10KSB

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, 2001

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

For the transition period from to

Commission File Number: 0-24115

WORLDS.COM, INC.

(Name of Small Business Issuer in its Charter)

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

11 Royal Road, Brookline, MA  02445

(Address of Principal Executive Offices)

(617) 725-8900

(Issuer’s Telephone Number)

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

Title of each class	Name of each exchange on which registered
None	Not Applicable

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

Common Stock, $.001 par value

(Title of Class)

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

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  o    No x

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x

The Registrant’s revenues for its fiscal year ended December 31, 2001 were $1,461,690.

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

At December 31, 2001, the registrant had outstanding 33,830,393 shares of par value $.001 Common Stock, of which approximately 32,540,393 shares were held by non-affiliates.

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

Transitional Small Business Disclosure Format (check one):    o  Yes   x  No

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

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

TABLE OF CONTENTS

PART I
Item 1	Description of Business	3
Item 2	Description of Property	10
Item 3	Legal Proceedings	10
Item 4	Submissions of Matters to a Vote of Security Holders	10
PART II
Item 5	Market for Common Equity, Related Stockholder Matters And Small Business Issuer Purchases of Equity Securities	10
Item 6	Management’s Discussion and Analysis or Plan of Operation	11
Item 7	Financial Statements	13
Item 8	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 8A	Controls and Procedures	22
PART III
Item 9	Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act	23
Item 10	Executive Compensation	24
Item 11	Security Ownership of Certain Beneficial Owners and Management	25
Item 12	Certain Relationships and Related Transactions	25
Item 13	Exhibits, Lists and Reports on Form 8-K	26
Item 14	Principal Accountant Fees and Services	27

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INTRODUCTORY NOTE

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

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

General

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

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

Recent developments

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

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

Our Opportunity

A growing number of people access the Internet as a part of their daily routine. They are embracing the Internet as a point of access for communications, entertainment and shopping. The emergence of broadband delivery capabilities through cable modems, such as that provided by Time Warner Cable's Road Runner to its residential customers, and other technologies will, we believe, promote even greater growth in the use of the Internet and the bandwidth-intensive applications that can be delivered across it.

Existing technological barriers typically prevent the delivery of high-quality 3D graphics and motion imagery. As a result, most Internet sites are entirely two-dimensional with limited graphic and interactive capabilities. Typically, in order for sites to provide users with high-quality 3D graphics on the Internet, such users must have very powerful computers and both the user and site provider must have access to high-capacity communications channels for the movement of the large amount of data that must be delivered to provide 3D motion. Our technology, however, circumvents these limitations by delivering a large portion of the necessary software and data through off-line channels, such as CDs and CD-ROMs, with only the interactivity information being transmitted online. This allows almost any home computer with a traditional modem to enjoy our interactive 3D sites. We believe that sites that provide users with exciting 3D interactivity via the Internet, a sense of community and attractive online purchasing opportunities will garner user bases that have the characteristics that appeal to users, sponsors and advertisers.

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.

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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   WorldsPlayer: 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.

Worlds Ultimate 3D Chat

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

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

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

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

o experience interactive advertising and promotions;

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

o view new music videos by leading recording artists;

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

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

o design their own unique avatar as a VIP subscriber.

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

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

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

Our Strategy

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

§   Producing interactive multimedia music-related 3D sites. We believe that music readily lends itself to exploitation through web sites utilizing our technology. Music is a universal theme that appeals to all people and accordingly, music-based sites, such as Worlds Ultimate 3D Chat, have the capability of drawing a wide range of users. We also believe that the highly graphic, interactive nature of sites using our technology appeals to users drawn to music-based sites, differentiates such sites from other non-3D music-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. For example, the various worlds of Worlds Ultimate 3D Chat is expected to focus on specific categories of music including:

o   alternative;

o   jazz;

o   rock;

o   pop;

o   country; and

o   hip-hop.

§   Creating effective offline distribution partnerships with recording artists and their record companies. We seek to enter into alliances with recording artists and their record companies by which we gain access to the excess capacity on their music CDs to distribute our Worlds Ultimate 3D Chat and other software. CDs utilizing such excess capacity in this or a similar manner are commonly referred to as CD+ or enhanced CDs. We believe that the distribution of music on these types of CDs is an attractive alternative to recording artists and their record companies as it creates opportunities for them to expand the sale of their music through differentiation of their CDs, creates a new channel of distribution for the sale of products related to the artists, and aids in the promotion of the artists in general.

§   Creating Brand Identity for Worlds.com. Public awareness of our site and products is critical to our success. We seek to build this awareness by entering into co-branding arrangements with other high-profile Internet companies and music companies. We plan to market Worlds Ultimate 3D Chat and our other products through online and other efforts. Ultimately, we seek to build a reputation as a leader in 3D technology and content for the Internet. Our success in promoting our brand also will depend on our success in providing high-quality products and services and a high-level of customer satisfaction.

§   Creating Other Services Using Our Interactive 3D Technology. In addition to Worlds Ultimate 3D Chat, we seek to create other marketable products and services based on our technology. We have created 3D sites and/or related 3D content for other enterprises, including British Telecom and Road Runner.

§   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.

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Representative alliances and customers

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

Time Warner Cable's Road Runner

In 1999, we entered into an agreement with Road Runner to create Road Runner/Worlds.com, a co-branded area on the Road Runner service. In March 2001, we renewed this agreement. Road Runner is a high-speed online service owned by Time Warner Cable. Our agreement with Road Runner permits all Road Runner subscribers to participate in an entirely new, interactive online experience. The co-branded area we created highlights the latest technology in the Road Runner music channel. In March 2001, Road Runner launched a one-month advertising campaign on all Time Warner Cable affiliate cable stations in the United States to promote AerosmithWorld by Worlds.com and Aerosmith's new CD.

Aerosmith

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

British Telecommunications

In June 2000, we entered into an agreement with British Telecommunications plc pursuant to which we are to provide co-branded 3D web sites featuring our interactive worlds to users of British Telecommunications' Internet service. We will share with British Telecommunications revenues derived from VIP subscription and e-commerce activities generated through these sites as well as advertising revenues. In February 2001, as part of this Agreement, British Telecommunications launched its first 3D virtual reality Internet site, developed by Worlds.com.

Competition

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

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

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

o a wider range of services and financial products;

o greater name recognition and larger customer bases;

o more extensive promotional activities; and

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

Many of our competitors in this market have adopted VRML and VRML 2.0 scene description language as their file format and have limited their expertise and scope to only one of the above categories. VRML is an early industry attempt to provide standard protocols for 3D Internet experiences. Currently, there are many companies collaborating to establish standardization of the Virtual Reality Modeling Language for 3D usage on the Internet, the adoption of which may require changes to our technology. If we fail to recognize or address the need for new service or product introductions our business and financial condition could be materially adversely affected. Competitors may develop superior technology or determine as a group to adopt standards with which our technology is not compatible.

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

Intellectual Property

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

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

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

We have a patent and a trademark and we intend to enter into confidentiality agreements with key employees and consultants to protect our IP and general know-how.

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Employees

As of December 31, 2001, we had 0 full time employees. Our president, Thomas Kidrin, devotes such of his time as necessary to keep our servers maintained and operating for the continued use of our members.

Corporate History

We were formed as a result of the contemporaneous mergers on December 3, 1997 of Worlds Inc., a Delaware corporation formed on April 26, 1994 with and into Worlds Acquisition Corp., a Delaware corporation formed on April 8, 1997 and of Worlds Acquisition Corp. with and into Academic Computer Systems, Inc., a New Jersey corporation formed on May 20, 1968 (the "Mergers"). Academic Computer Systems changed its name to Worlds Inc. after the Mergers. In December 1999, we changed our name from Worlds Inc. to Worlds.com Inc. in order to better reflect our business as a consumer Internet web site that offers virtual "worlds" in which consumers interact, conduct e-commerce and receive entertainment.

RISK FACTORS

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

Risks related to our operations

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

Our capital requirements for the development and commercialization of our technology, creation of our 3D sites and our general operations have been and will continue to be significant. Historically, we have been dependent on financings to fund our development and working capital needs. As of December 31, 2001, we had only nominal cash and cash equivalents. We believe that our existing capital resources, together with the minimal cash revenue generated by our revenue sharing agreements with Aerosmith, British Telecom, Time Warner Cable and certain private label agreements, will be sufficient to allow us to survive in 2002, albeit with drastically reduced operations. However, we have experienced a default by a material existing customer, e-New Media, on its obligations to us. Our relationship with another existing client, FreeServe, has been significantly reduced. This relationship had previously provided us with material revenues. We therefore do not expect to generate significant revenues from our prior relationships with e-New Media and Freeserve in the future. Accordingly, if we do not develop any new projects, we would have to continue to severely diminish our operations or halt them entirely. The opinion of our auditors contains an explanatory paragraph regarding our ability to continue as a going concern.

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

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

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

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

o the failure to develop brand name recognition and reputation;

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 Worlds.com Our ability to compete will be dependent on our ability to enhance and upgrade our technology platform in a timely manner and to effectively offer our target customers attractive and exciting 3D content and services, all of which require the expenditure of funds that we do not have. In addition, the very companies with which we do business, such as the larger Internet service providers and record labels, may determine to create and distribute their own 3D Internet sites.

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

Our strategy for expanding brand recognition through online advertising depends to some extent on our relationship with other Internet companies. We regularly seek to enter into marketing agreements with these companies that will permit us to advertise our products and services on their web pages. There can be no assurance that we will be able to negotiate these agreement on favorable terms or at all. Additionally, other e-commerce and music-related sites which advertise 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. For example, we recently modified our relationship with Freeserve such that while we will continue to receive valuable brand exposure working together with Freeserve, we will not provide certain services that have historically generated significant revenues for us.

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

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

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

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

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

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

o expenses associated with customizing products for foreign countries;

o political and economic instabilities;

o potentially adverse tax consequences and regulatory requirements;

o uncertainty of product acceptance by different cultures;

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

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

o difficulties and costs of staffing and managing foreign operations;

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

o limited or unfavorable intellectual property protection.

The market may not readily accept our products.

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

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

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 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.

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We are subject to the risks associated with fluctuations in the sales of prerecorded music and related products.

The recorded music industry has experienced an overall slowdown during the late 1990s relative to the early 1990s, a trend which is expected to continue. During the mid-1990s, several of the country's largest record store chains and many independent music shops either declared bankruptcy or went out of business as sales of prerecorded music experienced this slowdown. Industry analysts suggest several causes for this trend, including a glut of products on the market. In addition, each recording is an individual artistic work, and its commercial success is primarily determined by consumer taste, which is unpredictable and constantly changing. Generally, in the record industry, prerecorded music is shipped to wholesalers and/or retailers on a returnable basis. Accordingly, there can be no assurance as to the financial success of any particular release, the timing of such success or the popularity of any particular artist. There can be no assurance that any of the prerecorded music producers, artists or distributors that may use our technology or our sites will be able to generate any significant revenue through such use or, if they do, that such revenue will be sufficient to recoup costs.

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 dependent, in part, on the personal efforts of Thomas Kidrin, our chief executive officer. We do not currently have an employment agreement with Mr. Kidrin, although, we maintain "key-man" insurance on his life in the amount of $1,000,000. 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 management and other personnel would have a material adverse effect on our business and operations.

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

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

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

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

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

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

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

Our future results depend on continued evolution of the Internet.

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

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

The recent downturn in stock prices of Internet companies may continue.

Stock prices of many Internet companies have fallen drastically over the past several months. With this fall, many investors have grown reluctant to invest in Internet companies until this downturn reverses itself. Other investors have lost confidence in the Internet as a money-making medium and have removed their investments in Internet companies. If investors do not regain confidence in the Internet and this downturn does not change, more and more people may become dissatisfied with Internet companies and choose to invest in other more stable areas of commerce.

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.

8

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

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

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

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

In addition, because music materials may be downloaded from our sites and may be subsequently distributed to others, claims could be made against us for "pirating" and copyright or trademark infringement. Claims could also be made against us if material deemed inappropriate for viewing by children is accessed or accessible through our sites. While we carry insurance policies, our insurance may not cover these types of claims or may not be otherwise adequate to 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 33,830,393 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 executive officers, directors and principal shareholders own a significant portion of the outstanding shares of our common stock. Additionally, Steven Chrust, our former chairman of the board, may be issued an additional 6,913,958 shares of our common stock and an aggregate of 2,163,911 additional shares may be issued to various other officers, directors and employees of ours upon conversion of the notes and exercise of the warrants purchased in our private placement in January 2001. Accordingly, these persons, acting together, 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 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 or quoted on the Nasdaq system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information on penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell such securities to persons other than established customers and accredited investors (generally, those persons with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse), the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

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

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

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

9

ITEM 2. DESCRIPTION OF PROPERTIES.

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

ITEM 3. LEGAL PROCEEDINGS.

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

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

None.

PART II

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

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

Year Ended December 31, 2001:		High				Low
3/31/2001	$		0.53		$		0.06
6/30/2001	$		--	(1)	$		--	(1)
9/30/2001	$		--	(1)	$		--	(1)
12/31/2001	$		--	(1)	$		--	(1)
Year Ended December 31, 2000:		High				Low
3/31/2000	$		6.88		$		2.25
6/30/2000	$		6.38		$		1.13
9/30/2000	$		2.13		$		0.69
12/31/2000	$		0.75		$		0.05

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

Holders

As of December 31, 2001, we had 595 shareholders of record, and as of March 4, 2008, we had 610 shareholders of record of our common stock.

Dividends

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

Recent Sales of Unregistered Securities

In January 2001, we consummated a private placement of units, each unit consisting of a $50,000 principal amount 6% convertible promissory note and a warrant to purchase 50,000 shares of our common stock. We sold 37.6 units at a per-unit price of $50,000 for aggregate proceeds of $1,880,000, of which $1,345,000 was paid in cash and $535,000 was paid by converting certain of our outstanding debt and other obligations. If the full amount of notes and warrants sold by us in the private placement are converted and exercised pursuant to their respective terms, we would be required to issue an additional 19,844,644 shares of our common stock.

Steven G. Chrust, our former chairman of the board of directors, purchased 13.1 units in the private placement, of which $255,000 was invested in cash and $400,000 was invested through the conversion of existing outstanding obligations of Worlds.com owed to Mr. Chrust, including $250,000 pursuant to the terms of a convertible negotiable promissory note evidencing Mr. Chrust's prior loan to us on November 8, 2000 ("Chrust Note"). Pursuant to the Chrust Note, we and Mr. Chrust were required to convert all of the unpaid principal amount then due into securities being sold in our next offering grossing net proceeds of at least $500,000. In addition, Mr. Chrust agreed to forfeit warrants to purchase 375,000 shares of the our common stock which were issued to him in connection with the Chrust Note. Other officers, directors and employees of Worlds.com ("Insiders") purchased an additional 4.4 units, of which $205,000 was invested in cash. Of the 19,844,644 shares of common stock issuable upon conversion of the notes and exercise of the warrants, 6,913,958 shares would be issued to Mr. Chrust and an aggregate of 2,163,911 would be issued to the Insiders.

10

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

Forward Looking Statements

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

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

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

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

Overview

General

Worlds.com was a leading 3D entertainment portal which leveraged 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.

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

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

Revenues

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

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

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

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

o   entertainment sites for third parties;

Expenses

We classify our expenses into two broad groups:

o   cost of revenues; and

o   selling, general and administration.

During the year our operations gradually petered out until they became minimal during the latter half of the year.

Liquidity and Capital Resources

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

RESULTS OF OPERATIONS

Our net revenues for each of the fiscal years ended December 31, 2001 and 2000 were $1,461,690 and $1,408,518, respectively.  We entered into a content supply agreement to provide customized websites using our 3D technology. Under the terms of the agreement we received $500,000 upon signing the agreement in 1999, $633,342 during 2000 and $55,547 in 2001. The payments were being amortized over the life of the website or as earned based on the agreement. In March 2001 we learned that the websites under the agreement were being terminated. As a result of this termination, these non-refundable payments have been recognized as revenue in the amount of $834,722 in the period ending March 31, 2001.  Revenue for the twelve months ended December 31, 2001 without this revenue is $626,968.

Management believes that this decrease was due to the deteriorating internet market, which led our customers to stop their internet expansions plans which included our worlds.  This resulted in no significant revenue which created a liquidity problem.  The business is running in a severely diminished mode and may cease to operate due to this lack of liquidity.

11

Fiscal year ended December 31, 2001 compared to fiscal year ended December 31, 2000

Revenue increased by $53,172, to $1,461,690 for the fiscal year ended December 31, 2001 from $1,408,518 in the prior year.  As noted above $834,723 of the increase is due to a customer terminating their agreement with us resulting in revenue from non-refundable payments.  Without this revenue from the terminated contract revenue from operations would have decreased by $781,550 or 55%.  Due to the deteriorating internet market, our customers have stopped their internet expansions plans which included our worlds.   The business is running in a severely diminished mode and may have to cease all operations.  We expect minimal operating results until such time that the market for internet related products rebounds and we can raise additional capital to provide the resources required to generate sales.

Our cost of revenues during the twelve months ended December 31, 2001 and 2000 are primarily comprised of (1) cost of goods sold and (2) selling general and administrative expenses.  Cost of sales on a consolidated basis decreased $501,328, or 66%, to $256,229 for the twelve months ended December 31, 2001, from $757,557 in the twelve months ended December 31, 2000. The primary reason for this decrease was due to our customers canceling their contracts forcing us to severely cut back on operations in 2001.

Selling general and administrative expenses was $3,333,164 for the fiscal year ended December 31, 2001.  For the fiscal year ended December 31, 2000 selling general and administrative expenses was $9,506,606 for a reduction of $6,173,442 or 65%.  Reduction in expenses is due to very limited marketing and advertising in 2001 in contrast to the major marketing campaign we ran in 2000 and because of the collapse of "dot coms" and its impact on companies operating in the internet market we had to severely cut back on all expenses during the year and at times had to halt operations.

Other expenses include interest expense of $902,156 directly attributable to the notes payable, offering expenses of $208,880 relating to the round of financing in the first quarter and a write down on the disposal of inventory of $52,727 due to the cancellation of contracts in the twelve months ended December 31, 2001.  Interest expense in the twelve months ended December 31, 2000 was $149,237.  Other income includes interest income of $6,061 for the twelve months ended December 31, 2001 compared to $84,973 for the twelve months ended December 31, 2000.

As a result of the foregoing we incurred a net loss of $3,285,405 for the fiscal year ended December 31, 2001, compared to a loss of $8,919,909 in the fiscal year ended December 31, 2001.

Liquidity and Capital Resources

Our financial and liquidity position remained weak as exhibited by our cash, cash equivalents, short-term marketable securities and marketable equity securities of $5,888 at December 31, 2001.  Cash, cash equivalents, short-term marketable securities and equity securities was $38,101 at December 31, 2000.  This decrease of $32,213 was the net result of cash used in operating activities.  The cash flows used in investing activities were $90,404 due primarily to the addition to software development costs. The cash flows from financing activities were $1,250,000 attributable to proceeds from sale of convertible notes. As explained above, our significantly decreased loss is not the result of major cost savings or operating efficiencies, but rather is directly attributable to our significantly reduced operations.

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

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

12

ITEM 7. FINANCIAL STATEMENTS.

Bongiovanni & Associates, PA

Certified Public Accountants

CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	14
BALANCE SHEET	17
STATEMENTS OF OPERATIONS	18
STATEMENTS OF CASH FLOWS	19
STATEMENT OF STOCKHOLDERS’ DEFICIT	20
NOTES TO FINANCIAL STATEMENTS	21-22

13

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors

Worlds.com Inc.

We have audited the accompanying balance sheet of Worlds.com Inc. (the "Company") as of December 31, 2000, and the related statements of operations, stockholders' equity (deficit) and cash flows for the year ended December 31, 2000. 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 auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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. at December 31, 2000, and the results of it operations and its cash flows for the year ended December 31, 2000, in conformity with accounting principles generally accepted

in the United States of America.

As more fully discussed in Note 2, the accompanying financial statements have been prepared assuming Worlds.com Inc. will continue as a going concern. The Company was in the development stage during 1999, has incurred significant losses since its inception, has had minimal revenues from operations, has an

accumulated deficit, a working capital deficiency, a significant customer recently terminated its content supply agreement and the Company will require substantial additional funds for development and marketing of its products.

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

/s/ Grant Thornton LLP

GRANT THORNTON LLP

New York, New York

March 30, 2001

14

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, 2001 and related statements of operations, stockholders’ deficit, and cash flows for the year ending December 31, 2001. 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, 2001 and the results of its operations and its cash flows for year ended December 31, 2001 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

January 10, 2008

15

Worlds.com, Inc. Balance Sheets As of December 31, 2001
Current Assets
Cash and cash equivalents	5,888
Accounts recievable
Prepaid Expenses
Inventory
Total Current Assets	5,888
Property, equipment software dev net of
accumulated depreciation	-
TOTAL ASSETS	5,888
Current Liabilities
Accounts payable	1,145,796
Accrued expenses	679,414
Deferred Revenue	698,887
Current maturities notes payable	2,181,212
Total Current Liabilities	4,705,308
Stockholders Equity (Deficit)
Common stock	33,824
Additional Paid in Capital	20,146,723
Accumulated Deficit	(24,879,967)
Total stockholders deficit	(4,699,420)
Total Liabilities and stockholders deficit	5,888
The accompanying notes are an integral part of these financial statements.

16

Words.com, Inc. Statements of Operations For the years ended December 31, 2001 and 2000
	2001			2000
Revenues
Revenue		626,968			1,408,518
Revenue from terminated contracts		834,722			-
Total		1,461,690			1,408,518
Cost and Expenses
Cost of Revenue		256,229			829,554
Selling General & Admin		3,333,163			9,434,609
Operating loss		(2,127,702	)		(8,855,645	)
Other Income Expense
Interest Income		6,061			84,973
Interest Expense		902,156			149,237
Offering Expense		208,880			-
Loss on disposal		52,727			-
Net Loss		(3,285,405	)		(8,919,909	)
The accompanying notes are an integral part of these financial statements.

17

Words.com, Inc Statements of Cash Flows For the years ended December 31, 2001 and 2000
	2001			2000
Cash flows from operating activities
Net Income/(loss)		(3,285,405	)		(8,919,909	)
Adjustments to reconcile net loss to net cash used
in operating activities
Depreciation and amortization		1,381,826			1,484,519
Accretion of deferred revenue		(774,639	)		(437,184	)
Inventory and intangible asset valuation
allowance		-			459,866
Bad debts allowance		-			60,000
Consulting expense related to the
issuance of stock options		165,000			197,695
Interest expense on beneficial conversion
feature in private placement		746,381			-
Issuance of shares for inventory		-			68,000
Placement fee and bonus expense paid
with convertible notes		95,000			-
Changes in operating assets and liabilities
Accounts receivable		205,346			(88,131	)
Prepaid expenses and other current assets		290,238			(176,942	)
Inventories		136,705			(15,194	)
Other assets		-			(66,014	)
accounts payable and accrued expenses		(154,648	)		1,457,673
Deferred revenue		-			778,760
Net cash used in operating activities		(1,194,197	)		(5,196,861	)
Cash flows from investing activities
Acquisition of property and equipment		-			(112,155	)
Addition to software development costs		(90,404	)		(568,521	)
Net cash used in investing activities		(90,404	)		(680,676	)
Cash flows from financing activities
Proceeds from sale of convertible notes		1,250,000			-
Proceeds from sale of common stock in
private offering memorandium		-			3,708,958
Proceeds from exercise of options -					135,500
Proceeds from note payable		-			250,000
Net Cash provided from financing activities		1,250,000			4,094,458
Net increase(decrease) in cash		(34,601	)		(1,783,079	)
Cash beginning of period		40,489			1,821,180
Cash end of period		5,888			38,101
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.

18

Worlds.com, Inc. Statement of Stockholders' Equity Period from January 1, 2000 to December 31, 2001
					Total
			Additional		stockholders'
	Common stock	Common stock	Paid-in	Accumulated	equity
	Shares	Amount	capital	Deficit	(deficit)
Balances, January 1, 2000	17,738,531	$         17,738	$    13,634,725	$ (12,674,652)	$         977,811
Exercise of stock options	215,000	215	135,285		135,500
Sale of shares in private placement, net	976,597	977	3,242,981		3,243,958
Issuance of stock options for consulting and advertising			138,231		138,231
Sale of shares in private placement, net	142,049	142	464,858		465,000
Issuance of shares for inventory	32,000	32	67,968		68,000
Adjustment to capitalize software for options			(200,000)		(200,000)
Issuance of shares for content supply agreement	100,000	100	143,650		143,750
Issuance of stock options for consulting services			34,464		34,464
Issuance of stock options for consulting services			25,000		25,000
Net loss for the year ended December 31, 2001				(8,919,909)	(8,919,909)
Balances, December 31, 2000	19,204,177	$         19,204	$    17,687,162	$ (21,594,561)	$      (3,888,195)
Issuance of warrants in private placement
(January 2001)			206,800		206,800
Beneficial conversion feature relating
to issuance of convertible debt and
warrants in private placement (January 2001)			572,381		572,381
Issuance of shares for convertible notes
(January and February 2001)	14,620,164	14,620	1,515,380		1,530,000
Issuance of options for consulting
services (February 2001)			165,000		165,000
Net loss for the year ended December 31, 2001				(3,285,405)	(3,285,405)
Balances, December 31, 2001	33,824,341	$         33,824	$    20,146,723	$ (24,879,966)	$      (4,699,419)
The accompanying notes are an integral part of these financial statements.

19

Worlds.com Inc.

NOTES TO FINANCIAL STATEMENTS

Year Ended December 31, 2001

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 severely diminish operations and at times halting them entirely. These factors raise substantial doubt about the Company's ability to continue as a going concern.  The Company has been operating at a significantly reduced capacity with no full time employees performing primarily consulting services and licensing software using consultants to perform any work that may be required.

Use of Estimates

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

Cash and Cash Equivalents

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

Income Recognition

The Company has the following sources of revenue: (1) consulting/licensing revenue from the performance of development work performed on behalf of the Company or from the sale of certain software to third parties; (2) VIP subscriptions to our Worlds Ultimate 3-D Chat service. Deferred revenue represents cash payments received in advance to be recorded as licensing revenue as earned.

Income Taxes

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

Commitments and Contingencies

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

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.

20

Worlds.com Inc.

NOTES TO FINANCIAL STATEMENTS

Year Ended December 31, 2001

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception, the Company has had minimal revenues from operations. There can be no assurance that the Company will be able to obtain the substantial additional capital resources necessary to pursue its business plan or that any assumptions relating to its business plan will prove to be accurate. The Company is pursuing sources of additional financing and there can be no assurance that any such financing will be available to the Company on commercially reasonable terms, or at all. Any inability to obtain additional financing will have a material adverse effect on the Company, including possibly requiring the Company to significantly curtail or cease operations.

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

NOTE 3 – DEFERRED REVENUE

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

NOTE 4 - REVENUE FROM TERMINATED CONTRACT

The Company entered into a content supply agreement to provide customized websites using the Company's 3D technology. Under the terms of the agreement the Company received $500,000 upon signing the agreement in 1999, $633,342 during 2000 and $55,547 in 2001. The payments were being amortized over the life of the website or as earned based on the agreement. In March 2001 the Company learned that the websites under the agreement were being terminated. As a result of this termination, these non-refundable payments have been recognized as revenue in the amount of $834,722 in the period ending December 31, 2001.

NOTE 5 - NOTES PAYABLE

Short-term debt at December 31, 2001 consists of the following:

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

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

21

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

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

Item 8A. Controls and Procedures.

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

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

The Certifying Officers have also concluded, based on our evaluation of our controls and procedures that as of December 31, 2001, our internal controls over financial reporting are effective and provide a reasonable assurance of achieving their objective.  This conclusion is based upon the fact that we are currently able to prepare this Report based upon records that that had been gathered and stored over the intervening years.  The fact that we have not timely filed any Reports for many years is due to a lack of financial resources and not our controls and procedures.

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

22

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

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

Name	Age	Position
Thomas Kidrin	49	President, Chief Executive Officer, Secretary, Treasurer, Director
Christopher J. Ryan	47	Vice President- Finance, Principal accounting and finance officer

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

Family Relationships.

None.

Legal Proceedings.

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

Audit Committee

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

Code of Ethics

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

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

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

* Compliance with applicable governmental laws, rules and regulations

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

* Accountability for adherence to the code

23

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 2001. We believe that all of these filing requirements were satisfied by its executive officers, directors and by the beneficial owners of more than 10% of our common stock. In making this statement, we have relied solely on copies of any reporting forms received by us, and upon any written representations received from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership) was required to be filed under applicable rules of the Commission.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth the compensation paid by us during the fiscal periods ending December 31, 1999, 2000 and 2001, to our chief executive officer and to our other most highly compensated executive officers whose compensation exceeded $100,000 for those fiscal periods.

SUMMARY COMPENSATION TABLE (1)(2)
Name and principal position (a)	Year (b)	Salary ($) (c)		Bonus ($) (d)		Stock Awards ($) (e)		Option Awards ($) (f)		Securities Underlying Options ($) (g)			All Other Compensation ($) (i)		Total ($) (j)
Thomas Kidrin President and Chief Executive Officer	2001		40,000		0		0		0		0			0		40,000
	2000		175,000		0		0		0		270,000	(3)		0		445,000
	1999		176,000		0		0		0		0			0		176,000

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

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

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

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

Employment Agreements

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

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

1997 Stock Option Plan and Other Options

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

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

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

24

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

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

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

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

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

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

In June and August 1999, we consummated two tranches of a private placement, selling an aggregate of 59 units. Each unit cost $60,000 and consisted of 15,000 shares of common stock and warrants to purchase 7,500 shares of common stock at an exercise price of $5.00 per share. Mr. Chrust purchased two units in this private placement.

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

25

PART IV

Item 13. Exhibits.

(a)   Financial Statements

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

Independent Auditors’ Report…………………………………………….……    15

Balance Sheet-December 31, 2001……………………………………………16

Statements of Operations - for years ended December 31, 2001 and 2000..….17

Statements of Cash Flows - for years ended December 31, 2001 and 2000..…18

Statements of Stockholders’ Equity - for years ended

December 31, 2001 and 2000…………………………………………….……19

Notes to Financial Statements…………………...…………………………….20-21

2. Exhibits

3.1            Certificate of Incorporation (a)

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

3.2            By-Laws - Restated as Amended (c)

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

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

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

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

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 Registration Statement on Form S-8 (File No. 333-89937), and incorporated herein by reference.

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

** Filed herewith

(b)   Reports on Form 8-K

None.

26

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, Grant Thornton LLP, ("Thornton") for our audit of the annual financial statements for the year ended December 31, 2000. We have changed our independent auditor to Bongiovanni & Associates, P.A. (“Bongiovanni”) for our audit of the annual financial statements for the year ended December 31, 2001. Bongiovanni was retained as our auditor in 2007. Audit fees and other fees of auditors are listed as follows:

Year Ended December 31	2001			2001			2000
	Bongiovanni			Thornton			Thornton
Audit Fees (1)	$	12,200	(3)	$	82,196	(2)	$	72,393	(2)
Audit-Related Fees (4)		--			--			--
Tax Fees (5)		--			--			--
All Other Fees (6)		--			--			--
Total Accounting Fees and Services	$	12,200		$	82,196		$	72,393

(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 Thornton in 2000 relate to services in connection with consents and assistance with and review of documents filed with the Securities and Exchange Commission.

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

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

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

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

Pre-Approval Policy For Audit and Non-Audit Services

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

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

(a) On December 31, 2001, our Chief Executive Officer and Principal Financial Officer made an evaluation of our disclosure controls and procedures. In our opinion, the disclosure controls and procedures are adequate because the systems of controls and procedures are designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows for the respective periods being presented. Moreover, the evaluation did not reveal any significant deficiencies or material weaknesses in our disclosure controls and procedures.

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

27

SIGNATURES

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

Dated: March 4, 2008                                                                            WORLDS.COM, INC.

(Registrant)

By:      /s/ Thomas Kidrin

Name: Thomas Kidrin

Title:   President and Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signatures                                      Title                                                                      Date

/s/ Thomas Kidrin                            President, Chief Executive Officer                          March 4, 2008

Thomas Kidrin                                 and Director

/s/ Christopher J. Ryan                     Vice President - Finance and                                  March 4, 2008

Christopher J. Ryan                         Principal Accounting and               

                                                      Financial Officer

/s/ Bernard Stolar                            Director                                                                 March 4, 2008

Bernard Stolar

/s/ Jay Coleman                               Director                                                                March 4, 2008

Jay Coleman

/s/ Robert Fireman                           Director                                                                March 4, 2008

Robert Fireman

EX-14.1

Exhibit 14.1

CODE OF ETHICS

OF

WORLDS.COM INC.

I.Objectives

Worlds.com, Inc. (the “Company”) is committed to the highest level of ethical behavior. Our business success depends upon the reputation of the Company and its directors, officer and employees to perform with the highest level of integrity and principled business conduct.

This Code of Ethics (“Code”) applies to all of our directors, officers and employees, including our principal executive officer and principal financial officer, (collectively, the “Covered Persons”). This Code is designed to deter wrongdoing and to promote all of 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 submits to, the Securities and Exchange Commission (the "Commission"), and in other public communications made by us;

·   compliance with applicable governmental laws, rules and regulations;

·   the prompt internal reporting to an appropriate person or persons identified herein for receiving violations of this Code

·   accountability for adherence to this Code.

Each Covered Person must conduct himself or herself in accordance with this Code, and must seek to avoid even the appearance of improper behavior.

This Code is not intended to cover every applicable law, or to provide answers to all questions that might arise; for such, we rely on each person’s sense of what is right, including a sense of when it is appropriate to seek guidance from others on an appropriate course of conduct.

II.Honest And Ethical Conduct

Each Covered Person must always conduct himself or herself in an honest and ethical manner. Each Covered Person must act with the highest standards of personal and professional integrity and must not tolerate others who attempt to deceive or evade responsibility for actions. Honest and ethical conduct must be a driving force in every decision made by a Covered Person while performing his or her duties for us. When in doubt as to whether an action is honest and ethical, each Covered Person shall seek advice from his or her immediate supervisor or senior management, as appropriate.

III.Conflicts Of Interest

The term “conflict of interest” refers to any circumstance that would cast doubt on a Covered Person’s ability to act objectively when representing our interest. Covered Persons should not use their position or association with us for their own or their family’s personal gain, and should avoid situations in which their personal interests (or those of their family) conflict or overlap, or appear to conflict or overlap, with our best interests.

The following are examples of activities that give rise to a conflict of interest. These examples do not in any way limit the general scope of our policy regarding conflicts of interest.

·   Where a Covered Person’s association with (or financial interest in) another person or entity would reasonably be expected to interfere with the Covered Person's independent judgment in our best interest, that association or financial interest creates a conflict of interest.

·   The holding of a financial interest by a Covered Person in any present or potential competitor, customer, supplier, or contractor of us create a conflict of interest, except where the business or enterprise in which the Covered Person holds a financial interest is publicly owned, and the financial interest of the Covered Person in such public entity constitutes less than one percent (1%) of the ownership of that business or enterprise.

·   The acceptance by a Covered Person of a membership on the board of directors, or serving as a consultant or advisor to any board or any management, of a business that is our present or potential competitor, customer, supplier, or contractor, creates a conflict of interest, unless such relationship is pre-approved in writing by our principal executive officer.

·   Engaging in any transaction involving us, from which the Covered Person can benefit financially or otherwise, apart from the usual compensation received in the ordinary course of business, creates a conflict of interest. Such transactions include lending or borrowing money, guaranteeing debts, or accepting gifts, entertainment, or favors from a present or potential competitor, customer, supplier, or contractor of us.

·   The use or disclosure of any unpublished information regarding us, obtained by a Covered Person in connection with his or her employment for personal benefit, creates a conflict of interest.

It is our policy and it is expected that all Covered Persons should endeavor to avoid all situations that present an actual or apparent conflict of interest. All actual or apparent conflicts of interest must be handled honestly and ethically. If a Covered Person suspects that he or she may have a conflict of interest, that Covered Person is required to report the situation to, and to seek guidance from, his or her immediate supervisor or senior management, as appropriate. For purposes of this Code, directors, the principal executive officer, and the principal financial officer shall report any such conflict or potential conflict situations to the chairman of the audit committee, if one be created, and in the absence of an audit committee, to chairman of the board of directors. Our officers (other than the principal executive officer and principal financial officer) and employees shall report any such situations to their immediate supervisor. It is the responsibility of the audit committee chairman or the chairman of the board, as applicable, to determine if a conflict of interest exists or whether such situation is likely to impair the Covered Persons ability to perform his or her assigned duties with us, and if such situation is determined to present a conflict, to determine the necessary resolution.

Loans are expressly prohibited from us to all directors and executive officers.

IV.Compliance With Applicable Laws, Rules And Regulations

Full compliance with letter and the spirit of all applicable governmental laws, rules and regulations, and applicable rules and listing standards of any national securities exchange on which our securities may be listed, is one of the foundations on which this Company’s ethical policies are built. All of our directors and executive officers must understand and take responsibility for our compliance with the applicable governmental laws, rules and regulations of the cities, states and countries in which we operate, and for complying with the applicable rules and listing standards of any national securities exchange on which our securities may be listed.

V.Rules To Promote Full, Fair, Accurate, Timely and Understandable Disclosure

As a public company, hawse have a responsibility to report financial information to security holders so that they are provided with accurate information in all material respects about our financial condition and results of operations. It is our policy to fully and fairly disclose our financial condition in compliance with applicable accounting principles, laws, rules and regulations. Further, it is our policy to promote full, fair, accurate, timely and understandable disclosure in all Company reports required to be filed with or submitted to the Commission, as required by applicable laws, rules and regulations then in effect, and in other public communications made by us.

Covered Persons may be called upon to provide or prepare necessary information to ensure that the Company’s public reports are complete, fair and understandable. We expect Covered Persons to take this responsibility seriously and to provide accurate information related to our public disclosure requirements.

All of our books and records shall fully and fairly reflect all of our transactions in accordance with accounting principles generally accepted in the United States of America, and any other financial reporting or accounting regulations to which the Company is subject. No entries to our books and records shall be made or omitted to intentionally conceal or disguise the true nature of any transaction. Covered Persons shall maintain all of our books and records in accordance with our established disclosure controls and procedures and internal controls for financial reporting, as such controls may be amended from time to time.

All Covered Persons must report any questionable accounting or auditing matters that may come to their attention. This applies to all operating reports or records prepared for internal or external purposes, such as sales or backlog information. If any Covered Person has concerns or complaints regarding our questionable accounting or auditing matters, Covered Person shall report such matters to his or her immediate supervisor. If the immediate supervisor is involved in the questionable accounting or auditing matter, or does not timely resolve the Covered Person’s concern, the Covered Person should submit their concerns to the principal executive officer or the principal financial officer. If the principal executive officer and the principal financial officer are involved in the questionable accounting or auditing matter, or do not timely resolve the Covered Person's concerns, the Covered person should submit his or her concern directly to the audit committee, if one be established, or to the board of directors in the absence of a designated audit committee. The reporting of any such matters may be done on a confidential basis, at the election of the Covered Person making the report.

VI.Corporate Opportunities

Directors and employees are prohibited from taking for themselves opportunities that are discovered through the use of our property, information or position, or using our property, information or position for personal gain. Directors and employees have a duty to us to advance its legitimate interest when the opportunity to do so arises.

VII.Confidentiality

Directors and employees must maintain the confidentiality of non-public, proprietary information regarding us, our customers or its suppliers, and shall use that information only to further the business interests of us, except where disclosure or other use is authorized by us or legally mandated. This includes information disseminated to employees in an effort to keep them informed or in connection with their work activities, but with the instruction, confidential labeling, or reasonable expectation that the information be kept confidential.

VIII.Trading on Inside Information

Inside information includes any non-public information, whether favorable or unfavorable, that investors generally consider important in making investment decisions. Examples including financial results not yet released, imminent regulatory approval/disapproval of an alliance or other significant matter such as the purchase or sale of a business unit or significant assets, threatened litigation, or other significant facts about a business. No information obtained as the result of employment at, or a director’s service on the Board of, us may be used for personal profit or as the basis for a “tip” to others, unless such information is first made generally available to the public.

IX.Protection and Proper Use of Our Assets

Directors and employees should protect our assets and ensure their efficient use. Theft, carelessness and waste have an adverse impact on us and our profitability. Our assets may only be used for legitimate business purposes.

X.Intellectual Property

We expend a great deal of time, effort and money to protect our intellectual property. We are sensitive to issues regarding the improper use of our intellectual property and avoiding the improper use of intellectual property of others, including but not limited to copyrights, trademarks, trade secrets and patents. In fulfillment of our legal obligations with respect to intellectual property rights, we adhere to copyright laws, including the application of those laws to copyrighted work in print, video, music, computer software or other electronic formats. Employees must not make any unauthorized reproduction of any copyrighted work.

XI.Reporting Violations of the Code 

Any Covered Person who becomes aware of any violation of this Code must promptly bring the violation to the attention of the appropriate party as follows: directors, our principal executive officer and the principal financial officer shall report on a confidential basis any violations to the chairman of the audit committee, if one be created, and in the absence of an audit committee, to our chairman of the board of directors; Our executive officers and employees shall report any violations to our principal executive officer or principal financial officer..

XII.Compliance with the Code

All issues of non-compliance with this Code will be reviewed and evaluated according to the circumstances and severity of the problem. Senior management will take such actions as it deems appropriate, which can include disciplinary action up to and including termination of employment, legal action, and other measures.

XIII.Waiver of the Code

Any waiver of this Code may be made only by the independent directors on the board of directors, or by an authorized committee of the board of directors comprised solely of independent directors, and will be disclosed as required by law, Commission regulations, or the rules and listing standards of any national securities exchange on which our securities may be listed.

EX-31.1

EXHIBIT 31.1                                            Certifications

I, Thomas Kidrin, Chief Executive Officer certify that:

1. I have reviewed this annual report on Form 10-KSB of Worlds.com, Inc.

2. Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(c) and 15d-(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidates subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the Registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal period that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls (all of which do not apply); and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls, (all of which do not apply); and

Date: March 4, 2008

/s/ Thomas Kidrin

Thomas Kidrin

EX-31.2

EXHIBIT 31.2                                            Certifications

I, Christopher J. Ryan, Principal Accounting and Financial Officer certify that:

1. I have reviewed this annual report on Form 10-KSB of Worlds.com, Inc.

2. Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(c) and 15d-(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidates subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the Registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal period that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls (all of which do not apply); and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls, (all of which do not apply); and

Date: March 4, 2008

/s/ Christopher J. Ryan

Christopher J. Ryan

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Worlds.com, Inc. (the "Company") on Form 10-KSB for the year ended December 31, 2001 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas Kidrin, our Chief Executive Officer, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, our financial condition and result of operations.

	WORLDS.COM, INC. (Registrant)
Date: March 4, 2008	By:	/s/ Thomas Kidrin
		Thomas Kidrin Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Worlds.com, Inc. (the "Company") on Form 10-KSB for the year ended December 31, 2001 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher J. Ryan, our Principal Accounting and Financial Officer, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, our financial condition and result of operations.

	WORLDS.COM, INC. (Registrant)
Date: March 4, 2008	By:	/s/ Christopher J. Ryan
		Christopher J. Ryan Principal Accounting and Financial Officer