UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549







Form
      10-KSB




(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, 2002


o
            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.


(Name
      of Small Business Issuer in its Charter)







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





11
      Royal Road, Brookline,
      MA  02445


(Address
      of Principal Executive Offices)





(617)
      725-8900


(Issuer’s
      Telephone Number)







Securities
      registered under Section 12(b) of the Act:


Title
                of each
                class
            
            Name
                of each exchange
              on
                which
                registeredNone
            
            Not
                Applicable




Securities
      registered under Section 12(g) of the Exchange Act:




Common
      Stock, $.001 par value


(Title
      of Class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




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




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.
    YesoNox




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of the 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. x




The
      Registrant’s revenues for its fiscal year ended December 31, 2002 were
      $161,537.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the issuer computed by reference to the price at which the
      common equity was sold, or the closing price of such common equity, as of March
      4, 2008 (a date within the past 60 days) was approximately
      $9,578,886.





At
      December 31, 2002, the registrant had outstanding 33,830,393 shares of par
      value
      $.001 Common Stock, of which approximately 32,540,393 shares were held by
      non-affiliates.





At
      March
      4, 2008, the registrant had outstanding 49,830,393 shares of par value $.001
      Common Stock, of which approximately 43,540,393 shares were held by
      non-affiliates.




Transitional
      Small Business Disclosure Format (check one):    oYesxNo





CAUTIONARY
      STATEMENT REGARDING FORWARD LOOKING INFORMATION





This
      report includes forward-looking statements within the meaning of Section 27A
      of
      the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
      1934. These statements involve risks and uncertainties and our actual results
      could differ significantly from those discussed herein. These include statements
      about our expectations, beliefs, intentions or strategies for the future, which
      we indicate by words or phrases such as "anticipate," "expect," "intend,"
      "plan," "will," "believe," "estimate" and similar language, including those
      set
      forth in the discussion under "Description of Business," including the "Risk
      Factors" described in that section, and "Management's Discussion and Analysis
      or
      Plan of Operation" as well as those discussed elsewhere in this Form 10-KSB.
      We
      base our forward-looking statements on information currently available to us,
      and we believe that the assumptions and expectations reflected in such
      forward-looking statements are reasonable, and we assume no obligation to update
      them. Statements contained in this Form 10-KSB that are not historical facts
      are
      forward-looking statements that are subject to the "safe harbor" created by
      the
      Private Securities Litigation Reform Act of 1995.










TABLE
      OF CONTENTS


PART
                IItem 1
            
            Description
                of
                Business
            
            3Item 2
            
            Description
                of
                Property
            
            3Item 3
            
            Legal
                Proceedings
            
            3Item 4
            
            Submissions
                of Matters to a Vote
                of Security Holders
            
            3PART IIItem 5
            
            Market
                for Common Equity, Related
                Stockholder Matters And Small Business Issuer Purchases of Equity
                Securities
            
            4Item 6
            
            Management’s
                Discussion and
                Analysis or Plan of Operation
            
            6Item 7
            
            Financial
                Statements
            
            10Item 8
            
            Changes
                in and Disagreements with
                Accountants on Accounting and Financial Disclosure
            
            10Item 8A
            
            Controls
                and
                Procedures
            
            10PART IIIItem 9
            
            Directors,
                Executive Officers,
                Promoters and Control Persons; Compliance With Section 16(a) of the
                Exchange Act
            
            11Item 10
            
            Executive
                Compensation
            
            12Item 11
            
            Security
                Ownership of Certain
                Beneficial Owners and Management
            
            14Item 12
            
            Certain
                Relationships and Related
                Transactions
            
            15Item 13
            
            Exhibits,
                Lists and Reports on
                Form 8-K
            
            15Item 14
            
            Principal
                Accountant Fees and
                Services
            
            15





2
 Table
          of Contents




INTRODUCTORY
      NOTE





As
      described below, due to a lack of funds we became inactive in mid-2001 and
      were
      dormant for approximately six years. Now, in the first quarter of 2008, we
      have
      the funds to prepare and file all of our historical quarterly and annual
      reports. We caution the reader that although this filing is being made many
      years late, unless otherwise specified, all disclosures are being made as of
      the
      last date of the period covered by this report.




PART
      I




ITEM
      1. DESCRIPTION OF BUSINESS.




General




Worlds.com
      is a leading 3D entertainment portal which leverages our proprietary technology
      to offer visitors a network of virtual, multi-user environments which we call
      "worlds". These worlds are visually engaging online environments featuring
      animation, motion and content where people can come together and, by navigating
      through the website, shop, interact with others, attend events and be
      entertained. In support of this portal and our overall business strategy, we
      design and develop software, content and related technology for the creation
      of
      interactive, three-dimensional ("3D") Internet web sites. Using our technology,
      we create our own Internet sites, as well as sites available through third-party
      online service providers.




Sites
      using our technology allow numerous simultaneous visitors to enter, navigate
      and
      share interactive "worlds". Our 3D Internet sites are designed to promote
      frequent, repeat and prolonged visitation by users by providing them with unique
      online communities featuring dynamic graphics, highly useful and entertaining
      information content, and interactive capabilities. We believe that our sites
      are
      highly attractive to advertisers because they offer access to
      demographic-specific user bases comprised of people that visit the site
      frequently and stay for relatively long periods of time.





Recent
      developments





Worlds
      terminated all full time employees in June 2001 and ceased SEC reporting as
      a
      result of the internet market meltdown and an aborted financing the company
      had
      planned for September 2001. The company has continued to maintain its service
      since daily operations ceased as well as continued software development on
      an as
      needed basis and under contract licenses.





While
      the
      company has kept the service up there have been thousands of customer created
      worlds and Avatars developed using Worlds tools and hosted on the members’
PCs.




Our
      Technology




We
      use
      our proprietary technology to produce three-dimensional portals and web sites
      for Worlds.com and third parties. We believe that our core technology delivers
      a
      considerably faster frame rate for user experiences and, in some cases, a
      meaningful productivity increase in art production and integration over its
      previous generation production tools. Our technology permits the development
      of
      virtual worlds which have broad applications. These applications include but
      are
      not limited to:




o
      a
      virtual meeting place (such as a fan club);




o
      a 3D
      e-commerce store (where merchandise can be viewed in 3D and purchased online);
      and




o
      a
      virtual classroom (where content can be viewed via video streaming and then
      discussed in real time).




Our
      core
      technology has substantial elements written in Sun Microsystem's programming
      language, Java, including WorldsBrowser and WorldsShaper, so we expect that
      it
      can be made portable across Windows and UNIX Platforms because of Java's
      platform independence.




Our
      core
      technology includes:




o
            WorldsShaper:
                WorldsShaper is the visual authoring component of our platform. It
                allows
                for quick assembly of pieces to create multi-user, shared state,
                virtual
                worlds. The WorldsShaper is an advanced compositing 3D building tool
                that
                integrates pre-existing or custom content, such as 3D models, textures
                or
                images created in Adobe's Photoshop, or midi or wave sound files,
                with
                architectural geometry and interactive behaviors and actions written
                in
                Java. The architectural building blocks for creating 3D worlds, the
                flexibility and power of integrating professional modeling and imaging
                tools, and the extensibility via Java make the WorldsShaper a tool
                well-suited for rapid creation of 3D
                environments.




o
            WorldsServer:
                WorldsServer is the scalable software that we use to control and
                operate
                our on-line virtual communities. WorldsServer manages the registration
                and
                authentication of users, the locations of users within the 3D environment,
                the physical structure of the 3D environment, all information regarding
                objects that are "shared" by the participants and any of the interactions
                between the users such as text chat. This platform also integrates
                an HTTP
                server for the delivery of other content such as audio and video
                streaming
                and secure e-commerce applications.




o
            WorldsBrowser:
                WorldsBrowser is used to access the 3D environments. The browser
                is
                optimized for speed, delivering relatively fast frame rates per second
                in
                highly textured virtual 3D worlds.




o
            WorldsPlayerTM:
                The WorldsPlayer allows
                users to view and experience our multi-user, interactive technology.
                Any
                world created with the WorldsShaper will be viewable and navigable
                with
                the WorldsPlayer. The WorldsPlayer has a high frame rate for fast,
                quality
                graphics, an easy-to-use graphic user interface, 2D web browser
                integration, automatic upgrade capability over the internet and a
                complete
                communication tool set including text chat, voice-to-voice chat,
                e-mail
                and animation.




o
            Worlds
                Gamma Libraries: The Worlds Gamma Libraries are composed of sample
                worlds,
                textures, models, avatars, actions, sensors, sounds, motion sequences,
                and
                other behaviors.




3
 Table
          of Contents




Worlds
      Ultimate 3D Chat




We
      operate a proprietary online 3D Internet chat site known as Worlds Ultimate
      3D
      Chat, an interactive site employing our 3D technology. This site is targeted
      toward the music industry and fans. Our 3D technology enhances users' chat
      experiences by allowing users to see a representation of each other in the
      form
      of highly textured characters, known as avatars, and to explore a 3D environment
      together. Users have the option to create avatars or choose from pre-defined
      figures in our library. Users communicate with each other through text chat,
      as
      well as voice-to-voice chat and can move through the many virtual "worlds"
      of
      the 3D environment.




The
      user
      moves his or her avatar through these worlds using a mouse or keyboard arrow
      keys and can:




o
      engage
      other avatars in one-on-one text-based or real voice-to-voice
      discussions;




o
      enter
      theme-based chat rooms featuring group discussions on numerous music styles,
      specific recording artists and other topics;




o
      experience interactive advertising and promotions;




o
      access
      information on various recording artists, concert schedules and other
      music-related and nonmusic-related information;




o
      view
      new music videos by leading recording artists;




o
      listen
      to selections from newly released CDs by numerous recording
      artists;




o
      purchase music and recording artist-related merchandise online; and




o
      design
      their own unique avatar as a VIP subscriber.




We
      believe that the user base to the Worlds Ultimate 3D Chat site will develop
      into
      a valuable asset. Worlds Ultimate 3D Chat also contains an e-commerce component,
      which we believe is the first commercial real 3D virtual store online, selling
      music merchandise of various major recording artists.




In
      order
      to increase the number of potential subscribers to our 3D music sites, we offer
      a modified demo version of our Worlds Ultimate 3D Chat product as a free
      download. By reducing the price barrier, we hope to generate new members to
      our
      Chat service. The proliferation of Worlds Ultimate 3D Chat may also increase
      corporate brand identity that could translate into valuable consumer data and
      related advertising potential.




We
      believe that there is an opportunity to further exploit the Worlds Ultimate
      3D
      Chat product in modified form. We are now exploring the modification of Worlds
      Ultimate 3D Chat as a corporate Intranet chat and information service for
      corporate clients. The modified application of Worlds Ultimate 3D Chat, if
      successfully modified and then marketed, could provide us with an ongoing
      revenue stream based on the licensing fees for our server technology, as well
      as
      a per employee annual subscription fees.




Our
      Strategy




Our
      goal
      is to become a leading provider of interactive 3D Internet sites where
      entertainment content, interactive chat and e-commerce opportunities converge
      to
      provide communities for users and advertisers. Keys to achieving our goal
      are:




o
            Producing
                interactive multimedia 3D sites. We believe that music and entertainment
                brands readily lend themselves to exploitation through web sites
                utilizing
                our technology. We also believe that the highly graphic, interactive
                nature of sites using our technology appeals to users drawn to music
                and
                entertainment based sites, differentiates such sites from other non-3D
                music and entertainment based sites and thereby encourages repeat
                visitation. Because our technology allows for the creation of multiple
                worlds accessible from a web site, it allows such sites to segregate
                users
                of different tastes and
                demographics.




o
            Creating
                effective offline distribution partnerships with recording artists
                and
                their record companies. We seek to enter into alliances with recording
                artists and their record companies




o
            Creating
                Brand Identity for Worlds.com. Public awareness of our site and products
                is critical to our success. We seek to build this awareness by entering
                into co-branding arrangements with other high-profile Internet companies
                and music and entertainment
                companies.




o
            Creating
                Other Services Using Our Interactive 3D
                Technology.




o
            Pursuing
                Alliances and Cross Promotional Opportunities. Our strategy for expanding
                brand recognition through online advertising depends to some extent
                on our
                relationships with our distribution and content partners. We have
                entered
                into strategic alliances with several leading enterprises and regularly
                seek additional opportunities to provide our 3D Internet technology
                and
                content to other companies for their use in connection with the marketing
                and delivery of their own products and services.




Representative
      alliances and customers




We
      have
      established strategic relationships and/or provided 3D content related services
      to various entities, including, among others:




Aerosmith




In
      January 2001, we entered into a revenue sharing agreement with Aerosmith to
      create and operate an official 3D Aerosmith environment entitled "Aerosmith
      World" and to redesign Aerosmith's official website, which currently resides
      at
      www.Aerosmith.com. We plan to begin to offer memberships to "Aerosmith
      interactive", which gives subscribers access to advance ticket sales and
      exclusive merchandise and discounts. "Aerosmith World" is currently available
      for download from www.Worlds.com.




Competition




The
      markets in which we currently operate and those we intend to enter are
      characterized by intense competition and an increasing number of new market
      entrants which have developed or are developing competitive products. We will
      face competition from numerous sources, including prospective customers which
      may develop and market their own competitive products and services, software
      companies, and online and Internet service providers. We believe that
      competition will be based primarily on ease of use, price and features,
      including communications capabilities and content.




In
      addition, certain companies have developed or may be expected to develop
      technologies or products in related market segments which could compete with
      certain technologies or products we have or are developing. We expect that
      such
      companies, as well as other companies, including established and newly formed
      companies, may attempt to develop products that will be in direct competition
      with ours. Many of our competitors have advantages over us,
      including:


o
            longer
                operating histories and greater financial, technical, marketing and
                other
                resources;


o
            a
                wider range of services and financial
                products;


o
            greater
                name recognition and larger customer
                bases;


o
            more
                extensive promotional activities;
                and


o
            cooperative
                relationships among themselves and with third parties to enhance
                services
                and products.




4
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          of Contents




Currently,
      there are many companies collaborating to establish standardization of 3D usage
      on the Internet, the adoption of which may require changes to our technology.
      If
      we fail to recognize or address the need for new service or product
      introductions our business and financial condition could be materially adversely
      affected. Competitors may develop superior technology or determine as a group
      to
      adopt standards with which our technology is not compatible.




Many
      companies now compete with us in one way or another and new ones may emerge
      in
      the future. The competition may be through entry into the same markets, or
      through technology that either obviates our advantages or lowers the barrier
      to
      entry in one of our markets. The markets in which we compete are characterized
      by rapid changes in technology and customer requirements, frequent new service
      and product introductions and evolving industry standards which could result
      in
      product obsolescence or short product life cycles. Accordingly, our ability
      to
      compete will be dependent upon our ability to develop and successfully introduce
      new products into the marketplace in a timely manner and to continually enhance
      and improve our technology to meet the increasingly sophisticated and varied
      needs of our users and prospective users.




Intellectual
      Property




U.S.
      Patents: Worlds has been granted U.S patent 6,219,045 for multi-server
      technology for 3D applications, which is Worlds' core technology.  We
      are now looking into the implications and breadth of the patent in order to
      maximize its benefits to Worlds.  The description of the patent is as
      follows:





"The
      present invention provides a highly scalable architecture for a three
      dimensional, multi-user, interactive virtual world system.  In a
      preferred embodiment a plurality of users interact in the three-dimensional,
      computer-generated graphical space where each user executes a client process
      to
      view a virtual world from the perspective of that user.  The virtual
      world shows Avatars representing the other users who are neighbors of the user
      viewing the virtual world.  In order that the view can be updated to
      reflect the motion of the remote user's Avatar, motion information is
      transmitted to a central server process that provides position updates to client
      processes for neighbors of the user at that client process.  The
      client process also uses an environment database to determine which background
      objects to render as well as to limit the number of displayable Avatars to
      a
      maximum number of Avatars displayable by that client."





Trademark:
      Worldsplayer - The WorldsPlayer is especially designed to allow users to view
      and experience the multi-user, interactive Worlds Gamma technology. Any world
      created with the WorldsShaper will be viewable and navigable with
      WorldsPlayer.  Utilizing the WorldsPlayer, a user assumes a persona
      (via a digital actor, or Avatars), and can then move, view, chat, play, express
      one's self via gestures and animations, voice chat, send email, join discussion
      groups, listen to music, shop at Worlds 3D stores, and watch videos, all in
      the
      company of users from around the world, within the 3D
      environment.  The WorldsPlayer boasts high frame rate for fast, high
      quality graphics, an easy to use graphic user interface, seamless 2D Web browser
      integration, auto-upgrade capability over the Internet, and a complete
      communication tool set including chat, voice-to-voice chat, email and animation.
      The WorldsPlayer offers users the unique and creative experience of customizing
      their Avatars, while maintaining the ability to animate and activate their
      Avatars.




In
      addition to our patent and trademark, we intend to enter into confidentiality
      agreements with key employees and consultants to protect our IP and general
      know-how.




Employees




As
      of
      December 31, 2002, we had 0 full time employees.Our
      president, Thomas Kidrin, devotes such of his time as necessary to keep our
      servers maintained and operating for the continued use of our
      members.




Corporate
      History




We
      were
      formed as a result of the contemporaneous mergers on December 3, 1997 of Worlds
      Inc., a Delaware corporation formed on April 26, 1994 with and into Worlds
      Acquisition Corp., a Delaware corporation formed on April 8, 1997 and of Worlds
      Acquisition Corp. with and into Academic Computer Systems, Inc., a New Jersey
      corporation formed on May 20, 1968 (the "Mergers"). Academic Computer Systems
      changed its name to Worlds Inc. after the 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.




RISK
      FACTORS




Our
      business is subject to numerous risks, including but not limited to those set
      forth below. Our operations and performance could also be subject to risks
      that
      do not exist as of the date of this report but emerge hereafter as well as
      risks
      that we do not currently deem material.




Risks
      related to our operations




Our
      auditors have expressed doubt about our ability to continue as a going concern.
      If we do not generate substantial revenue from our new relationships and are
      also unable to obtain capital from other resources, we will significantly
      curtail our operations or halt them entirely.




Our
      capital requirements for the development and commercialization of our
      technology, creation of our 3D sites and our general operations have been and
      will continue to be significant. Historically, we have been dependent on
      financings to fund our development and working capital needs. As of December
      31,
      2002, we had only nominal cash and cash equivalents. Accordingly, if we do
      not
      develop any new projects, we would have to continue to severely diminish our
      operations or halt them entirely. The opinion of our auditors contains an
      explanatory paragraph regarding our ability to continue as a going
      concern.




We
      have experienced relatively large losses during our development and, without
      significant increases in the market penetration of our services and improvements
      to our operating margins, we will not achieve profitability.




Since
      inception, we have incurred significant net losses as set forth in the financial
      information included elsewhere in this report. We anticipate that we will
      continue to incur significant losses for at least the short-term. We will not
      achieve profitable operations until we successfully attract and retain a
      significant number of advertisers to and users of our 3D sites and customers
      for
      our other services and generate revenues from these sources that are sufficient
      to offset the substantial up-front expenditures and operating costs associated
      with developing and commercializing our services. We may never be able to
      accomplish these objectives.




It
      will be difficult for you to evaluate us based on our past performance because
      we are a relatively new company with a limited operating history.




We
      have
      been engaged in the commercial sale of our 3D Internet-based services for a
      relatively short period of time and, accordingly, have only limited financial
      results on which you can evaluate our company and operations. We are subject
      to,
      and have not been successful in addressing, the risks typically encountered
      by
      new enterprises and companies operating in the rapidly evolving Internet
      marketplace, including those risks relating to:




o
      the
      failure to develop brand name recognition and reputation; and




o
      the
      failure to achieve market acceptance of our services.




We
      may not be able to successfully compete in our markets, which are characterized
      by intense competition and the presence of large competitors and rapidly
      changing technology.




Given
      our
      relatively limited resources, we have not been able to effectively compete
      in
      our target markets. These markets are characterized by intense competition,
      rapidly changing technology and increasing numbers of new market entrants who
      have developed or are developing potentially competitive products and services,
      often resulting in product obsolescence or short product life cycles. Our
      competitors include other enterprises utilizing 3D-based technology for online
      entertainment and marketing purposes, online and Internet service providers,
      online shopping malls, online direct music retailers, online music and book
      sites and traditional music retailers. Most of our competitors have
      significantly greater financial and operating resources compared to us. Our
      ability to compete will be dependent on our ability to enhance and upgrade
      our
      technology platform in a timely manner and to effectively offer our target
      customers attractive and exciting 3D content and services, all of which require
      the expenditure of funds that we do not have. In addition, the very companies
      with which we do business, such as the larger Internet service providers and
      record labels, may determine to create and distribute their own 3D Internet
      sites.




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          of Contents




We
      may not be able to develop and maintain marketing relationships with other
      Internet companies.




Our
      strategy for expanding brand recognition through online advertising depends
      to
      some extent on our relationship with other Internet companies. We regularly
      seek
      to enter into marketing agreements with these companies that will permit us
      to
      advertise our products and services on their web pages. There can be no
      assurance that we will be able to negotiate these agreement on favorable terms
      or at all. Additionally, other e-commerce and music-related sites whichadvertise on popular web sites may have
      exclusive advertising
      relationships with such sites or may otherwise object to our attempts to enter
      into marketing agreements or relationships with such sites. If we cannot secure
      or maintain these marketing agreements on favorable terms, our business
      prospects could be substantially harmed.




Our
      limited resources may restrict our ability to manage any growth we may
      experience.




Growth
      of
      our business may place a significant strain on our management systems and
      resources and may require us to implement new operating and financial systems,
      procedures and controls. Our failure to manage our growth and expansion could
      adversely affect our business, results of operations and financial condition.
      Moreover, our present technology backbone may not be adequate to accommodate
      rapid growth in user demand. Our inability to add additional hardware and
      software to upgrade our existing technology or network infrastructure to
      accommodate increased traffic may cause decreased levels of customer service
      and
      satisfaction. Failure to implement new systems effectively or within a
      reasonable period of time could adversely affect our business, results of
      operations and financial condition.




In
      addition to our own technology, we use the technology of others in the creation
      of our products.




Although
      our proprietary technology is the foundation of our products, we also use the
      technology of other companies in the creation and delivery of our products.
      Accordingly, any delay or termination by any of these third-party providers
      in
      the provision of their technologies to us because our failure or perceived
      inability to pay such vendors or otherwise could cause a disruption in the
      commercial distribution of our own products. Further, any material increases
      in
      the prices these providers charge us for use of their technologies could force
      us to increase the prices we charge for our own products or possibly make the
      creation and distribution of our products no longer economically feasible or
      desirable. We cannot assure you that any of these companies will continue to
      provide their technology to us in an efficient, timely and cost-effective
      manner. An interruption in or termination in our access to any necessary third
      party technologies, and our subsequent inability to make alternative
      arrangements in a timely manner, if at all, would have a material adverse effect
      on our business and financial condition.




We
      are dependent, in part, on the sale of our services to foreign customers, and
      accordingly, are subject to the risks of doing business
      internationally.




We
      seek
      to market and provide our services both in the United States and
      internationally. Servicing our foreign clients and marketing our services abroad
      requires the dedication of significant management and financial resources,
      which
      we currently do not have. Our international operations are, and will be, subject
      to a variety of risks associated with conducting business internationally,
      many
      of which are beyond our control. Operating internationally subjects us to risks
      relating to the following areas:




o
      expenses associated with customizing products for foreign
      countries;




o
      political and economic instabilities;




o
      potentially adverse tax consequences and regulatory requirements;




o
      uncertainty of product acceptance by different cultures;




o
      dependence on local partners who may not be able to meet the needs of a growing
      international market;




o
      greater
      difficulty in accounts receivable collection and longer collection
      periods;




o
      difficulties and costs of staffing and managing foreign operations;




o
      unexpected changes in regulatory requirements related to the Internet;
      and




o
      limited
      or unfavorable intellectual property protection.




The
      market may not readily accept our products.




Demand
      and market acceptance for new products, such as our 3D chat, are subject to
      a
      high level of uncertainty. The successful introduction of any new product
      requires a focused, efficient strategy to create awareness of and desire for
      the
      products. For example, in order to achieve market acceptance for our Worlds
      3D
      chat sites, we will need to educate the members of the music industry, such
      as
      record companies, record labels and recording artists, about the marketing
      benefits this product could provide them. Similarly, we will have to make music
      buyers and Internet consumers aware of this product's existence, draw users
      to
      the site and compel them to return to the site for repeat
      visitations.




Our
      marketing strategy may be unsuccessful and is subject to change as a result
      of a
      number of factors, including changes in market conditions (including the
      emergence of market segments other than music which in our judgment can be
      readily exploited through the use of our technology), the nature of possible
      license and distribution arrangements and strategic alliances which may become
      available to us in the future and general economic, regulatory and competitive
      factors. There can be no assurance that our strategy will result in successful
      product commercialization or that our efforts will result in initial or
      continued market acceptance for our proposed products.




6
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          of Contents




If
      we are unable to protect our intellectual property rights, competitors may
      be
      able to use our technology or trademarks, which could weaken our competitive
      position.




In
      addition to our patents, we rely on a combination of copyright, trademark and
      trade secret laws and restrictions on disclosure to protect our intellectual
      property rights. We also have and/or intend to enter into confidentiality or
      license agreements with our employees, consultants and customers, and control
      access to and distribution of our software, documentation and other proprietary
      information. Despite our efforts to protect our proprietary rights, unauthorized
      parties may attempt to copy or otherwise obtain and use our products or
      technology, particularly in foreign countries where the laws may not protect
      our
      proprietary rights as fully as in the United States. Although we have never
      been
      involved in any intellectual property litigation, we could become a party to
      litigation in the future to protect our intellectual property or as a result
      of
      alleged infringement of others' intellectual property. These claims and any
      resulting lawsuits could subject us to significant liability for damages and
      invalidation of our proprietary rights.




If
      we lose our key personnel or fail to hire and retain other talented employees,
      our operations could be harmed.




Our
      success is dependent, in part, on the personal efforts of Thomas Kidrin, our
      chief executive officer. We do not currently have an employment agreement with
      Mr. Kidrin. The loss of Mr. Kidrin's services could have a material adverse
      effect on our business and prospects. Our success is also dependent upon our
      ability to hire and retain additional qualified management, marketing,
      technical, financial, and other personnel. Competition for qualified personnel
      is intense and we may not be able to hire or retain additional qualified
      personnel. Any inability to attract and retain qualified managementand other personnel would have a material
      adverse effect on our
      business and operations.




In
      order to be successful, we must be able to enhance our existing technology
      and
      products and develop and introduce new products and services to respond to
      changing market demand.




The
      markets in which we operate are characterized by frequently changing customer
      demand and the introduction of new technologies. In order to be successful,
      we
      must be able to enhance our existing technology and products and develop and
      introduce new products and services to respond to changing market demand. The
      development and enhancement of services and products entails significant risks,
      including:




o
      the
      inability to effectively adapt new technologies to our business;




o
      the
      failure to conform our services and products to evolving industry
      standards;




o
      the
      inability to develop, introduce and market service and product enhancements
      or
      new services and products on a timely basis; and




o
      the
      nonacceptance by the market of such new service and products.




We
      currently do not have the resources to enhance our technology or to develop
      new
      products.




Our
      future results depend on continued evolution of the Internet.




Our
      future results depend on continued growth in the use of the Internet for
      information, publication, distribution and commerce. Our growth is also
      dependent on increasing availability to residential consumers of broadband
      Internet access which will allow such persons to access higher-capacity content
      through the Internet. Our business could suffer if Internet usage and broadband
      availability does not continue to grow and evolve.




In
      addition, changes in network infrastructure, transmission and content delivery
      methods and underlying software platforms, and the emergence of new Internet
      access, such as television set-top boxes, could dramatically change the
      structure and competitive dynamic of the market for Internet realtime 3D
      products. We may not be able to adopt our technology and services for use in
      connection with other emerging technologies.




We
      may not be able to economically comply with any new government regulation that
      may be adopted with respect to the Internet.




New
      Internet legislation or regulation, or the application of existing laws and
      regulations to the Internet and e-commerce could add additional costs and risks
      to doing business on the Internet. We are subject to regulations applicable
      to
      businesses generally and laws or regulations directly applicable to
      communications over the Internet and access to e-commerce. Although there are
      currently few laws and regulations directly applicable to e-commerce, it is
      possible that a number of laws and regulations may be adopted with respect
      to
      the Internet, covering issues such as user privacy, pricing, content,
      copyrights, distribution, antitrust, taxation and characteristics and quality
      of
      products and services.




Legislation
      regarding privacy of personal information about users may affect our
      communities.




We
      are
      subject to and must comply with data protection legislation which restricts
      our
      ability to collect and exploit users' personal data. Our business is
      particularly dependent on the existing and future data protection laws in
      Europe, the United States and in each specific country where we operate.
      European data protections legislation is drafted in very broad terms, and there
      are few sources of guidance as to its interpretation. It is difficult to foresee
      the extent to which its enforcement by relevant authorities will restrict our
      operations. We believe that a rigid interpretation of data protection
      legislation could hinder our ability to conduct our business as planned. Our
      failure to comply with applicable law could subject us to severe legal sanctions
      which could have a material adverse effect on our business and results of
      operations. We maintain a privacy policy which is to not disclose individually
      identifiable information about any user of our products or services to a third
      party without the user's consent. Despite this policy, however, if third persons
      were able to penetrate our network security or otherwise misappropriate users'
      personal information, we could be subject to liability claims.




We
      face potential liability for the content delivered over our sites.




While
      we
      intend to acquire all licenses and other rights necessary to conduct our
      business without violating any copyrights, there can be no assurance that we
      will be able to do so. Due to the nature of our business, we could become
      involved in litigation regarding the music, video and other content transmitted
      over our sites which could force us to incur significant legal defense costs,
      could result in substantial damage awards against us and could otherwise damage
      our brand name and reputation.




In
      addition, because music materials may be downloaded from our sites and may
      be
      subsequently distributed to others, claims could be made against us for
      "pirating" and copyright or trademark infringement. Claims could also be made
      against us if material deemed inappropriate for viewing by children is accessed
      or accessible through our sites. While we expect to carry insurance policies
      when we are fully operational, our insurance may not cover these types of claims
      or may not be otherwise adequateto cover liability that may
      be imposed. Any partially or completely uninsured claim against us, if
      successful and of sufficient magnitude, would have a material adverse effect
      on
      us.




7
 Table
          of Contents




Risks
      related to our common stock




Possible
      issuances of our capital stock would cause dilution to our existing
      shareholders.




As
      of the
      end of the fiscal year covered by this Report, we have approximately 33,830,393
      shares of common stock outstanding and  we are authorized to issue up
      to 65,000,000 shares of common stock. Therefore, we will be able to issue a
      substantial number of additional shares without obtaining shareholder approval.
      In the event we elect to issue additional shares of common stock in connection
      with any financing, acquisition or otherwise, current shareholders could find
      their holdings substantially diluted, which means they will own a smaller
      percentage of our company.




No
      dividends have been paid on our common stock.




To
      date,
      we have not paid any cash dividends on our common stock and we do not expect
      to
      declare or pay dividends on the common stock in the foreseeable future. In
      addition, the payment of cash dividends may be limited or prohibited by the
      terms of any future loan agreements.




We
      are subject to "penny stock" regulations which may adversely impact the
      liquidity and price of our common stock.




Our
      common stock is deemed a "penny stock." Penny stocks generally are equity
      securities with a price of less than $5.00 (other than securities registered
      on
      certain national securities exchanges). The penny stock rules require a
      broker-dealer, prior to a transaction in a penny stock not otherwise exempt
      from
      the rules, to deliver a standardized risk disclosure document that provides
      information on penny stocks and the nature and level of risks in the penny
      stock
      market. The broker-dealer also must provide the customer with current bid and
      offer quotations for the penny stock, the compensation of the broker-dealer
      and
      its salesperson in the transaction, and if the broker-dealer is the sole
      market-maker, the broker-dealer must disclose this fact and the broker-dealer's
      presumed control over the market, and monthly account statements showing the
      market value of each penny stock held in the customer's account. In addition,
      broker-dealers who sell such securities to persons other than established
      customers and accredited investors (generally, those persons with assets in
      excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
      with their spouse), the broker-dealer must make a special written determination
      that the penny stock is a suitable investment for the purchaser and receive
      the
      purchaser's written agreement to the transaction.




These
      requirements could reduce the level of trading activity, if any, in the
      secondary market for our common stock. As a result of the foregoing, our
      shareholders may find it more difficult to sell their shares.




The
      exercise or conversion of outstanding options and warrants into common stock
      will dilute the percentage ownership of our other shareholders. The sale of
      such
      common stock or other common stock in the open market could adversely affect
      the
      market price of our common stock.




There
      are
      outstanding options and warrants to purchase an aggregate of approximately
      6,904,000 shares of our common stock and more options may be granted in the
      future under our employee benefit plans. In addition, if the full amount of
      the
      notes sold by us in our January 2001 private placement are converted pursuant
      to
      the terms of the notes, we will be required to issue an additional 17,964,644
      shares of common stock. Substantially all of the shares of common stock issuable
      upon conversion or exercise of these securities are or are expected to be
      registered for resale under the Securities Act. The exercise or conversion
      of
      outstanding stock options, warrants or other convertible securities will dilute
      the percentage ownership of our other shareholders. In addition, the majority
      of
      our currently outstanding shares of common stock have been registered for sale
      under the Securities Act, are eligible for sale underan
      exemption from the registration requirements or are subject to registration
      rights pursuant to which holders may require us to register such shares in
      the
      future. Sales or the expectation of sales of a substantial number of shares
      of
      our common stock in the public market, including shares of our common stock
      issuable upon exercise or conversion of our stock options or warrants, could
      adversely affect the prevailing market price of our common
      stock.




ITEM
      2. DESCRIPTION OF PROPERTIES.





We
      do not
      own any property nor do we have any contracts or options to acquire any property
      in the future. Presently, we are operating out of offices in our president's
      residence in 11 Royal Road, Brookline, Massachusetts 02445, where we occupy
      approximately 800 square feet.  This space is adequate for our present
      and our planned future operations. We pay no rent to our president for use
      of
      this space. In addition we have no written agreement or formal arrangement
      with
      our president pertaining to the use of this space. No other businesses operate
      from this office. We have no current plans to occupy other or additional office
      space.




ITEM
      3. LEGAL PROCEEDINGS.




In
      Cosmo
      Communications v. Worlds, Inc. (our predecessor) in the Superior Court Of New
      Jersey Law Division, Bergen County, the court rendered a decision in favor
      of
      the plaintiff, Cosmo Communications on February 13, 2001. The judgment amount
      entered on March 20, 2001, is approximately $205,000 of which $205,000 is
      accrued. The judgment related to a consulting agreement for raising capital.
      The
      court ruled that the terms of the contract are binding on successors of the
      company and that Worlds.com is a successor company. We have appealed the
      decision.




ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.




None.


8
 Table
          of Contents




PART
      II




ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.




Our
      common stock began trading on the OTC Bulletin Board on October 20, 1998 under
      the symbol "WLDI." On February 11, 2000, in connection with the change in our
      name from Worlds Inc. to Worlds.com, Inc., our symbol was changed to "WDDD."
      During 2001, our stock was no longer quoted on the OTC Bulletin Board and was
      quoted on the Pink Sheets. The following table sets forth, for the periods
      indicated, the high and low bids for our common stock as reported on the OTC
      Bulletin Board or the Pink Sheets (representing interdealer quotations, without
      retail mark-ups, mark-downs or commissions, and may not necessarily represent
      actual transactions):


Year
                  Ended December 31, 2002:
            
            High
            
            Low3/31/2002
            
            $
            --
            (1)
            $
            --
            (1)6/30/2002
            
            $
            --
            (1)
            $
            --
            (1)9/30/2002
            
            $
            --
            (1)
            $
            --
            (1)12/31/2002
            
            $
            --
            (1)
            $
            --
            (1)Year
                  Ended December 31, 2001:
            
            High
            
            Low3/31/2001
            
            $
            0.53
            
            $
            0.066/30/2001
            
            $
            --
            (1)
            $
            --
            (1)9/30/2001
            
            $
            --
            (1)
            $
            --
            (1)12/31/2001
            
            $
            --
            (1)
            $
            --
            (1)






(1)           
      We are unable to obtain information for these periods, but believe the price
      hovered around $0.01 with very modest trading.




Holders




As
      of
      December 31, 2002, we had 595 shareholders of record, and as of March 4, 2008,
      we had 610 shareholders of record of our common stock.




Dividends




We
      have
      never paid a dividend on our common stock and do not anticipate paying any
      dividends in the near future.




Recent
      Sales of Unregistered Securities




None.




ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS.





Forward
      Looking Statements





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





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





The
      following discussion should be read in conjunction with the financial statements
      and related notes which are included under Item 7.





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





Overview





General





Worlds.com
      is a leading 3D entertainment portal which leveraged its proprietary technology
      to offer visitors a network of virtual, multi-user environments which we call
      "worlds". These worlds are visually engaging online environments featuring
      animation, motion and content where people can come together and, by navigating
      through the website, shop, interact with others, attend events and be
      entertained.





Sites
      using our technology allow numerous simultaneous visitors to enter, navigate
      and
      share interactive "worlds". Our 3D Internet sites are designed to promote
      frequent, repeat and prolonged visitation by users by providing them with unique
      online communities featuring dynamic graphics, highly useful and entertaining
      information content, and interactive capabilities. We believe that our sites
      are
      highly attractive to advertisers because they offer access to
      demographic-specific user bases comprised of people that visit the site
      frequently and stay for relatively long periods of time.





Starting
      in mid-2001 we were not able to generate enough revenue to sustain operations
      and other sources of capital were not available. We have had to significantly
      curtail our operations and at times halt them all together.




9
 Table
          of Contents




Revenues





We
      generated very little revenue during the year as we had to significantly curtail
      operations since mid-2001.  The revenue that was generated was
      generated in the following manner:








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





o
            VIP
                subscriptions to our Worlds Ultimate 3-D Chat
                service;





o
            development,
                licensing and operation of 3D chat;
                and/or





o
            entertainment
                sites for third parties;




Expenses





We
      classify our expenses into two broad groups:





o
            cost
                of revenues; and





o
            selling,
                general and administration.




Liquidity
      and Capital Resources





We
      have
      had to severely diminish our operations in 2001 due to a lack of
      liquidity.  We expect to  continue to operate in this manner
      until we find an additional source of capital. We have no current arrangements
      with respect to, or sources of, additional financing and there can be no
      assurance that any such financing would become available.  We may need
      to completely halt all operations.




RESULTS
      OF OPERATIONS





Our
      net
      revenues for each of the fiscal years ended December 31, 2002 and 2001 were
      $161,537 and $1,461,690, respectively.  For the fiscal year ended
      December 31, 2002 we recognized as revenue three non-refundable payments from
      customers who terminated their agreements.  The amount recognized as
      revenue from these non-refundable payments totaled $76,747 for the year ending
      December 31, 2002.  For the year ended December 31, 2001 we recognized
      as revenue non-refundable payments under a canceled contract an amount of
      $834,722.  Revenue for the year ended December 31, 2002 and 2001
      without these revenues would have been $84,790 and $626,968
      respectively.   Management believes that the cancellation of
      these agreements was due to the deteriorating internet market, which led our
      customers to stop their internet expansions plans which included our
      worlds.  This deteriorating internet market led to the reduction in
      revenues forcing the company to severely curtail operations and at times halt
      operations.





Fiscal
      year ended December 31, 2002 compared to fiscal year ended December 31,
      2001





Revenue
      decreased by $1,300,153, to $161,537 for the fiscal year ended December 31,
      2002
      from $1,461,690 in the prior year.  As noted above $76, 747 and
      $834,722 for fiscal years ended December 31, 2001 and 2002 respectively was
      due
      to customers terminating their agreements resulting in revenue from
      non-refundable payments.  Without this revenue from terminated
      contracts revenue from operations would have decreased by $542,178 or
      86%.  Due to the deteriorating internet market, our customers have
      stopped their internet expansions plans which included our
      worlds.   The business is running in a severely diminished mode
      and at times had to cease all operations.  We expect minimal operating
      results until such time that the market for internet related products rebounds
      and we can raise additional capital to provide the resources required to
      generate sales.





Our
      cost
      of revenues during the twelve months ended December 31, 2002 and 2001 are
      primarily comprised of (1) cost of goods sold and (2) selling general and
      administrative expenses.  Cost of sales on a consolidated basis
      decreased $177,968, or 69%, to $78,261 for the twelve months ended December
      31,
      2002, from $256,229 in the twelve months ended December 31, 2001. The
      primary reason for this decrease was due to our customers canceling their
      contracts forcing us to severely cut back on operations in 2002.





Selling
      general and administrative expenses was $24,913 for the fiscal year ended
      December 31, 2002.  For the fiscal year ended December 31, 2001
      selling general and administrative expenses was $3,333,164 for a reduction
      of
      $3,308,251 or 99%.  Decrease is due to us severely cutting back on
      operations and at times halting operations during the fiscal year ended December
      31, 2002 caused by the collapse of "dot coms" and its impact on companies
      operating in the internet market.





Other
      expenses include interest expense of $121,267 directly attributable to the
      notes
      payable in the fiscal year ended December 31, 2002.  Other expenses
      for the fiscal year ended December 31, 2001 include interest expense of $902,156
      and offering expenses of $208,880.  Other income is $0 for the fiscal
      year ended December 31, 2002, compared to $6,061 for the fiscal year ended
      December 31, 2001.





As
      a
      result of the foregoing we incurred a net loss of $62,904 for the fiscal year
      ended December 31, 2002, compared to a loss of $3,285,405 in the fiscal year
      ended December 31, 2001.





Liquidity
      and Capital Resources





Our
      financial and liquidity position remained weak as exhibited by our cash, cash
      equivalents, short-term marketable securities and marketable equity securities
      of $12,750 at December 31, 2002. Cash, cash equivalents, short-term
      marketable securities and equity securities was $5,888 at December 31,
      2001.  This increase of $6,862 was the net result of cash from
      operating activities.





Historically,
      our primary cash requirements have been used to fund the cost of operations,
      development of our products and patent protection, with additional funds having
      been used in promotion and advertising and in connection with the exploration
      of
      new business lines.





We
      have
      had to severely diminish our operations due to a lack of
      liquidity.  We will attempt to continue to operate in this manner
      until we find an additional source of capital. We have no current arrangements
      with respect to, or sources of, additional financing and there can be no
      assurance that any such financing would become available.  We may need
      to completely halt all operations.




10
 Table
          of Contents




ITEM
      7. FINANCIAL STATEMENTS.





CONTENTSBALANCE
                SHEET
            12STATEMENTS
                OF OPERATIONS
            13STATEMENTS
                OF CASH FLOWS
            14STATEMENT
                OF STOCKHOLDERS’ DEFICIT
            15NOTES
                TO FINANCIAL STATEMENTS
            16-17




11
 Table
          of Contents


Worlds.com,
                    Inc.
                  Balance
                    Sheets
                  (Unaudited)
                  As
                    of
                    December 31, 2002Current
                  AssetsCash
                  and cash
                  equivalents
                
                
                12,750Accounts
                    recievablePrepaid
                    ExpensesInventoryTotal
                  Current
                  Assets
                
                
                12,750Property,
                    equipment software
                    dev  net ofaccumulated
                    depreciation
                
                
                -TOTAL
                  ASSETS
                
                
                12,750Current
                  LiabilitiesAccounts
                    payable
                
                
                1,145,704Accrued
                    expenses
                
                
                781,451Deferred
                    Revenue
                
                
                631,950Current
                    maturities notes
                    payable
                
                
                2,215,969Total
                  Current
                  Liabilities
                
                
                4,775,075Stockholders
                  Equity
                  (Deficit)Common
                    stock
                
                
                33,824Additional
                    Paid in
                    Capital
                
                
                20,146,723Accumulated
                    Deficit
                
                
                (24,942,870
                )Total
                    stockholders
                    deficit
                
                
                (4,762,324
                )Total
                    Liabilities and stockholders
                    deficit
                
                
                12,750The
                    accompanying notes are an
                    integral part of these financial statements.




12
 Table
          of Contents




Worlds.com,
                Inc.
              Statements
                of Operations
              (Unaudited)
              For
                the
                years ended December 31, 2002 and 20012002
            
            
            2001RevenuesRevenue
            
            
            161,537
            
            
            
            626,968Revenue
              from terminated
              contracts
            
            
            -
            
            
            
            834,722Total
            
            
            161,537
            
            
            
            1,461,690Cost
                and
                ExpensesCost
              of Revenue
            
            
            78,261
            
            
            
            256,229Selling
              General &
              Admin
            
            
            24,913
            
            
            
            3,333,163Operating
              loss
            
            
            58,363
            
            
            
            (2,127,702
            )Other
                Income
                ExpenseInterest
              Income
            
            
            -
            
            
            
            6,061Interest
              Expense
            
            
            121,267
            
            
            
            902,156Offering
              Expense
            
            
            -
            
            
            
            208,880Loss
              on disposal
            
            
            
            
            
            
            52,728Net
                Loss
            
            
            (62,904
            )
            
            
            (3,285,405
            )The
                accompanying notes are an
                integral part of these financial
                statements.


13


Worlds.com,
                  Inc.
                Statements
                  of Cash Flows
                (Unaudited)
                For
                  the
                  years ended December 31, 2002 and 20012002
              
              
              2001Cash
                flows from operating
                activitiesNet
                Income/(loss)
              
              
              (62,904
              )
              
              
              (3,285,405
              )Adjustments
                to reconcile net loss
                to net cash usedin
                operating
                activitiesDepreciation
                and
                amortization
              
              
              -
              
              
              
              1,381,826Accretion
                of deferred
                revenue
              
              
              (66,937
              )
              
              
              (774,639
              )Consulting
                expense related to
                theissuance
                of stock
                options
              
              
              -
              
              
              
              165,000Interest
                expense on beneficial
                conversionfeature
                in private
                placement
              
              
              -
              
              
              
              746,381Placement
                fee and bonus expense
                paidwith
                convertible
                notes
              
              
              -
              
              
              
              95,000Changes
                in operating assets and
                liabilitiesAccounts
                receivable
              
              
              -
              
              
              
              205,346Prepaid
                expenses and other current
                assets
              
              
              -
              
              
              
              290,238Inventories
              
              
              -
              
              
              
              136,705accounts
                payable and accrued
                expenses
              
              
              115,353
              
              
              
              (154,649
              )Loan
              
              
              21,350
              
              
              
              -Net
                cash used in operating
                activities
              
              
              6,862
              
              
              
              (1,194,197
              )Cash
                flows from investing
                activitiesAddition
                to software development
                costs
              
              
              -
              
              
              
              (90,404
              )Net
                cash used in investing
                activities
              
              
              -
              
              
              
              (90,404
              )Cash
                flows from financing
                activitiesProceeds
                from sale of convertible
                notes
              
              
              -
              
              
              
              1,250,000Net
                Cash provided from financing
                activities
              
              
              -
              
              
              
              1,250,000Net
                increase(decrease) in
                cash
              
              
              6,862
              
              
              
              (34,601
              )Cash
                beginning of
                period
              
              
              5,888
              
              
              
              40,489Cash
                end of
                period
              
              
              12,750
              
              
              
              5,888Supplemental
                disclosure of cash
                flow information:Cash
                paid during the year
                forInterest
              
              
              -
              
              
              
              -Income
                taxes
              
              
              -
              
              
              
              -The
                  accompanying notes are an
                  integral part of these financial statements.




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Worlds.com,
                    Inc.
                    Statement
                      of
                      Stockholders' Equity
                    (Unaudited)
                    Period
                      from
                      January 1, 2001 to December 31, 2002TotalAdditional
                
                
                
                
                
                stockholders'Common
                    stock
                
                
                Common
                    stock
                
                
                Paid-in
                
                
                Accumulated
                
                
                equityShares
                
                
                Amount
                
                
                Capital
                
                
                Deficit
                
                
                (deficit)Balances,
                    January 1,
                    2001
                
                
                19,204,177
                
                
                $
                19,204
                
                
                $
                17,687,162
                
                
                $
                (21,594,561
                )
                
                $
                (3,888,195
                )Issuance
                    of warrants in private
                    placement(January
                    2001)
                
                
                
                
                
                
                
                
                
                
                206,800
                
                
                
                
                
                
                
                206,800Beneficial
                    conversion feature
                    relating toissuance
                    of convertible debt andwarrants
                    in private placement (January 2001)
                
                
                
                
                
                
                
                
                
                
                572,381
                
                
                
                
                
                
                
                572,381Issuance
                    of shares for convertible
                    notes(January
                    and February 2001)
                
                
                14,620,164
                
                
                
                14,620
                
                
                
                1,515,380
                
                
                
                
                
                
                
                1,530,000Issuance
                    of options for
                    consultingservices
                    (February 2001)
                
                
                
                
                
                
                
                
                
                
                165,000
                
                
                
                
                
                
                
                165,000Net
                    loss for the year ended
                    December 31, 2001
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (3,285,405
                )
                
                
                (3,285,405
                )Balances,
                    December 31,
                    2001
                
                
                33,824,341
                
                
                $
                33,824
                
                
                $
                20,146,723
                
                
                $
                (24,879,966
                )
                
                $
                (4,699,419
                )Net
                    loss for the year ended
                    December 31, 2002
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (62,904
                )
                
                
                (62,904
                )Balances,
                    December 31,
                    2002
                
                
                33,824,341
                
                
                $
                33,824
                
                
                $
                20,146,723
                
                
                $
                (24,942,870
                )
                
                $
                (4,762,323
                )The
                    accompanying notes are an
                    integral part of these financial
                    statements.


15
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Worlds.com,
      Inc.


NOTES
      TO
      FINANCIAL STATEMENTS


Year
      Ended December 31, 2002




NOTE
      1 –
DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES





Description
      of Business





Worlds.com,
      Inc. (the "Company") designs and develops software content and related
      technologies for the creation of interactive, three-dimensional ("3D") Internet
      sites on the World Wide Web. Using in-house technology the Company creates
      its
      own Internet sites, as well as sites available through third party on-line
      service providers.





Basis
      of
      Presentation





The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States of America ("US
      GAAP"), which contemplates continuation of the Company as a going concern.
      The
      Company has always been considered a developmental stage business and has
      incurred significant losses since its inception, has had minimal revenues from
      operations, has an accumulated deficit as of December 31, 2002 of approximately
      $24,900,000 and cash of only $12,750.  The Company will require
      substantial additional funds for development and marketing of its products.
      There can be no assurance that the Company will be able to obtain the
      substantial additional capital resources necessary to pursue its business plan
      or that any assumptions relating to its business plan will prove to be accurate.
      The Company has not been able to generate sufficient revenue or obtain
      additional financing which has had a material adverse effect on the Company,
      including requiring the Company to severely diminish operations and at times
      halting them entirely. These factors raise substantial doubt about the Company's
      ability to continue as a going concern.  The Company has been
      operating at a significantly reduced capacity with no full time employees and
      is
      currently limited to performing primarily consulting services and licensing
      software using consultants to perform any work that may be
      required.





Use
      of
      Estimates





The
      preparation of financial statements in conformity with US GAAP requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosures of contingent assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from these
      estimates.





Cash
      and
      Cash Equivalents





Cash
      and
      cash equivalents are comprised of highly liquid money market instruments, which
      have original maturities of three months or less at the time of
      purchase.




Property
      and Equipment





There
      is
      no property or equipment owned by the Company as of December 31,
      2002.




Income
      Recognition





The
      Company has the following sources of revenue: (1) consulting/licensing revenue
      from the performance of development work performed on behalf of the Company
      or
      from the sale of certain software to third parties; and (2) VIP subscriptions
      to
      our Worlds Ultimate 3-D Chat service.





Deferred
      revenue represents cash payments received in advance to be recorded as licensing
      revenue as earned.




Income
      Taxes





The
      Company uses the liability method of accounting for income taxes in accordance
      with SFAS No. 109, "Accounting for Income Taxes." Deferred income tax assets
      and
      liabilities are recognized based on the temporary differences between the
      financial statement and income tax bases of assets, liabilities and net
      operating loss carry forwards using enacted tax rates. Valuation allowances
      are
      established, when necessary, to reduce deferred tax assets to the amount
      expected to be realized.




Commitments
      and Contingencies





During
      2000 the Company was involved in a lawsuit relating to unpaid consulting
      services. On March 20, 2001 a judgment against the Company was rendered for
      approximately $205,000.  As of December 31, 2002 the Company recorded
      a reserve of $205,000 for this lawsuit, which is included in accrued expenses
      in
      the accompanying balance sheet.




Income
      Taxes




At
      December 31, 2002, the Company had a net operating loss of approximately
      $29,200,000. Due to prior changes in control of the Company the net operating
      loss is limited, under Internal Revenue Code Section 382, in offsetting future
      taxable income.





If
      there
      is a future change in control of the Company the net operating loss may be
      further limited. These net operating losses begin to expire during 2009. Due
      to
      the uncertainty of the Company (See Note 2) a full valuation allowance has
      been
      recorded against all deferred assets.




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Worlds.com,
        Inc.
 NOTES
        TO
        FINANCIAL STATEMENTS
 Year
        Ended December 31, 2002




Loss
      Per
      Share





Basic
      and
      diluted income/(loss) per share is calculated by dividing the net income/(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
      income/(loss) per share since their effect is antidilutive. Therefore, the
      amounts reported for basic and diluted loss per share are the same.





Impairment
      of Long Lived Assets





The
      Company reviews the carrying value of long-lived assets to determine if
      circumstances exist indicating whether there has been any impairment of the
      carrying value of property and equipment or whether the depreciation periods
      should be modified.  Long-lived assets are reviewed for impairment
      whenever events or changes in business circumstances indicate that the carrying
      value of the assets may not be fully recoverable.  The Company as of
      the date of the financial statements has no long lived assets.





NOTE
      2 -
      GOING CONCERN





Since
      2001 the Company has had to significantly curtail and at times cease operations
      due to lack of resources. The accompanying financial statements have been
      prepared assuming that the Company will continue as a going concern. Since
      its
      inception, the Company has had 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
      cease
      operations.





These
      factors raise substantial doubt about the ability of the Company to continue
      as
      a going concern. The financial statements do not include any adjustments that
      might result from the outcome of this uncertainty.





NOTE
      3 –
DEFERRED REVENUE





Deferred
      revenue represents advance payments for the license, the design and development
      of the software, content and related technology for the creation of an
      interactive, three-dimensional ("3D") entertainment portal on the
      internet.





NOTE
      4 –
NOTES PAYABLE





Short-term
      debt at December 31, 2002 consists of the following:





The
      Company has promissory notes payable due to four shareholders. The principal
      amounts are, $124,230, $635,642, $631,950 and $350,000 with interest accruing
      at
      8% per annum, 10% per annum 5% per annum, and 6% per annum, respectively. The
      principal amounts plus all accrued interest are past due.


As
      part
      of a debt refinancing in 2000, $631,950 of debt was renegotiated to deferred
      revenue representing future services to be provided by the Company.





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ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





On
      September 5, 2007 we signed an engagement letter with Bongiovanni &
Associates, P.A. to become our independent accountant to audit our financial
      statements.  Inasmuch as we have not filed any annual or quarterly
      reports since the first quarter of 2001, the engagement contemplates the filing
      of all unfiled quarterly and annual reports since such date.  Prior to
      such engagement, we have not consulted our new auditors on any substantive
      issue
      with respect to our financial statements.  The last time our
      financial statements were audited was for our fiscal year ended December 31,
      2000.  Our independent auditor at that time was Grant Thornton LLP. We
      did not have any disputes with Grant Thornton LLP over accounting principles
      or
      practices, financial statement disclosure or auditing scope or
      procedure.  Grant Thornton LLP has not provided any services to us for
      more than six years.




Item 8A.
      Controls and Procedures.





We
      maintain disclosure controls and
      procedures designed to ensure that information required to be disclosed in
      reports filed under the Securities Exchange Act of 1934 (“Exchange Act”) is
      recorded, processed, summarized and reported within the specified time periods.
      Our Chief Executive Officer and our Principal Accounting and Financial Officer
      (collectively, the “Certifying Officers”) are responsible for maintaining our
      disclosure controls and procedures. The controls and procedures established
      by
      us are designed to provide reasonable assurance that information required to
      be
      disclosed by the issuer in the reports that it files or submits under the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods specified in the Commission’s rules and forms.




During
      the first quarter of 2008, the
      Certifying Officers evaluated the effectiveness of our disclosure controls
      and
      procedures. Based on the evaluation, the Certifying Officers concluded that
      our
      disclosure controls and procedures were effective to provide reasonable
      assurance that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is recorded, processed, summarized and
      reported, within the time periods specified in the applicable rules and forms,
      and that it is accumulated and communicated to our management, including the
      Certifying Officers, as appropriate to allow timely decisions regarding required
      disclosure.




The
      Certifying Officers have also
      concluded, based on our evaluation of our controls and procedures that as of
      December 31, 2002, our internal controls over financial reporting are effective
      and provide a reasonable assurance of achieving their objective.  This
      conclusion is based upon the fact that we are currently able to prepare this
      Report based upon records that that had been gathered and stored over the
      intervening years.  The fact that we have not timely filed any Reports
      for many years is due to a lack of financial resources and not our controls
      and
      procedures.




The
      Certifying Officers have also
      concluded that there was no change in our internal controls over financial
      reporting identified in connection with the evaluation that occurred during
      our
      fourth fiscal quarter that has materially affected, or is reasonably likely
      to
      materially affect, our internal control over financial reporting.




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PART
      III




ITEM
      9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.




The
      following table sets forth the name, age and position of our sole director
      and
      executive officers. Our director is elected annually and serves until the next
      annual meeting of stockholders.







Name
            Age
            PositionThomas
                Kidrin
            50
            President,
                Chief Executive Officer, Secretary, Treasurer, DirectorChristopher
                J. Ryan
            48
            Vice
                President- Finance, Principal accounting and finance
                officer




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.




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.





Family
      Relationships.


None.





Legal
      Proceedings.





No
      officer, director, or persons nominated for such positions and no promoter
      or
      significant employee has been involved in legal proceedings that would be
      material to an evaluation of our management.





Audit
      Committee





We
      do not
      have a separately designated standing audit committee. Pursuant to Section
      3(a)(58)(B) of the Exchange Act, the entire Board of Directors acts as an audit
      committee for the purpose of overseeing the accounting and financial reporting
      processes, and audits of our financial statements. The Commission recently
      adopted new regulations relating to audit committee composition and functions,
      including disclosure requirements relating to the presence of an "audit
      committee financial expert" serving on its audit committee. In connection with
      these new requirements, our Board of Directors examined the Commission's
      definition of "audit committee financial expert" and concluded that we do not
      currently have a person that qualifies as such an expert. We currently have
      only
      minimal operations, and we are not in a position at this time to attract, retain
      and compensate additional directors in order to acquire a director who qualifies
      as an "audit committee financial expert", but we intend to retain an additional
      director who will qualify as such an expert, as soon as reasonably practicable.
      While our current director does not meet the qualifications of an "audit
      committee financial expert", by virtue of his past employment experience, he
      has
      considerable knowledge of financial statements, finance, and accounting, and
      has
      significant employment experience involving financial oversight
      responsibilities. Accordingly, we believe that our current director capably
      fulfills the duties and responsibilities of an audit committee in the absence
      of
      such an expert.





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Code
      of
      Ethics





We
      have
      adopted a code of ethic (the "Code of Ethics") that applies to our principal
      chief executive officer, principal financial officer, principal accounting
      officer or controller, or persons performing similar functions A draft of the
      Code of Ethics is filed herewith as Exhibit 14.1 hereto. The Code of Ethics
      is
      being designed with the intent to deter wrongdoing, and to promote the
      following:





*
            Honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships


*
            Full,
                fair, accurate, timely and understandable disclosure in reports and
                documents that a small business issuer files with, or submits to,
                the
                Commission and in other public communications made by the small business
                issuer


*
            Compliance
                with applicable governmental laws, rules and
                regulations


*
            The
                prompt internal reporting of violations of the code to an appropriate
                person or persons identified in the
                code


*
            Accountability
                for adherence to the code




Section
      16(a) Beneficial Ownership Reporting Compliance




Under
      Section 16(a) of the Exchange Act, all executive officers, directors, and each
      person who is the beneficial owner of more than 10% of the common stock of
      a
      company that files reports pursuant to Section 12 of the Exchange Act, are
      required to report the ownership of such common stock, options, and stock
      appreciation rights (other than certain cash-only rights) and any changes in
      that ownership with the Commission. Specific due dates for these reports have
      been established, and we are required to report, in this Form 10-KSB, any
      failure to comply therewith during the fiscal year ended December 31, 2002.
      We
      believe that all of these filing requirements were satisfied by its executive
      officers, directors and by the beneficial owners of more than 10% of our common
      stock. In making this statement, we have relied solely on copies of any
      reporting forms received by us, and upon any written representations received
      from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial
      Ownership) was required to be filed under applicable rules of the
      Commission.




ITEM
      10. EXECUTIVE COMPENSATION.




The
      following table sets forth the compensation paid by us during the fiscal periods
      ending December 31, 2000, 2001 and 2002, to our chief executive officer and
      to
      our other most highly compensated executive officers whose compensation exceeded
      $100,000 for those fiscal periods.




SUMMARY
                COMPENSATION TABLE (1)(2)Name
                and principal position
              (a)
            Year
              (b)
            Salary
                ($)
              (c)
            Bonus
                ($)
              (d)
            Stock
                Awards ($)
              (e)
            Option
                Awards ($)
              (f)
            Securities
                Underlying Options ($)
              (g)
            All
                Other Compensation ($)
              (i)
            Total
                ($)
              (j)Thomas
                Kidrin
              President
                and Chief Executive Officer
            2002
            0
            0
            0
            0
            0
            0
            02001
            40,000
            0
            0
            0
            0
            0
            40,0002000
            175,000
            0
            0
            0
            270,000
                (3)
            0
            445,000




We
      have
      not entered into any other employment agreements with our employees, Officers
      or
      Directors. We have no standard arrangements to compensate our directors for
      their services to us.




(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.




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 Table
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Employment
      Agreements




We
      currently do not have a written employment agreement with Thomas Kidrin, our
      president, chief executive officer, and principal accounting and financial
      officer.




We
      do not
      have a written employment agreement with Steven Chrust, our former 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.




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 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.




Within
      the fiscal year covered by this annual report, no options were
      granted.




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




The
      following table sets forth as of March 4, 2008, certain information with respect
      to the beneficial ownership of Common Stock by (i) each Director, nominee and
      executive officer of us; (i) each person who owns beneficially more than 5%
      of
      the common stock; and (iii) all Directors, nominees and executive officers
      as a
      group. The percentage of shares beneficially owned is based on there having
      been
      49,830,393 shares of Common Stock outstanding as of March 4, 2008.





OFFICERS,
      DIRECTORS AND BENEFICIAL OWNERS, AS OF MARCH 4, 2008





Name
                & Address of Beneficial Owner(1)
            Amount
                & Nature of Beneficial Owner
            %
                of Class(2)Thomas
                Kidrin
              11
                Royal Road, Brookline, MA  02445
            6,290,000
            12.62%All
                directors and executive officers as a group (one person)
            6,290,000
            12.62%





(1)  Unless
      stated otherwise, the business address for each person named is Worlds.com,
      Inc.





(2)  Calculated
      pursuant to Rule 13d-3(d) (1) of the Securities Exchange Act of 1934. Under
      Rule
      13d-3(d), shares not outstanding which are subject to options, warrants, rights
      or conversion privileges exercisable within 60 days are deemed outstanding
      for
      the purpose of calculating the number and percentage owned by a person, but
      not
      deemed outstanding for the purpose of calculating the percentage owned by each
      other person listed. We believe that each individual or entity named has sole
      investment and voting power with respect to the shares of common stock indicated
      as beneficially owned by them (subject to community property laws where
      applicable) and except where otherwise noted.




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ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.




None.





PART
      IV




Item 13.
      Exhibits.







(a)
            Financial
                Statements





1.
      The
      following unaudited financial statements of Worlds.com, Inc. are included in
      Part II, Item 7:





Balance
      Sheet-December 31, 2002...................................................12


Statements
      of Operations - for years ended December 31, 2002 and 2001......13


Statements
      of Cash Flows - for years ended December 31, 2002 and 2001.....14


Statements
      of Stockholders’ Equity - for years ended


December
      31, 2002 and 2001...........................................................15


Notes
      to
      Financial Statements..........................................................16-17





22
 Table
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2.
      Exhibits


3.1           
      Certificate of Incorporation (a)


3.1.1         Certificate
      of Amendment of the Certificate of Incorporation (b)


3.2           
      By-Laws - Restated as Amended (c)


4.1           
      1997 Incentive and Non-Qualified Stock Option Plan, as amended (d)


4.2           
      Form of Note issued in 2001 Private Placement (e)


4.3           
      Form of Warrant issued in 2001 Private Placement (e)


10.1          Consulting
      Agreement between the Registrant and SGC Advisory, Inc. (b)


31.1.         Rule
      13a-14(a)/15d-14(a) Certifications of Chief Executive
      Officer **


31.2.         Rule
      13a-14(a)/15d-14(a) Certifications of Chief
      Financial  Officer **


32.1.         Section
      1350 Certifications of Chief Executive Officer
      **


32.2.         Section
      1350 Certifications of Chief Financial Officer **




(a)
            Filed
                previously as an exhibit to Registrant's Registration Statement No.
                2-31876, and incorporated herein by
                reference.




(b)
            Filed
                previously as an exhibit to Registrant's Annual Report on Form 10-KSB
                filed on March 30, 2000, and incorporated herein by
                reference.




(c)
            Filed
                previously as an exhibit to Registrant's Post-Effective Amendment
                No. 3 to
                Registration Statement on Form SB-2 (File No. 333-10838), and incorporated
                herein by reference.




(d)
            Filed
                previously as an exhibit to Registrant's Registration Statement on
                Form
                S-8 (File No. 333-89937), and incorporated herein by
                reference.




(e)
            Filed
                previously as an exhibit to Registrant's Current Report on Form 8-K
                filed
                on January 19, 2001, and incorporated herein by
                reference.




**
      Filed
      herewith





(b)
            Reports
                on Form 8-K




None.




23
 Table
          of Contents




Item 14.
      Principal Accountant Fees and Services.





Fees
      Billed For Audit and Non-Audit Services





The
      following table represents the aggregate fees billed for professional audit
      services rendered to the independent auditor, Bongiovanni & Associates, P.A.
      (“Bongiovanni”), for our review of the annual financial statements for the year
      ended December 31, 2002 and our audit of the annual financial statements for
      the
      year ended December 31, 2001. Bongiovanni was retained as our auditor in 2007.
      Audit fees and other fees of auditors are listed as follows:





Year
                Ended December
                31
            
            2002
            
            
            
            2001Bongiovanni
            
            
            
            BongiovanniAudit
                Fees (1)
            
            $
            3,000
            
            
            (3)
            
            $
            12,200
            
            
            (2)Audit-Related
                Fees (4)
            
            
            --
            
            
            
            
            
            --Tax
                Fees (5)
            
            
            --
            
            
            
            
            
            --All
                Other Fees (6)
            
            
            --
            
            
            
            
            
            --Total
                Accounting Fees and Services
            
            $
            3,000
            
            
            
            
            $
            12,200




(1)
            Audit
                Fees. These are
                fees for professional services for the audit of our annual financial
                statements, and for the review of the financial statements included
                in our
                filings on Form 10-QSB, and for services that are normally provided
                in
                connection with statutory and regulatory filings or
                engagements.


(2)
            The
                amounts shown for Bongiovanni in 2001 relate to (i) the audit of
                our
                annual financial statements for the fiscal year ended December 31,
                2001,
                and (ii) the review of the financial statements included in our filings
                on
                Form 10-QSB for the first, second and third quarters of
                2001.


(3)
            The
                amounts shown for Bongiovanni in 2002 relate to the review of the
                unaudited financial statements included in this filing and in our
                filings
                on Form 10-QSB for the first, second and third quarters of
                2002.


(4)
            Audit-Related
                Fees.
                These are fees for the assurance and related services reasonably
                related
                to the performance of the audit or the review of our financial
                statements.


(5)
            Tax
                Fees. These are
                fees for professional services with respect to tax compliance, tax
                advice,
                and tax planning.


(6)
            All
                Other Fees. These
                are fees for permissible work that does not fall within any of the
                other
                fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax
                Fees.





Pre-Approval
      Policy For Audit and Non-Audit Services





We
      do not
      have a standing audit committee, and the full Board performs all functions
      of an
      audit committee, including the pre-approval of all audit and non-audit services
      before we engage an accountant. All of the services rendered to us by
      Bongiovanni & Associates, P.A. were pre-approved by our Board of
      Directors.





We
      are
      presently working with our legal counsel to establish formal pre-approval
      policies and procedures for future engagements of our accountants. The new
      policies and procedures will be detailed as to the particular service, will
      require that the Board or an audit committee thereof be informed of each
      service, and will prohibit the delegation of pre-approval responsibilities
      to
      management. It is currently anticipated that our new policy will provide (i)
      for
      an annual pre-approval, by the Board or audit committee, of all audit,
      audit-related and non-audit services proposed to be rendered by the independent
      auditor for the fiscal year, as specifically described in the auditor's
      engagement letter, and (ii) that additional engagements of the auditor, which
      were not approved in the annual pre-approval process, and engagements that
      are
      anticipated to exceed previously approved thresholds, will be presented on
      a
      case-by-case basis, by the President or Principal Accounting Officer, for
      pre-approval by the Board or audit committee, before management engages the
      auditors for any such purposes. The new policy and procedures may authorize
      the
      Board or audit committee to delegate, to one or more of its members, the
      authority to pre-approve certain permitted services, provided that the estimated
      fee for any such service does not exceed a specified dollar amount (to be
      determined). All pre-approvals shall be contingent on a finding, by the Board,
      audit committee, or delegate, as the case may be, that the provision of the
      proposed services is compatible with the maintenance of the auditor's
      independence in the conduct of its auditing functions. In no event shall any
      non-audit related service be approved that would result in the independent
      auditor no longer being considered independent under the applicable rules and
      regulations of the Securities and Exchange Commission.





(a)
      On
      December 31, 2002, our Chief Executive Officer and Principal Financial Officer
      made an evaluation of our disclosure controls and procedures. In our opinion,
      the disclosure controls and procedures are adequate because the systems of
      controls and procedures are designed to assure, among other items, that 1)
      recorded transactions are valid; 2) valid transactions are recorded; and 3)
      transactions are recorded in the proper period in a timely manner to produce
      financial statements which present fairly the financial condition, results
      of
      operations and cash flows for the respective periods being presented. Moreover,
      the evaluation did not reveal any significant deficiencies or material
      weaknesses in our disclosure controls and procedures.





(b)
      There
      have been no significant changes in our internal controls or in other factors
      that could significantly affect these controls since the last
      evaluation.




24
 Table
          of Contents




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:
      March 4,
      2008                                                                           
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                          March
                4, 2008
              Thomas
                Kidrin                               
                 and Director
              
              
              
              /s/
                Christopher J.
                Ryan                    Vice
                President - Finance
                and                                   March
                4, 2008
              Christopher
                J.
                Ryan                   
                     Principal Accounting and
              Financial
                Officer
              
              
              /s/
                Bernard
                Stolar                             Director                                                                 March
                4, 2008
              Bernard
                Stolar
              
              
              
              /s/
                Jay
                Coleman                                 Director                                                                 March
                4, 2008
              Jay
                Coleman
              
              
              
              /s/
                Robert
                Fireman                             Director                                                                 March
                4, 2008
              Robert
                Fireman