UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



Form
10-K/A

(Amendment
No. 1)



(Mark One)

|S | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the
fiscal year ended December 31, 2013



|£ | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | --------------------------------------------------------------------------------------------



For
the transition period from  to



Commission
File Number: 0-24115



WORLDS
INC.

(Exact
Name of Registrant as Specified in Its Charter)

|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Delaware                                                           |  | 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

(Registrant’s
Telephone Number, Including Area Code)



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of Each Class |  | Name
        Of Each Exchange
        On
        Which Registered
|----------------------- |  | -----------------------------------------------------------------
|                        |  |                                                                  
|None                    |  | Not
    Applicable                                               



Securities
registered pursuant to Section 12(g) of the Act:



Common
Stock, $.001 par value

(Title
of Class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes£NoS



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes£NoS



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.     YesSNo£



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).   YesSNo£



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.£



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated filer,”  “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):



£Large
Accelerated Filer£Accelerated Filer£Non-Accelerated FilerSSmaller
reporting company



(Do not check if a smaller
reporting company)



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.):    Yes£NoS



The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked closing price of such common equity, as of June 28, 2013 (closing
price was $0.33) was approximately $27,427,083.

As of March 14,
2014, 93,209,823 shares of the Issuer's Common Stock were outstanding.





(1)







Explanatory
Note



This Amendment is being filed
solely to add Exhibit 23.1. No other changes from the original filing on April 1, 2014 have been made.





ITEM 15. EXHIBITS .



| | Exhibit No.   |  | Description                                                                                                           
| | ------------- |  | ----------------------------------------------------------------------------------------------------------------------
| |               |  |                                                                                                                       
| | 3.1           |  | Certificate
    of Incorporation (a)                                                                                  
| |               |  |                                                                                                                       
| | 3.2           |  | By-Laws-
    Restated as Amended (a)                                                                                  
| |               |  |                                                                                                                       
| | 4.1           |  | 2007
    Stock Option Plan (c)                                                                                        
| |               |  |                                                                                                                       
| | 10.1          |  | Consulting
    Agreement between the Registrant and SGC Advisory, Inc. (b)                                            
| |               |  |                                                                                                                       
| | 10.2          |  | Employment
    Agreement between the Registrant and Thom Kidrin (d)                                                   
| |               |  |                                                                                                                       
| | 10.3          |  | License
    Agreement between Worlds Online Inc. and Registrant dated as of May 16, 2011 (e)                          
| |               |  |                                                                                                                       
| | 10.4          |  | Securities
    Purchase Agreement dated as of March 14, 2013 between the registrant and the Buyers listed thereon. (f)
| |               |  |                                                                                                                       
| | 10.5          |  | Form
    of Security and Pledge Agreement between the registrant the Collaleral Agent . (f)                           
| |               |  |                                                                                                                       
| | 10.6          |  | Form
    of Registration Rights Agreements between the registrant and the Buyers listed thereon. (f)                  
| |               |  |                                                                                                                       
| | 10.7          |  | Form
    of Warrant dated March 20, 2013 (f)                                                                          
| |               |  |                                                                                                                       
| | 10.8          |  | Form
    of Series A Note dated March 20, 2013 (f)                                                                    
| |               |  |                                                                                                                       
| | 10.9          |  | Form
    of Series B Note dated March 20, 2013 (f)                                                                    
| |               |  |                                                                                                                       
| | 10.10         |  | Form
    of Series C Note dated March 20, 2013 (f)                                                                    
| |               |  |                                                                                                                       
| | 14.1          |  | Code
    of Ethics (d)                                                                                                
| | 23.1          |  | Consent of Bongiovanni & Associates, P.A., Certified Public Accountants**                                             
| | 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 **                                                             
| |               |  |                                                                                                                       
| | 101.INS* XBRL |  | Instance
    Document                                                                                                 
| |               |  |                                                                                                                       
| | 101.SCH* XBRL |  | Taxonomy
    Extension Schema                                                                                         
| |               |  |                                                                                                                       
| | 101.CAL* XBRL |  | Taxonomy
    Extension Calculation Linkbase                                                                           
| |               |  |                                                                                                                       
| | 101.DEF* XBRL |  | Taxonomy
    Extension Definition Linkbase                                                                            
| |               |  |                                                                                                                       
| | 101.LAB* XBRL |  | Taxonomy
    Extension Label Linkbase                                                                                 
| |               |  |                                                                                                                       
| | 101.PRE* XBRL |  | Taxonomy
    Extension Presentation Linkbase                                                                          







|(a) | Filed previously
    with the Proxy Statement Form DEF 14A on May, 19, 2010, 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 Current Report on Form 8-K filed on September 7, 2007, and incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------



|(d) | Filed previously as an exhibit to
    Registrant's Annual Report on Form 10-KSB filed on April 3, 2008, and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------



|(e) | Incorporated
    by reference from Registration statement on form 10-12G (File No. 000-54433), Amendment No. 2 of Worlds Online Inc. filed
    on October 7, 2011
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



|(f) | Filed previously as
    an exhibit to regisrtant current report on from 8K filed on March 15, 2013 and in coporated herein by referenced.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------



* Filed with original filing
on April 1, 2014

** Filed herewith





(2)







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: June 25, 2014

WORLDS
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
        Thomas Kidrin                     |  | President, Chief Exectutive Officer and
    Director                        |  |  | June 25, 2014 | 
|                                                            |  |                                                                             |  |  |               | 
|/s/ Christopher
        J. Ryan
        Christopher J. Ryan |  | Vice President - Finance and Principal
    Accounting and Financial Officer |  |  | June 25, 2014 | 
|                                                            |  |                                                                             |  |  |               | 
|/s/ Bernard
        Stolar
        Bernard Stolar           |  | Director                                                                    |  |  | June 25, 2014 | 
|                                                            |  |                                                                             |  |  |               | 
|/s/ Robert Fireman
        Robert Fireman                   |  | Director                                                                    |  |  | June 25, 2014 | 
|                                                            |  |                                                                             |  |  |               | 
|/s/ Edward Gildea
        Edward Gildea                     |  | Director                                                                    |  |  | June 25, 2014 | 
|                                                            |  |                                                                             |  |  |               | 



(3)







EXHIBIT
TO INDEX

| | Exhibit No.   |  | Description                                                                                                           
| | ------------- |  | ----------------------------------------------------------------------------------------------------------------------
| |               |  |                                                                                                                       
| | 3.1           |  | Certificate
    of Incorporation (a)                                                                                  
| |               |  |                                                                                                                       
| | 3.2           |  | By-Laws-
    Restated as Amended (a)                                                                                  
| |               |  |                                                                                                                       
| | 4.1           |  | 2007
    Stock Option Plan (c)                                                                                        
| |               |  |                                                                                                                       
| | 10.1          |  | Consulting
    Agreement between the Registrant and SGC Advisory, Inc. (b)                                            
| |               |  |                                                                                                                       
| | 10.2          |  | Employment
    Agreement between the Registrant and Thom Kidrin (d)                                                   
| |               |  |                                                                                                                       
| | 10.3          |  | License
    Agreement between Worlds Online Inc. and Registrant dated as of May 16, 2011 (e)                          
| |               |  |                                                                                                                       
| | 10.4          |  | Securities
    Purchase Agreement dated as of March 14, 2013 between the registrant and the Buyers listed thereon. (f)
| |               |  |                                                                                                                       
| | 10.5          |  | Form
    of Security and Pledge Agreement between the registrant the Collaleral Agent . (f)                           
| |               |  |                                                                                                                       
| | 10.6          |  | Form
    of Registration Rights Agreements between the registrant and the Buyers listed thereon. (f)                  
| |               |  |                                                                                                                       
| | 10.7          |  | Form
    of Warrant dated March 20, 2013 (f)                                                                          
| |               |  |                                                                                                                       
| | 10.8          |  | Form
    of Series A Note dated March 20, 2013 (f)                                                                    
| |               |  |                                                                                                                       
| | 10.9          |  | Form
    of Series B Note dated March 20, 2013 (f)                                                                    
| |               |  |                                                                                                                       
| | 10.10         |  | Form
    of Series C Note dated March 20, 2013 (f)                                                                    
| |               |  |                                                                                                                       
| | 14.1          |  | Code
    of Ethics (d)                                                                                                
| | 23.1          |  | Consent of Bongiovanni & Associates, P.A., Certified Public Accountants**                                             
| | 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 **                                                             
| |               |  |                                                                                                                       
| | 101.INS* XBRL |  | Instance
    Document                                                                                                 
| |               |  |                                                                                                                       
| | 101.SCH* XBRL |  | Taxonomy
    Extension Schema                                                                                         
| |               |  |                                                                                                                       
| | 101.CAL* XBRL |  | Taxonomy
    Extension Calculation Linkbase                                                                           
| |               |  |                                                                                                                       
| | 101.DEF* XBRL |  | Taxonomy
    Extension Definition Linkbase                                                                            
| |               |  |                                                                                                                       
| | 101.LAB* XBRL |  | Taxonomy
    Extension Label Linkbase                                                                                 
| |               |  |                                                                                                                       
| | 101.PRE* XBRL |  | Taxonomy
    Extension Presentation Linkbase                                                                          



|(a) | Filed
    previously with the Proxy Statement Form DEF 14A on May, 19, 2010, 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 Current Report on Form 8-K filed on September 7, 2007, and incorporated herein by
    reference.              
|    |                                                                                                                                                                  
|(d) | Filed
    previously as an exhibit to Registrant's Annual Report on Form 10-KSB filed on April 3, 2008, and incorporated herein by reference.                    
|    |                                                                                                                                                                  
|(e) | Incorporated
    by reference from Registration statement on form 10-12G (File No. 000-54433), Amendment No. 2 of Worlds Online Inc. filed
    on October 7, 2011
|    |                                                                                                                                                                  
|(f) | Filed
    previously as an exhibit to registrant current report on form 8K filed on March 15, 2013 and incorporated herein by referenced                         
|    |                                                                                                                                                                  



* Filed with original filing
on April 1, 2014.

** Filed herewith



(4)