form10qsb.htm

Our financial and liquidity position remained weak as exhibited by our cash, cash equivalents, short-term marketable securities and marketable equity securities of $5,744 at June 30, 2001. Cash, cash equivalents, short-term marketable securities and equity securities were $1,862,128 at June 30, 2000. This decrease of $1,856,384 was the net result of cash used in operating activities.

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

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

Item 3. 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 Chief 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 are recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

During the first quarter of 2008 our 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 As of the end of the period covered by this report 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.

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

In Cosmo Communications v. Worlds, Inc. (our predecessor) in the Superior Court Of New Jersey Law Division, Bergen County, the court rendered a decision in favor of the plaintiff, Cosmo Communications on February 13, 2001. The judgment amount entered on March 20, 2001, is approximately $205,000 of which $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. We have appealed the decision.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

None.

(b) Reports on Form 8-K

None.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned thereto duly authorized.

Date: February 12, 2008

WORLDS.COM INC.

By: /s/ Thomas Kidrin

Thomas Kidrin

President, CEO and Treasurer

By: /s/ Christopher Ryan

Christopher Ryan

Chief Financial Officer and

Principal Accounting Officer

		Page

Condensed Balance Sheets as of June 30, 2001		3
Condensed Statements of Operations for the three and six months ended June 30, 2001 and 2000		4
Condensed Statements of Cash Flows for the six months ended June 30, 2001 and 2000		5
Notes to Financial Statements		6-10

Worlds.com, Inc. Balance Sheets (Unaudited) As of June 30, 2001

Current Assets
Cash and cash equivalents	$	5,744
Accounts recievable		28,959
Prepaid Expenses		74,209
Inventory		52,727


Total Current Assets		161,640

Property, equipment software dev net of
accumulated depreciation		1,195,837


TOTAL ASSETS	$	1,357,477



Current Liabilities
Accounts payable		1,145,796
Accrued expenses		604,700
Deferred Revenue		698,887
Current maturities notes payable		2,181,212

Total Current Liabilities		4,630,594


Stockholders Equity (Deficit)

Common stock		33,824
Additional Paid in Capital		20,146,723
Accumulated Deficit		(23,453,664	)
	$
Total stockholders deficit		(3,273,118	)

Total Liabilities and stockholders deficit	$	1,357,477

The accompanying notes are an integral part of these financial statements.

Worlds.com, Inc. Statements of Operations (Unaudited) For Three and Six months ended June 30, 2001 and 2000
		Six months ended June 30,						Three months ended June 30,
		2001			2000			2001			2000
Revenues
	Revenue	$	530,546		$	513,764		$	352,791		$	333,741
	Revenue from terminated K		834,722			-			-			-
Total			1,365,268			513,764			352,791			333,741


Cost and Expenses

	Cost of Revenue		223,237			212,312			28,957			142,361
	Selling General & Admin		1,973,071			4,818,989			605,174			2,727,300

	Operating income (loss)		(831,040	)		(4,517,537	)		(281,341	)		(2,535,920	)


Other Income Expense
	Interest Income		6,053			68,053			33			52,302
	Interest Expense		825,235			85,773			-			43,144
	Offering Expense		208,880			-			-			-


Net Loss		$	(1,859,102	)	$	(4,535,257	)	$	(281,308	)	$	(2,526,762	)

The accompanying notes are an integral part of these financial statements.

Worlds.com, Inc. Statement of Cash Flows (Unaudited) For Six months ended June 30, 2001 and 2000
	2001			2000
Cash flows from operating activities
Net Income/(loss)	$	(1,859,102	)	$	(4,535,257	)
Adjustments to reconcile net loss to net cash used
in operating activities
Dep & amort		185,989			672,389
Accretion of deferred revenue		(774,639	)		-
Consulting expense related to the
issuance of stock options		165,000			138,231
Interest expense on beneficial conversion
feature in private placement		746,381			-
Placement fee and bonus expense paid
with convertible notes		95,000			-

Changes in operating assets and liabilities
Accounts receivable		175,608			(117,496	)
Prepaid expenses and other current assets		218,087			26,625
inventories		83,978			(29,376	)
accounts payable and accrued expenses		(229,962	)		154,302
Deferred revenue		-			85,675

Net cash used in operating activities		(1,193,661	)		(3,604,907	)

Cash flows from investing activities
Acquisition of property and equipment		-			(65,238	)
Addition to software development costs		(90,404	)		(133,364	)


Net cash used in investing activities		(90,404	)		(198,602	)


Cash flows from financing activities

Proceeds from sale of convertible notes		1,250,000			-
Proceeds from sale of common stock		-			3,708,957
Proceeds from exercise of options		-			135,500

Net Cash provided from financing activities		1,250,000			3,844,457

Net increase(decrease) in cash		(34,065	)		40,948

Cash beginning of period		40,489			1,821,180

Cash end of period	$	6,424		$	1,862,128


Supplemental disclosure of cash flow information:
Cash paid during the year for
Interest		-			-
Income taxes		-			-
The accompanying notes are an integral part of these financial statements.

Exhibit No.		Description

31.1		Certification of Chief Executive Officer

31.2		Certification of Chief Financial Officer

32.1		Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.