officers hold non-plan options and warrants to purchase an aggregate of
approximately 1,947,500 shares of common stock at per-share prices ranging from
$1.00 to $10.00.

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

         The following table sets forth, as of April 15, 2001 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 of our directors, (iii) each current executive officer
whose compensation exceeded $100,000 in 2000, and (iv) all of our executive
officers and directors as a group.


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

Steven G. Chrust                            7,535,791(1)              28.4%

Thomas Kidrin                               1,348,333(2)(3)            7.0%

Christopher J. Ryan                           271,892(4)               1.4%

Kenneth A. Locker                              26,666(5)                  *

William Harvey                                 16,666(6)                  *

Thomas Saleh                                1,545,849(7)               7.5%

Steven A. Greenberg                         2,046,562(2)              10.7%

Michael J. Scharf                           1,381,250(2)(8)            7.2%

Primo Capital Growth Fund                   1,507,199(9)               7.3%

Robert Newman                               2,324,891(10)             10.8%

All Executive Officers and Directors
   as a Group (6 persons)                  10,745,197(11)             37.7%

----------------------------------
*        less than 1%

                                       7
<PAGE>

(1)      Includes (i) 1,000,000 shares of common stock issuable upon exercise of
         the warrants held by SGC; (ii) 60,000 shares of common stock held of
         record by Steven and Sharon Chrust jointly; (iii) 60,000 shares of
         common stock held of record by Bear Stearns Securities Corp., as
         custodian for Mr. Chrust's Individual Retirement Account; (iv) 16,000
         shares of common stock held of record by Mr. Chrust's IRA, originally
         acquired by the Steven Chrust BSSC Master Def Contribution Profit
         Sharing Account; (v) 15,000 shares of common stock held of record by
         the Eve Chrust 2000 Business Trust, for the benefit of Eve Chrust, Mr.
         Chrust's daughter; (vi) 15,000 shares of common stock held of record by
         the Liza Chrust 1999 Beneficiary's Trust, for the benefit of Liza
         Chrust, Mr. Chrust's other daughter; (vii) 6,258,958 shares of common
         stock issuable upon conversion of 6% convertible promissory notes;
         (viii) 15,000 shares of common stock issuable upon the exercise of
         presently exercisable warrants granted to Steven and Sharon Chrust,
         jointly; and (ix) 95,833 shares of common stock issuable upon exercise
         of options that become exercisable within 60 days. Does not include
         581,148 shares of common stock underlying stock options that are not
         currently exercisable.

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

(3)      Includes 58,333 shares of common stock issuable upon exercise of stock
         options that become exercisable within 60 days. Does not include
         401,667 shares of common stock underlying stock options that are not
         currently exercisable.

(4)      Includes 238,892 shares of common stock issuable upon conversion of 6%
         convertible promissory notes and 33,000 shares of common stock issuable
         upon currently exercisable stock options. Does not include 342,000
         shares of common stock underlying stock options and warrants that are
         not currently exercisable.

(5)      Represents 26,666 shares of common stock issuable upon exercise of
         currently exercisable stock options. Does not include 28,334 shares of
         common stock underlying stock options that are not currently
         exercisable.

(6)      Represents 16,666 shares of common stock issuable upon exercise of
         currently exercisable stock options. Does not include 48,334 shares of
         common stock underlying stock options that are not currently
         exercisable.

(7)      Represents 1,433,349 shares of common stock issuable upon conversion of
         6% convertible promissory notes held jointly by Mr. Saleh and his wife
         and 112,500 shares of common stock issuable upon exercise of currently
         exercisable stock options. Excludes 762,500 shares of common stock
         underlying stock options and warrants that are not currently
         exercisable.

(8)      Mr. Scharf resigned as a director, effective May 30, 2000.

(9)      Represents 73,850 shares of common stock and 1,433,349 shares of common
         stock issuable upon conversion of 6% convertible promissory notes.
         Excludes 150,000 shares of common stock underlying warrants that are
         not currently exercisable. Brett Friedland, investment manager,
         exercises sole voting control over these shares.

(10)     Represents 413,759 shares of common stock and 1,911,132 shares of
         common stock issuable upon conversion of 6% convertible promissory
         notes. Excludes 200,000 shares of common stock underlying warrants that
         are not currently exercisable.

(11)     Includes and excludes the shares referred to in footnotes 1, 2, 3, 4,
         5, 6 and 7.


                                       8

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         We have entered into a Financial Advisory and Consulting Agreement,
dated March 23, 1999, with SGC Advisory Services, Inc., of which Mr. Chrust is
the president and sole shareholder. The agreement continues through March 2002
and provides for an initial annual fee of $120,000. The annual fee increased to
$300,000 in March 2000. In addition, we granted warrants to SGC to purchase
1,000,000 shares of our common stock at $.50 per share. The warrants are
exercisable through April 13, 2006. In connection with the engagement of SGC,
Messrs. Kidrin, Greenberg and Scharf agreed (i) to contribute to us for
cancellation 300,000, 881,250 and 318,750 shares of our common stock,
respectively, and (ii) during the term of the consulting agreement, to vote any
shares of our common stock owned by them for the election of Mr. Chrust as a
director.

         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 at an exercise price of $5.00 per share. Mr. Chrust purchased
two units in this private placement.

         In December 1997, we entered into a month-to-month consulting agreement
with Steven A. Greenberg. The agreement provided for monthly compensation of
$15,000 plus reimbursement of reasonable expenses actually incurred. This
agreement was terminated in February 2000. During 1997, Mr. Greenberg loaned
$77,000 to Worlds Acquisition Corp. on an interest-free basis of which $73,000
was repaid as of December 31, 1998, and the balance was repaid as of June 30,
1999.

         On March 10, 2000, Mr. Chrust, our chairman, and The Advent Fund LLC
purchased 302,939 shares and 151,469 shares of common stock, respectively, at a
purchase price of $3.301 per share from Steven A. Greenberg, a founder of Worlds
Acquisition Corp. and a principal shareholder of ours, in private transactions.
Mr. Chrust also purchased options at $.007335 per share to purchase 1,363,342
additional shares of common stock owned by Mr. Greenberg at $3.301 per share. On
April 27, 2000, Mr. Chrust, in a private transaction, assigned 1,317,780 of
these options at a price of $.007335 per share. The shares purchased from Mr.
Greenberg by Mr. Chrust, Advent and the transferees of the options are
registered for resale. The remaining 45,562 options expired unexercised.

         In January 2001, we consummated a private placement of units, each unit
consisting of a $50,000 principal amount 6% convertible promissory note and a
warrant to purchase 50,000 shares of our common stock. We sold 37.6 units at a
per-unit price of $50,000 for aggregate proceeds of $1,880,000, of which
$1,345,000 was paid in cash and $535,000 was paid by converting certain of our
outstanding debt and other obligations. The notes are our unsecured obligations
and are due on July 2, 2002, subject to certain mandatory prepayments. The
conversion price of the notes and exercise price of the warrants is $0.10465,
representing 115% of the average last sale price of a share of common stock as
reported by the OTC Bulletin Board for the five consecutive trading days
immediately prior January 2, 2001, the date of the initial closing of the
private placement. Steven Chrust, our chairman, purchased 13.1 units in the
private placement, of which $255,000 was invested in cash and $400,000 was
invested through the conversion of existing outstanding obligations we owed to
Mr. Chrust, including $250,000 pursuant to the terms of a convertible negotiable
promissory note evidencing Mr. Chrust's prior loan to us on November 8, 2000.
Pursuant to the terms of this note, the unpaid principal amount then due on the
note was required to be converted into securities being in our next offering
grossing net proceeds of at least $500,000. In addition, Mr. Chrust agreed to
forfeit warrants to purchase 375,000 shares of our common stock which were
issued to him in connection with the note. Various other officers, directors and
employees purchased an additional 4.1 units, all of which was invested in cash.



                                       9
<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 30, 2001                 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.


Signatures                 Title                                      Date
----------                 -------                                   ------

/s/ Thomas Kidrin
_______________________    President, Chief Executive Officer     April 30, 2001
Thomas Kidrin              and Director (Chief Financial
                           Accounting Officer)

/s/ Steven G. Chrust
_______________________    Chairman of the Board                  April 30, 2001
Steven G. Chrust

/s/ Christopher J. Ryan
_______________________    Vice President B Finance and           April 30, 2001
Christopher J. Ryan        Principal Accounting and Financial
                           Officer