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, 2007




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 Exchange 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




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.
    YesxNoo




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 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. 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




The
      issuer’s revenues for its fiscal year ended December 31, 2007 were
      $5,269.





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
      March
      4, 2008, the issuer had outstanding 44,824,341shares of par value $.001 Common Stock, of which 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," 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 assumption 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
            
            9Item 3
            
            Legal
                Proceedings
            
            9Item 4
            
            Submissions
                of
                Matters to a Vote of Security Holders
            
            9PART IIItem 5
            
            Market
                for Common
                Equity, Related Stockholder Matters And Small Business Issuer Purchases
                of
                Equity Securities
            
            10Item 6
            
            Management’s
                Discussion and Analysis or Plan of Operation
            
            11Item 7
            
            Financial
                Statements
            
            12Item 8
            
            Changes
                in and
                Disagreements with Accountants on Accounting and Financial
                Disclosure
            
            21Item 8A(T)
            
            Controls
                and
                Procedures
            
            21Item
                8B
            
            Other
                Information
            
            21PART IIIItem 9
            
            Directors,
                Executive
                Officers, Promoters, Control Persons and Corporate Governance; Compliance
                With Section 16(a) of the Exchange Act
            
            22Item 10
            
            Executive
                Compensation
            
            22Item 11
            
            Security
                Ownership
                of Certain Beneficial Owners and Management and Related Stockholder
                Matters
            
            24Item 12
            
            Certain
                Relationships and Related Transaction, and Director
                Independence
            
            24Item 13
            
            Exhibits
            
            25Item 14
            
            Principal
                Accountant
                Fees and Services
            
            25





2
 Table
          of Contents


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 operations were reduced as well as continued software
      development on an as needed basis and under contract licenses.





While
      the
      company has kept the service continuously up since 2001 there have
      been thousands of customer created worlds and Avatars developed using Worlds
      tools and hosted on the members’ PCs.





As
      a
      result of the renewed public interest in 3D sites during the second quarter
      of
      2007, management of the Company began to explore the possibility of becoming
      more active operationally.  As detailed below, during the third
      quarter of 2007 we, among other things, expanded our Board, commenced a small
      financing, and began upgrading our technology and more actively seeking business
      opportunities.




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 its 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.  For a limited time, the free demo can
      be accessed by going to www.worlds.com
      and following instructions for as temporary log-in account.




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
      annual membership 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 are now actively seeking 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 are now actively seeking 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 the music group Aerosmith, among others.  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.




4
 Table
          of Contents




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, and others may be expected to
      develop, technologies or products in related market segments which could compete
      with certain technologies or products we have and/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.




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 and 7,181,690 B1 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.  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 patents 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, 2007, we had 1 full time employee, our president,
      Thomas Kidrin.




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.




5
 Table
          of Contents




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 thereafter 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,
      2007, we had only $271,334 in 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 actively 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;




o
      the
      failure to achieve market acceptance of our services;




o
      a slow
      down in general consumer acceptance of the Internet as a vehicle for commerce;
      and




o
      an
      inability to grow and adapt our business and technology to evolving consumer
      demand.




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 currently 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.




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 are now
      seeking to enter into marketing agreements with those 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 and we are dependent upon our continued ability to access these
      other technologies.




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 of 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 likely have a material adverse
      effect on our business and financial condition.




6
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          of Contents




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
      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 and services.




Demand
      and market acceptance for relatively 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.




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 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 any of our key personnel or fail to hire and retain other talented
      employees, our operations could be harmed.




Our
      success is currently dependent, in large part, on the personal efforts of Thomas
      Kidrin, our president and chief executive officer.  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 ability to grow 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 enhancements to our existing services
      and products or new services and products on a timely basis; and




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




We
      currently have only limited 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.




7
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          of Contents




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 or
      have
      members. 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 intend to carry insurance policies,
      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.




Risks
      related to our common stock




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




While
      we
      currently have approximately 49,830,393 shares of common stock outstanding,
      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.




Certain
      shareholders control a substantial portion of our outstanding common
      stock.




Our
      chief
      executive officer owns a significant portion of the outstanding shares of our
      common stock and Mr. Kidrin may be issued an additional 15 million shares of
      our
      common stock upon the exercise of outstanding stock options. Accordingly, he
      will be able to influence the election of our directors and thereby influence
      or
      direct our policies.




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 currently 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 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.




As
      of
      March 4, 2008, there are outstanding options to purchase an aggregate of
      approximately 15,775,000 shares of our common stock and more options will likely
      be granted in the future to our officers, directors, employees and consultants.
      The exercise of outstanding stock options will dilute the percentage ownership
      of our other shareholders. 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 of our stock options, could adversely
      affect the prevailing market price of our common stock.




8
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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 former name) 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 $200,000 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.





In
      Graubard Miller f/k/a Graubard Mollen Miller v. Worlds Inc. (our former name)
      in
      the United States District Court, Southern District of New York, the court
      granted summary judgment against us in the aggregate amount of $182,075.24
      for
      unpaid legal fees and expenses and an unpaid note. $122,598 is reserved on
      our
      balance sheet for this judgement.




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




None.




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PART
      II




ITEM
      5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASES OF EQUITY SECURITIES.




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, 2007:
            High
            
            Low3/31/2007
            
            $
            0.01
            
            
            $
            0.016/30/2007
            
            $
            0.04
            
            
            $
            0.049/30/2007
            
            $
            0.08
            
            
            $
            0.0812/31/2007
            
            $
            0.20
            
            
            $
            0.15Year
                  Ended December 31, 2006:
            High
            
            Low3/31/2006
            
            $
            0.005
            
            
            $
            0.0056/30/2006
            
            $
            0.005
            
            
            $
            0.0059/30/2006
            
            $
            0.004
            
            
            $
            0.00412/31/2006
            
            $
            0.009
            
            
            $
            0.009




Holders




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




In
      addition to the 7,500,000 shares we sold for
      $375,000 that was previously disclosed in our quarterly report on Form 10-QSB
      for the quarter ended September 30, 2007, we sold an additional 3,500,000 shares
      of our common stock at a price of $0.05 per share (a premium to the $0.03 market
      price at the commencement of the offering) for $175,000 for an aggregate
      offering of 11 million shares for $550,000.  No underwriters were
      utilized in the placement and no commissions were paid.  The offer,
      sale and issuance of the shares were exempt from registration under Section
      4(2)
      of the Securities Act of 1933, as amended inasmuch as: all of the investors
      were
“accredited” as defined in Rule 501 of Regulation D promulgated under such
      Section 4(2); the investors took their shares for investment purposes without
      a
      view to distribution; the investors had access to information concerning the
      Company and its business prospects; there was no advertising or general
      solicitation involved in the sale of the shares; no commissions were paid;
      and
      the securities that were issued contain standard restrictive
      legends.




During
      2007 we also issued stock options to various persons directors and consultants
      as follows:





450,000
      exercisable at $0.05


75,000
      exercisable at $0.11


100,000
      exercisable at $0.22


100,000
      exercisable at $0.25


50,000
      exercisable at $0.30





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Company
      Equity Compensation
      Plans




The
      following table sets forth
      information as of December 31, 2007, with respect to compensation plans
      (including individual compensation arrangements) under which equity securities
      of the Company are authorized for issuance.




Plan
                Category
            
            Number
                of securities to be issued
                upon exercise of outstanding options
            
            Weighted-average
                exercise price of
                outstanding options
            
            Number
                of securities remaining
                available for future issuance under equity compensation
                plans2007
                Stock Option Plan, not yet
                approved by stockholders
            
            
            15,775,000
            
            
            $
            0.052
            
            
            
            8,925,000Stock
                option grants approved by
                stockholders
            
            
            0
            
            
            $
            N/A
            
            
            
            -Total
            
            
            15,675,000
            
            
            $
            0.052
            
            
            
            9,025,000




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





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," "would,"
      "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
      at
      previous levels and inasmuch as other sources of capital were not available
      we
      have had to limit our operations since that time.





Revenues





We
      generated only modest revenue during the year as we have reduced operations
      since mid 2001 when we ran out of funds.  The revenue that was
      generated resulted from VIP subscriptions to our Worlds Ultimate 3-D Chat
      service.





Expenses





We
      classify our expenses into two broad groups:





o
            cost
                of revenues; and





o
            selling,
                general and administration.





During
      the year, as more funds became available from our financing, we were able to
      increase operations and become more active operationally.





Liquidity
      and Capital Resources





We
      have
      had to limit our operations since mid 2001 due to a lack of
      liquidity.  We were able to issue equity in the last two quarters of
      this year and raise capital that enabled us to begin upgrading our technology,
      develop new products and actively solicit additional business.  We
      continue to pursue additional sources of capital though we have no current
      arrangements with respect to, or sources of, additional financing at this time
      and there can be no assurance that any such financing will become available.
      If
      we cannot start to generate sufficient revenues, we may need to scale back
      operations.





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          of Contents




RESULTS
      OF OPERATIONS





Our
      net
      revenues for each of the years ended December 31, 2007 and 2006 were $5,269
      and
      $2,144, respectively.  Management believes that this increase was due
      to increased sales of VIP memberships but that the amount of business from
      reduced operations is inconsequential.





Year
      ended December 31, 2007 compared to year ended December 31, 2006





Revenue
      increased by $3,125, to $5,269 for the year ended December 31, 2007 from $2,144
      in the prior year.  The business has been running in a limited mode
      due to the lack of liquidity.  We expect increased revenues in 2008
      resulting from our 2007 financing.





Cost
      of
      revenues increased by $56,256 to $57,312 in 2007 from $1,056 in 2006 reflecting
      the increased business activities following the financing in 2007 as compared
      to
      2006 in which there was no financing.





Selling
      general and administrative expenses increased by $460,038, from $50,920 to
      $510,958 for the years ended December 31, 2006 and 2007,
      respectively.  The balances increased due to our operations increasing
      thereby resulting in increased payroll, increased contract labor and increased
      legal and accounting services.  The Company also issued options to
      certain individuals as an incentive in lieu of cash compensation and the option
      expense is reflected in these numbers.





Other
      expenses include interest expense of $115,383 directly attributable to the
      notes
      payable in the year ended December 31, 2007.  Interest expense in the
      year ended December 31, 2006 was $153,844 as we carried more debt was in
      2006.





Extraordinary
      gains of $2,740,751 and $77,531 were recorded in 2007 and 2006, respectively.
      These pertained to debt that was legally extinguished due to expiration of
      the
      statute of limitations for such debts under state laws.





As
      a
      result of the foregoing, we realized net income of $2,062,367 for the year
      ended
      December 31, 2007 compared to a loss of $126,145 in the year ended December
      31,
      2006, although as disclosed above the gain resulted from non-operational
      bookkeeping entries from the extinguishment of debt.





We
      expect
      that the majority of the remaining debt on our books will become extinguished
      in
      2008 due to expiration of the statute of limitations for such remaining debts
      under state laws.





Liquidity
      and Capital Resources





Our
      financial and liquidity position improved as exhibited by our cash, cash
      equivalents, short-term marketable securities and marketable equity securities
      of $271,334 at December 31, 2007. We sold 11,000,000 shares of our common
      stock to raise $550,000 during the year.  At December 31, 2006, cash,
      cash equivalents, short-term marketable securities and equity securities was
      $2,041.  This increase of $269,293 was the result of equity financing
      in 2007.  There were no capital expenditures in 2006.





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.





The
      funds
      raised in our 2007 financing are being used to upgrade our existing technology,
      purchase hardware (capital expenditures), develop new products and services,
      pay
      salaries to management and pay professional fees to our attorneys and auditors
      to prepare and file reports with the Securities and Exchange Commission to
      bring
      us “current” in our filings so we can attempt to qualify to have our stock
      quoted on the OTC Bulletin Board or listed on NASDAQ.  Once we are
      current in our public filings we hope to raise additional funds to be used
      for
      advertising our existing products and services and to fund the development
      of
      additional products and services.  No assurances can be given that we
      will be able to become current in or public filings or that, even if we are
      able
      to do so, that it will allow us to raise any additional funds.





Recent
      Accounting
      Pronouncements




In
      February 2006, the FASB issued SFAS
      No. 155, “Accounting for Certain Hybrid Financial Instruments”. This Statement
      amends FASB Statements No. 133, Accounting for Derivative Instruments and
      Hedging Activities, and No. 140, Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities. This Statement resolves
      issues addressed in Statement 133 Implementation Issue No. D1, “Application of
      Statement 133 to Beneficial Interests in Securitized Financial Assets.” SFAS No.
      155 permits fair value remeasurement for any hybrid financial instrument that
      contains an embedded derivative that otherwise would require bifurcation,
      clarifies which interest-only strips and principal-only strips are not subject
      to the requirements of Statement 133, and establishes a requirement to evaluate
      interests in securitized financial assets to identify interests that are
      freestanding derivatives or that are hybrid financial instruments that contain
      an embedded derivative requiring bifurcation. It also clarifies that
      concentrations of credit risk in the form of subordination are not embedded
      derivatives and amends Statement 140 to eliminate the prohibition on a
      qualifying special-purpose entity from holding a derivative financial instrument
      that pertains to a beneficial interest other than another derivative financial
      instrument. This Statement is effective for all financial instruments acquired
      or issued after the beginning of an entity’s first fiscal year that begins after
      September 15, 2006. The Company does not expect that the adoption of this
      statement will have a material impact on its financial
      statements.




In
      2006, the FASB issued SFAS No. 156,
“Accounting for Servicing of Financial Assets”. This Statement amends FASB
      Statement No. 140, Accounting for Transfers and Servicing of Financial Assets
      and Extinguishments of Liabilities, with respect to the accounting for
      separately recognized servicing assets and servicing liabilities. This Statement
      requires an entity to recognize a servicing asset or servicing liability each
      time it undertakes an obligation to service a financial asset by entering into
      a
      servicing contract in indicated situations; requires all separately recognized
      servicing assets and servicing liabilities to be initially measured at fair
      value, if practicable; permits an entity to choose relevant subsequent
      measurement methods for each class of separately recognized servicing assets
      and
      servicing liabilities; at its initial adoption, permits a one-time
      reclassification of available-for-sale securities to trading securities by
      entities with recognized servicing rights, without calling into question the
      treatment of other available-for-sale securities under Statement 115, provided
      that the available-for-sale securities are identified in some manner as
      offsetting the entity’s exposure to changes in fair value of servicing assets or
      servicing liabilities that a servicer elects to subsequently measure at fair
      value; and requires separate presentation of servicing assets and servicing
      liabilities subsequently measured at fair value in the statement of financial
      position and additional disclosures for all separately recognized servicing
      assets and servicing liabilities. The Company is required to adopt this
      Statement as of the beginning of its first fiscal year that begins after
      September 15, 2006, i.e. fiscal 2007. The Company does not expect that the
      adoption of this statement will have a material impact on its financial
      statements.




In
      July 2006, the FASB issued FASB
      Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes,”
which prescribes a comprehensive model for how a company should recognize,
      measure, present and disclose in its financial statements uncertain tax
      positions that the company has taken or expects to take on a tax return
      (including a decision whether to file or not to file a return in a particular
      jurisdiction). The accounting provisions of FIN No. 48 are effective for fiscal
      years beginning after December 15, 2006. The adoption of this Interpretation
      is
      not expected to have any impact on our financial position or results of
      operations in 2008.




In
      September 2006, the FASB issued SFAS
      No. 157, Fair Value Measurements, (“SFAS 157”), to define fair value, establish
      a framework for measuring fair value in accordance with generally accepted
      accounting principles and expand disclosures about fair value measurements.
      SFAS
      157 requires quantitative disclosures using a tabular format in all periods
      (interim and annual) and qualitative disclosures about the valuation techniques
      used to measure fair value in all annual periods. The provisions of this
      Statement shall be effective for financial statements issued for fiscal years
      beginning after November 15, 2007 and interim periods within those fiscal years.
      The Company will be required to adopt the provisions of this statement as of
      January 1, 2008. The Company does not expect that the adoption of this Statement
      will have a material impact on its financial statements.




In
      September 2006, the FASB issued
      Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
      Postretirement Plans – An amendment of FASB Statements No. 87, 88, 106, and
      132(R)” (“SFAS 158”). This Statement enhances disclosure regarding the funded
      status of an employers’ defined benefit postretirement plan by (a) requiring
      companies to include the funding status in comprehensive income and (b)
      recognize transactions and events that affect the funded status in the financial
      statements in the year in which they occur (c) at a measurement date of the
      employer’s fiscal year-end. The Company does not expect that the adoption of
      this statement will have a material impact on its financial
      statements.




In
      February 2007, the FASB issued SFAS
      No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”
(“SFAS No. 159”). SFAS 159 permits entities to choose to measure many financial
      instruments and certain other items at fair value. The provisions of SFAS 159
      are effective as of January 1, 2008. We are currently reviewing SFAS 159 to
      determine its impact, if any, on our financial position or results of
      operations.





On
      December 4, 2007, the FASB issued
      SFAS No. 160, Noncontrolling interest in Consolidated Financial Statements
      (SFAS
      No. 160). SFAS No. 160 requires all entities to report noncontrolling (minority)
      interests in subsidiaries as equity in the consolidated financial statements.
      The statement establishes a single method of accounting for changes in a
      parent’s ownership interest in a subsidiary that do not result in
      deconsolidation and expands disclosures in the consolidated financial
      statements. SFAS No. 160 is effective for fiscal years beginning after December
      15, 2008 and interim periods within those fiscal years. We have not yet
      determined the impact of the adoption of SFAS No. 160 on our consolidated
      financial statements and footnote disclosures.




On
      December 4, 2007, the FASB issued
      SFAS No. 141R, Business Combinations (SFAS No. 141R). SFAS No. 141R requires
      the
      acquiring entity in a business combination to recognize all the assets acquired
      and liabilities assumed, establishes the acquisition date fair value as the
      measurement objective for all assets acquired and liabilities assumed, and
      requires the acquirer to expand disclosures about the nature and financial
      effect of the business combination. SFAS No. 141R is effective for business
      combinations for which the acquisition date is on or after the beginning of
      the
      first annual reporting period beginning on or after December 15, 2008. We have
      not yet determined the impact of the adoption of SFAS No. 141R on our
      consolidated financial statements and footnote disclosures.




12
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          of Contents


ITEM
      7. FINANCIAL STATEMENTS.




CONTENTSREPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            14BALANCE
                SHEET
            15STATEMENTS
                OF OPERATIONS
            16STATEMENTS
                OF CASH FLOWS
            17STATEMENT
                OF STOCKHOLDERS’ DEFICIT
            18NOTES
                TO FINANCIAL STATEMENTS
            19





13
 Table
          of Contents




BONGIOVANNI
      & ASSOCIATES, PA





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors and


Stockholders
      of Worlds.com, Inc.





We
      have
      audited the accompanying balance sheet of Worlds.com, Inc. (the “Company”) as of
      December 31, 2007 and related statements of operations, stockholders’ deficit,
      and cash flows for the years ending December 31, 2007 and 2006. These financial
      statements are the responsibility of the company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Worlds.com, Inc. (a New Jersey
      corporation) as of December 31, 2007 and the results of its operations and
      its
      cash flows for years ended December 31, 2007 and 2006 in conformity with
      accounting principles generally accepted in the United States of
      America.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. The Company has suffered recurring operating
      losses, has an accumulated deficit, has had minimal revenues from operations,
      and has yet to generate an internal cash flow that raises substantial doubt
      about its ability to continue as a going concern. Management's plans in regard
      to these matters are described in Note 2. The financial statements do not
      include any adjustments that might result from the outcome of this
      uncertainty.





/s/Bongiovanni
      & Associates, PA


Bongiovanni
      & Associates, PA


Cornelius,
      North Carolina


February
      26, 2008




14
 Table
          of Contents




Worlds.com,
                Inc.
              Balance
                Sheets
              As
                of
                December 31, 2007Current
                AssetsCash
                and cash
                equivalents
            
            $
            271,334Deferred
                costs
            
            
            55,695Prepaid
                expenses
            
            
            9,860Total
                Current
                Assets
            
            
            336,888Property
                and
                equipment  net ofaccumulated
                depreciation
            
            
            9,375TOTAL
                ASSETS
            
            $
            346,263Current
                LiabilitiesAccounts
                payable
            
            $
            180,813Accrued
                expenses
            
            
            525,484Deferred
                revenue
            
            
            631,950Current
                maturities of notes
                payable
            
            
            773,279Total
                Current
                Liabilities
            
            
            2,111,527Stockholders
                Equity
                (Deficit)Common
                stock (Par value $.001,
                authorized 65,000,000 shares, issued and out standing
                44,824,341shares)
            
            
            44,824Common
              stock subscribed but not yet issued (5,411,764 common shares)
            
            
            5,411Additional
                paid in
                capital
            
            
            21,140,760Accumulated
                deficit
            
            
            (22,956,259
            )Total
                stockholders
                deficit
            
            
            (1,765,264
            )Total
                Liabilities and stockholders
                deficit
            
            $
            346,263The
                accompanying notes are an integral part of these financial
                statements.




15
 Table
          of Contents





Worlds.com,
                  Inc.
                Statements
                  of Operations
                For
                  the
                  year ended December 31, 2007 and 20062007
              
              
              2006RevenuesRevenue
              
              $
              5,269
              
              
              $
              2,144Total
              
              
              
              5,269
              
              
              
              2,144Cost
                  and
                  ExpensesCost
                  of
                  Revenue
              
              
              57,312
              
              
              
              1,056Selling
                  General &
                  Administrative
              
              
              510,958
              
              
              
              50,920Operating
                  loss
              
              
              (563,001)
              
              
              
              (49,832)Other
                  Income
                  (Expense)-
              
              
              
              -Interest
                  Expense
              
              
              (115,383)
              
              
              
              (153,844)Debt
                  forgiven
              
              
              2,740,751
              
              
              
              77,531Net
                  Income
                  (Loss)
              
              $
              2,062,367
              
              
              $
              (126,145)-
              
              
              
              -The
                  accompanying notes are an integral part of these financial
                  statements.




16
 Table
          of Contents




Worlds.com,
                  Inc.
                Cash
                  Flows
                For
                  the
                  year ended December 31, 2007 and 20062007
              
              
              2006Cash
                  flows from operating
                  activitiesNet
                  Income/(loss)
              
              $
              2,062,367
              
              
              $
              (126,145
              )Adjustments
                  to reconcile net
                  income (loss) to net cash provided by <used
                  in>operating
                  activitiesFair
                value of stock options issued
              
              
              296,506
              
              
              
              -Forgiveness
                of notes payable
              
              
              (904,447)
              
              
              
              -Deferred
                  Costs
              
              
              (55,695)
              
              
              
              -Accounts
                  receivablePrepaid
                  expenses and other current
                  assets
              
              
              (9,860)
              
              
              
              -Accounts
                  payable and accrued
                  expenses
              
              
              (1,660,203)
              
              
              
              124,813Net
                  cash provided by (used in)
                  operating activities
              
              
              (271,332)
              
              
              
              (1,332
              )Cash
                  flows from investing
                  activitiesAcquisition
                  of property and
                  equipment
              
              
              (9,375)
              
              
              
              -Net
                  cash used in investing
                  activities
              
              
              (9,375)
              
              
              
              -Cash
                  flows from financing
                  activitiesProceeds
                  from sale of common
                  stock
              
              
              550,000
              
              
              
              -Net
                  cash provided from investing
                  activities
              
              
              550,000
              
              
              
              -Net
                  increase(decrease) in
                  cash
              
              
              269,293
              
              
              
              (1,332
              )Cash
                  beginning of
                  year
              
              
              2,041
              
              
              
              3,373Cash
                  end of
                  year
              
              $
              271,334
              
              
              $
              2,041Supplemental
                  disclosure of cash
                  flow information:Cash
                  paid during the year
                  forInterest
              
              
              -
              
              
              
              -Income
                  taxes
              
              
              -
              
              
              
              -The
                  accompanying notes are an integral part of these financial
                  statements.




17
 Table
          of Contents




Worlds.com,
                  Inc.
                Statement
                  of
                  Stockholders' EquityPeriod
                  from
                  January 1, 2006 to December 31, 2007Additional
              
              
              
              
              
              
              
              
              TotalCommon
                  stock
              
              
              Common
                  stock
              
              
              Paid-in
              
              Common
                shares
                subscribed
                but not
              
              Common
                stock
                subscribed
                but not
              
              Accumulated
              
              
              stockholders'Shares
              
              
              Amount
              
              
              Capital
              
              Issued
              
              Issued
              
              Deficit
              
              
              (deficit)Balances,
                  January 1,
                  2006
              
              $
              33,824,341
              
              
              $
              33,824
              
              
              $
              20,146,723
              
              
              
              
              
              $
              (24,892,481
              )
              
              $
              (4,711,934
              )Net
<loss> income
                  for
                  the year ended December 31, 2006
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (126,145
              )
              
              
              (126,145
              )Balances,
                  December 31,
                  2006
              
              $
              33,824,341
              
              
              $
              33,824
              
              
              $
              20,146,723
              
              
              
              
              
              $
              (25,018,626
              )
              
              $
              (4,838,079
              )Equity
                  Investment
              
              
              11,000,000
              
              
              
              11,000
              
              
              
              539,000
              
              
              
              
              
              
              
              
              
              
              550,000Conversion
                  of Note
                  payable
              
              
              
              
              
              
              
              
              
              
              69,589
              
              411,764
              
              411
              
              
              
              
              
              
              70,000Conversion
                  of Officer Loan
                  payable
              
              
              
              
              
              
              
              
              
              
              88,942
              
              5,000,000
              
              5,000
              
              
              
              
              
              
              93,942Issuance
                  of
                  Options
              
              
              
              
              
              
              
              
              
              
              296,506
              
              
              
              
              
              
              
              
              
              
              296,506Net
                  Income for the year ended
                  December 31, 2007
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              2,062,367
              
              
              
              2,062,367Balances,
                  December 31,
                  2007
              
              $
              44,824,314
              
              
              $
              44,824
              
              
              $
              21,140,760
              
              $ 
                  5,411,764
              
              $      5,411
              
              $
              (22,956,259
              )
              
              $
              (1,765,264
              )The
                  accompanying notes are an integral part of these financial
                  statements.




18
 Table
          of Contents


Worlds.com,
      Inc.


NOTES
      TO
      FINANCIAL STATEMENTS


Year
      Ended December 31, 2007




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, has incurred
      significant losses since its inception and has had minimal revenues from
      operations.  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
      reduce operations. These factors raise substantial doubt about the Company's
      ability to continue as a going concern.  For most of the past year the
      Company has been operating at a significantly reduced capacity, with no full
      time employees, performing primarily consulting services and licensing software
      and 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.





Revenue
      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.   The Company recognizes
      revenue when all of the following criteria are met: evidence of an arrangement
      exists such as a signed contract, delivery has occurred, the price is fixed
      or
      determinable, and collectibility is reasonable assured.  This will be
      in the form of a receipt of a customers, acceptance indicating the product
      has
      been completed to their satisfaction except for development work and service
      revenue which is recognized when the services have been
      performed.  Deferred revenue represents cash payments received in
      advance to be recorded as revenue when earned.  The corresponding cost
      associated with those contracts is also deferred as deferred costs until the
      revenue is ultimately recognized.





Research
      and Development Costs





Research
      and development costs are charged to operations as incurred.





Property
      and Equipment





Property
      and equipment are stated at cost.   Depreciation is provided on a
      straight line basis over the estimated useful lives of the assets ranging from
      three to five years.  When assets are retired or disposed of, the cost
      and accumulated depreciation are removed from the accounts, and any resulting
      gains or losses are included in income.  Maintenance and repairs are
      charged to expense in the period incurred.





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.





19
 Table
          of Contents


Worlds.com,
        Inc.
 NOTES
        TO
        FINANCIAL STATEMENTS
 Year
        Ended December 31, 2007




Extraordinary
      Item





The
      Company had accounts payables on its books in the amount of
      $1,018,106.  In the year ended December 31, 2007 these accounts
      payables were legally extinguished pursuant to applicable statues of
      limitations.  The amount was treated as an extraordinary item,
      forgiveness of debt.





The
      Company had accrued expenses on its books in the amount of
      $810,695.  In the year ended December 31, 2007 these accrued expenses
      were legally extinguished pursuant to applicable statue of
      limitations.  The amount was treated as an extraordinary
      item.





The
      Company had notes payables on its books in the amount of $911,950.  In
      the year ended December 31, 2007 these notes payables were legally extinguished
      through mutual consent with the note holders.  The amount was treated
      as an extraordinary item.





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, 2007 the Company recorded
      a reserve of $205,000 for this lawsuit, which is included in accrued expenses
      in
      the accompanying balance sheet.





During
      2003 a law firm obtained a judgment against the Company for unpaid legal fees
      and other debt in the aggregate amount of $182,075.  A reserve of
      $122,598 has been recorded on the balance sheet for this
      liability.





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.





During
      2007, we issued stock options to various parties. The stock options allow the
      parties to purchase shares of our common stock at various prices per share
      per each individual option agreement. The options allow the various parties
      to
      purchase one common share of our stock for each option. The options expire
      at
      various times through September 2012 per each individual option agreement.
      We
      did not grant any registration rights with respect to any shares of common
      stock
      issuable upon exercise of the options. There were no forfeited options during
      2007. During the year ended December 31, 2007, we recorded an expense of
      approximately $296,507, equal to the estimated fair value of the options at
      the
      date of each grant. The fair market value was calculated using the Black-Scholes
      options pricing model, assuming approximately 5.0% risk-free interest, 0%
      dividend yield, 60% volatility, and expected lives ranging from one to five
      years.




NOTE
      2 -
      GOING CONCERN





Since
      2001 the Company has had to reduce operations due to lack of resources. The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company has had only minimal revenues
      from
      operations over the last two years. There can be no assurance that the Company
      will be able to obtain the substantial additional capital resources necessary
      to
      implement 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 -
      PRIVATE PLACEMENT





In
      September 2007, the Company completed a private placement of 11,000,000 shares
      of our common stock for aggregate proceeds of $550,000.





An
      officer of the Company was authorized to recived 5,000,000 shares to settle
      salary and loans owed to him and other persons received an aggregate of 775,000
      options for services rendered to the Company during 2007. Subsequentto 2007, the
      Company issued said 5,000 shares.





NOTE
      4 –
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, 3D entertainment portal on the internet.





NOTE
      5 -
      NOTES PAYABLE





Short-term
      debt at December 31, 2007 consists of the following:





The
      Company has promissory notes payable due to two shareholders. The principal
      amounts are, $124,230 and $635,642 with interest accruing at 8% per annum and
      10% 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.





Note
      6-
      Property and Equipment





Computer
      Equipment                                
$9,375


Less:
      accumulated
      depreciation                         
0


$9,375




Depreciation
      expense was $0 because the computer equipment was purchased in December and
      not
      placed in service at year end.




20
 Table
          of Contents




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(T).
      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.




As
      of the
      end of the period covered by this report, 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, 2007, our internal controls over
      financial reporting are effective and provide a reasonable assurance of
      achieving their objective.




Due
      to its inherent limitations,
      internal control over financial reporting may not prevent or detect
      misstatements under all potential conditions. Therefore, effective internal
      control over financial reporting provides only reasonable, and not absolute,
      assurance that a restatement of our financial statements would be prevented
      or
      detected.




Changes
      in Internal Control Over
      Financial Reporting




There
      were no changes in the Company’s
      internal control over financial reporting that occurred during the period
      covered by this report that have materially affected, or are reasonably likely
      to materially affect, the Company’s internal control over financial
      reporting.





This
      annual report does not include an
      attestation report of the Company's registered public accounting firm regarding
      internal control over financial reporting. Management's report was not subject
      to attestation by the Company's registered public accounting firm pursuant
      to
      temporary rules of the Commission that permit the Company to provide only
      management's report in this annual report.




Item
      8B.  Other
      Information




None.





21
 Table
          of Contents




PART
      III




ITEM
      9. DIRECTORS AND EXECUTIVE OFFICERS OF THE
      REGISTRANT.




The
      following table sets forth the name, age and position of our directors and
      executive officers. Our directors are elected annually and serve until the
      next
      annual meeting of stockholders.







Name
            Age
            PositionThomas
                Kidrin
            55
            President,
                Chief Executive Officer, Secretary, Treasurer, DirectorChristopher
                J. Ryan
            47
            Vice
                President- Finance, Principal Accounting and Finance
                OfficerBernard
                Stolar
            61
            DirectorJay
                Coleman
            57
            DirectorRobert
                Fireman
            59
            Director




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




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.  From 2001 through 2003, Mr. Ryan was
      the founder and President of CJR Advisory Services, a personal corporation
      through which he provided financial consulting services to various
      entities.  Since 2004, Mr. Ryan has been the VP Finance of Peminic
      Incorporated.  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.





Bernard
      Stolar is noted for his expertise in both identifying and developing
      market-driving content and forging successful business partnerships, brings
      to
      the board over twenty years of senior-level experience within the interactive
      entertainment industry in all phases of company operations, including sales
      and
      marketing, product development, licensing, distribution, strategic planning
      and
      management. Mr. Stolar has served in high profile leadership roles at publicly
      and privately held interactive entertainment companies. Currently, Mr. Stolar
      is
      Dean of Games and Game Evangelist for Google, Inc. From February 2006 until
      its
      purchase by Google, Inc. in February 2007, Mr. Stolar was the Chairman of the
      Board of Adscape Media. Prior to this, he was president and chief operating
      office of BAM! Entertainment, where he transformed the company from a hand-held
      content company to a developer and marketer of interactive entertainment for
      next generation video game consoles. In 2000, Mr. Stolar joined Mattel, Inc.
      as
      president of Mattel Interactive, where he was responsible for directing and
      reorganizing the $1 billion Mattel Interactive division. From 1996 to 1999,
      Mr.
      Stolar served as president and chief operating officer of Sega of America,
      Inc.
      where he helped increase sales from $200 million to over $1 billion in three
      years, and orchestrated the launch of the Sega Dreamcast(TM), the fastest
      selling video game console in US history at that time. Mr. Stolar also served
      as
      executive vice president of Sony Computer Entertainment of America, where he
      was
      a key leader of the Sony Playstation® launch team, directing all third-party
      publishing in the U.S. Prior to that, Mr. Stolar served as president of Atari
      America's game division.




Jay
      Coleman is the founder and CEO, since 1976, of Entertainment Marketing &
Communications International (emcionline.com),
      a leading independent company linking worldwide consumer marketing with the
      broad spectrum of contemporary music, entertainment and technology.  Major
      deals include the Rolling Stones with American Express; Michael Jackson with
      Pepsi; and Sponsorship for Live Aid and Live Earth, among other major media
      events. Coleman is best known for pioneering music sponsorship and marketing,
      creating landmark deals, and expanding the company's marketing capabilities
      beyond pop music, creating breakthrough concepts in all areas of
      entertainment.




Robert
      Fireman joins the Worlds team as a seasoned executive in the building of
      technology and consumer driven companies. He brings to Worlds vast experience
      in
      the development of real time, loyalty based, stored value products and
      services.  Mr. Fireman was a founder and former Director and General
      Manager of SmartSource Direct, Inc., a subsidiary of News America Marketing
      (News Corp).  Mr. Fireman as responsible for the development, marketing and
      distribution of card-based loyalty, financial, and database products &
services in retail, grocery and drug store chains encompassing over 50,000
      stores throughout the U.S.  Mr. Fireman has been a practicing attorney
      for over 25 years and is the managing attorney of Fireman & Associates
      LLP.





Family
      Relationships.




None.





Legal
      Proceedings.





None.





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.  We have
      only recently begun increasing our 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" or
      to
      so designate one of our current directors, but we intend to either retain an
      additional director who will qualify as such an expert or designate one of
      our
      current directors as such an expert, as soon as reasonably practicable. Our
      current directors, by virtue of their past employment experience, have
      considerable knowledge of financial statements, finance, and accounting, and
      have significant employment experience involving financial oversight
      responsibilities. Accordingly, we believe that our current directors capably
      fulfill the duties and responsibilities of an audit committee in the absence
      of
      such a designated expert at this time.





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 we file with, or submit to, the Commission and in
                other
                public communications we make


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
      2007.  Except as disclosed below, 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.  Each of our directors
      did not timely file one Form 4.




ITEM
      10. EXECUTIVE COMPENSATION.




The
      following table sets forth the compensation paid by us during the fiscal periods
      ending December 31, 2006 and 2007, to our chief executive officer and to our
      other most highly compensated executive officers whose compensation exceeded
      $100,000 for those fiscal periods.


22
 Table
          of Contents




SUMMARY
                COMPENSATION TABLE (1)(2)Name
                and principal position
              (a)
            Year
              (b)
            
            Salary
                ($)
              (c)
            
            
            Bonus
                ($)
              (d)
            
            
            Stock
                Awards ($)
              (e)
            
            
            Option
                Awards ($)
              (f)
            
            All
                Other Compensation ($)
              (g)
            
            
            Total
                ($)
              (h)Thomas
                Kidrin
              President
                and CEO
            2007
            
            
            71,100
            
            
            
            0
            
            
            
            0
            
            
            $
            252,932
            
            
            0
            
            
            $
            324,0322006
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0




(1)
      The
      above compensation does not include other personal benefits, the total value
      of
      which do not exceed $10,000.




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





Stock
      Option Grants





The
      following table sets forth
      information as of December 31, 2007 concerning unexercised options,
      unvested stock and equity incentive plan awards for the executive officers
      named
      in the Summary Compensation Table.





OUTSTANDING
      EQUITY AWARDS AT YEAR ENDED DECEMBER 31, 2007




Name
            
            Number
                of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Exercisable
            
            Number
                  of
                Securities
                Underlying
                Unexercised
                Options
                (#)
                Unexercisable
            
            Equity
              Incentive
              Plan
              Awards:
              Number of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
              (#)
            
            Option
              Exercise
              Price
              ($)
            
            Option
              Expiration
              DateThom
                Kidrin
            
            5,000,000
            
            10,000,000
            (1)
            0
            
            $
            0.05
            
            08-31-12





(1)
            50%
                vests on 8/31/08and the
                balance on 8/31/09.





Compensation
      of
      Directors




On
      September 5, 2007, the Board of Directors adopted a compensation program for
      the
      directors whereby each director will receive compensation in the form of stock
      options for serving on the board. Five-year non-qualified stock options to
      purchase 100,000 shares of the Corporation’s common stock are to be granted
      annually on January 1 to each director then in office at an exercise price
      equal
      to the last reported trading price of our common stock on that day, with such
      option to vest in 12 months, provided the director serves for at least six
      months, following the date of grant.  In addition, every director upon
      first joining our board receives 150,000 stock options that vest immediately
      and
      are exercisable for five years at a price equal to the last reported trading
      price of our common stock on that day.




During
      the fiscal year ended December 31, 2007, we also granted to one of our
      directors, Mr. Jay Coleman, a three-year option to purchase 75,000 shares of
      our
      common stock at an exercise price of $0.11 per share for his efforts in
      obtaining a contract for us.




The
      following table sets forth information concerning the compensation paid to
      each
      of our non-employee directors during 2007 for their services rendered as
      directors.





DIRECTOR
      COMPENSATION FOR FISCAL YEAR
      2007




Name
            
            Fees
              Earned
              or Paid
              in Cash
              ($)
            
            
            Stock
              Awards
              ($)
            
            
            Option
              Awards
              ($)(1)
            
            All Other
              Compensation
              ($)
            
            Total
              ($)Jay
                Coleman
            
            
            0
            
            
            
            0
            
            
            $
            6,944
            
            
            
            $
            6,944Robert
                Fireman
            
            
            0
            
            
            
            0
            
            
            $
            2,529
            
            
            
            $
            2,529Bernard
                Stolar
            
            
            0
            
            
            
            0
            
            
            $
            2,529
            
            
            
            $
            2,529




(1)
      This column represents the dollar
      amount recognized for financial statement reporting purposes with respect to
      the
      2007 fiscal year for the fair value of stock options granted to the named
      director in fiscal year 2007, in accordance with SFAS 123R. Pursuant to SEC
      rules, the amounts shown exclude the impact of estimated forfeitures related
      to
      service-based vesting conditions. These amounts reflect our accounting expense
      for these awards, and do not correspond to the actual value that will be
      recognized from these awards by the named director.




Employment
      Agreements





On
      September 4, 2007, our board approved entry into an employment agreement with
      our president, Thom Kidrin.  The agreement, dated as of September 1,
      2007, is for five years with a one-year renewal option held by Mr.
      Kidrin.  The agreement provides for a base salary of $200,000, which
      increases 10% on January 1 of each year; a monthly car allowance of $1,000;
      an
      annual bonus equal to 2.5% of Pre-Tax Income (as defined in the agreement);
      an
      additional bonus as follows: $75,000, if Pre-Tax Income for the year is between
      150% and 200% of the prior fiscal year’s Pre-Tax Income or (B) $100,000, if
      Pre-Tax Income for the year is between 201% and 250% of the prior fiscal year’s
      Pre-Tax Income or (C) $200,000, if Pre-Tax Income for the year is 251% or
      greater than the prior fiscal year’s Pre-Tax Income, but in no event shall this
      additional bonus exceed five (5%) percent of Pre-Tax Income for such year;
      payment of up to $10,000 in life insurance premiums; options to purchase 15
      million shares of our common stock at an exercise price of  $0.05 per
      share, of which one-third vested on September 4, 2007, one-third vest on August
      31, 2008 and the balance vest on August 31, 2009; a death benefit equal to
      one
      year of the then base salary and a disability benefit equal to two years of
      the
      then base salary; and a payment equal to 2.99 times his base amount (as defined
      in the agreement) in the event of a Change of Control (as defined in the
      agreement).  The agreement also provides that Mr. Kidrin can be
      terminated for cause (as defined in the agreement) and that he is subject to
      restrictive covenants for 12 months after
      termination.




Stock
      Option Plan





On
      September 4, 2007, our board of directors adopted the 2007 Stock Option Plan
      which we intend to present to our shareholders for their approval at our next
      annual meeting.  The plan provides for the issuance of up to 25
      million options of which not more than 22 million can be incentive stock
      options.  To date, 15,775,000 options have been issued under the
      plan.




23
 Table
          of Contents




ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS.




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
            11,290,000(3)
            20.59%Jay
                Coleman
            150,000(4)
            0.3%Robert
                Fireman
            150,000(4)
            0.3%Bernard
                Stolar
            150,000(4)
            0.3%All
                directors and executive officers as a group (one person)
            11,740,000(5)
            21.24%





(1)
      Unless stated otherwise, the business address for each person named is
      Worlds.com, Inc., 11 Royal Road, Brookline, MA  02445.




(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.




(3)
      Includes 5 million currently exercisable stock options.




(4)
      Consists of currently exercisable stock options.




(5)
      Includes 5,450,000 currently exercisable stock options.




ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.




Jay
      Coleman, one of our directors, received 75,000 stock options exercisable for
      3
      years at a price of $0.11 per share, which was the closing price of our common
      stock on the date of grant, as compensation for his efforts in obtaining a
      contract for us to provide services to an unaffiliated 3rd
      party.





24
 Table
          of Contents




ITEM
      13. 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            
      2007 Stock Option Plan (d)


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


14.1.         
      Code of Ethics **


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 Current Report on Form 8-K
                filed
                on September 7, 2007, and incorporated herein by
                reference.




**
      Filed
      herewith




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 audit of the annual financial statements for the years
      ended December 31, 2007 and 2006. Bongiovanni was retained as our auditor in
      2007. Audit fees and other fees of auditors are listed as follows:





Year
                Ended December 31
            
            2007
            
            
            
            2006Bongiovanni
            
            
            
            BongiovanniAudit
                Fees (1)
            
            $
            10,000
            
            
            (3)
            
            $
            15,100
            
            
            (2)Audit-Related
                Fees (4)
            
            
            --
            
            
            
            
            
            --Tax
                Fees (5)
            
            $
            7,000
            
            
            
            
            
            --All
                Other Fees (6)
            
            
            --
            
            
            
            
            
            --Total
                Accounting Fees and Services
            
            $
            17,000
            
            
            
            
            $
            15,100




(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 2006 relate to (i) the audit of
                our
                annual financial statements for the fiscal year ended December 31,
                2006,
                and (ii) the review of the financial statements included in our filings
                on
                Form 10-QSB for the first, second and third quarters of
                2006.




(3)
            The
                amounts shown for Bongiovanni in 2007 relate to (i) the audit of
                our
                annual financial statements for the fiscal year ended December 31,
                2007,
                and (ii) the review of the financial statements included in our filings
                on
                Form 10-QSB for the first, second and third quarters of
                2007.




(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 Controller, 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.




25


SIGNATURES




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









Dated:
      April 2,
      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                          April
                2, 2008
              Thomas
                Kidrin                 
                and Director
              
              
              
              /s/
                Christopher J.
                Ryan                     Vice
                President - Finance
                and                                  April
                2, 2008
              Christopher
                J. Ryan    
                                     Principal
                Accounting and
              Financial Officer
              
              
              /s/
                Bernard
                Stolar                             Director                                                                April
                2, 2008
              Bernard
                Stolar
              
              
              
              /s/
                Jay
                Coleman                                Director                                                                April
                2, 2008
              Jay
                Coleman
              
              
              
              /s/
                Robert
                Fireman                            Director                                                                April
                2, 2008
              Robert
                Fireman