10QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934:

For the Quarterly Period ended June 30, 2004

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from __________________ to __________________

Commission File number 0-24115

WORLDS.COM, INC.

(not affiliated with Worldcom, Inc.)

(Exact name of registrant as specified in its charter)

                                                 New Jersey                                                                                                       22-1848316

                                       -------------------------------                                                                                      -----------------------

                                     (State or other jurisdiction of                                                                                 (I.R.S. Employer ID No.)

                                      incorporation or organization)

11 Royal Road, Brookline, MA 02445

 (Address of principal executive offices)

(617) 725-8900

 (Issuer's telephone number)

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

As of June 30, 2004, 33,830,393 shares of the Issuer's Common Stock were outstanding.

As of March 4, 2008, 49,830,393 shares of the Issuer's Common Stock were outstanding.

Transitional Small Business Disclosure Format (check one): Yes [  ] No [X]

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

1

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

	Page
Condensed  Balance Sheets as of June 30, 2004	3
Condensed  Statements of Operations for the three and six months ended June 30, 2004 and 2003	4
Condensed Statements of Cash Flows for the six months ended June 30, 2004 and 2003	5
Notes to Financial Statements	6-9

2

Worlds.com, Inc. Balance Sheets (Unaudited) As of June 30, 2004
Current Assets
Cash and cash equivalents	$	3,349
Accounts recievable		-
Prepaid Expenses		-
Inventory		-
Total Current Assets		3,349
Property, equipment software dev  net of
accumulated depreciation		-
TOTAL ASSETS		3,349
Current Liabilities
Accounts payable		1,145,704
Accrued expenses		1,012,217
Deferred Revenue		631,950
Current maturities notes payable		2,238,745
Total Current Liabilities		5,028,617
Stockholders Equity (Deficit)
Common stock		33,824
Additional Paid in Capital		20,146,723
Accumulated Deficit		(25,205,813	)
Total stockholders deficit	$	(5,025,267	)
Total Liabilities and stockholders deficit	$	3,349
The accompanying notes are an integral part of these financial statements.

3

Worlds.com, Inc. Statements of Operations (Unaudited) For the three and six months ended June 30, 2004 and 2003
		Six months ended June 30,						Three months ended June 30,
		2004			2003			2004			2003
Revenues
	Revenue	$	71,912		$	10,239		$	31,343		$	10,239
Total			71,912			10,239			31,343			10,239
Cost and Expenses
	Cost of Revenue		69,596			22,831			-			11,750
	Selling General & Admin		8,899			2,298			42,292			-
	Operating income (loss)		(6,583	)		(14,890	)		(10,949	)		(1,511	)
Other Income Expense
	Interest Income		-			-			-			-
	Interest Expense		76,922			76,922			38,461			38,461
	Offering Expense		-			-			-			-
Net Loss		$	(83,505	)	$	(91,812	)	$	(49,410	)	$	(39,972	)
The accompanying notes are an integral part of these financial statements.

4

Worlds.com, Inc.  Statements of Cash Flows (Unaudited) For the six months ended June 30, 2004 and 2003
	2004			2003
Cash flows from operating activities
Net Income/(loss)	$	(83,505	)	$	(91,812	)
Adjustments to reconcile net loss to net cash used
in operating activities		-			-
Dep & amort		-			-
Accretion of deferred revenue		-			-
Accounts receivable
Prepaid expenses and other current assets
inventories		-			-
accounts payable and accrued expenses		76,922			76,922
Loan		7,500			6,000
Net cash used in operating activities		917			(8,890	)
Cash flows from investing activities
		-			-
Net cash used in investing activities		-			-
Cash flows from financing activities
Net cash provided from investing activities		-			-
Net increase(decrease) in cash		917			(8,890	)
Cash beginning of period		2,432			12,750
Cash end of period		3,349			3,860
Supplemental disclosure of cash flow information:
Interest		-			-
Income taxes		-			-
The accompanying notes are an integral part of these financial statements.

5

Worlds.com, Inc.

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2004

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 and performing primarily consulting services and licensing software using consultants to perform any work that may be required.

Use of Estimates

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

Cash and Cash Equivalents

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

Property and Equipment

There is no property or equipment owned by the Company as of June 30, 2004.

Income Recognition

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

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

Income Taxes

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

6

Worlds.com, Inc.

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2004

Impairment of Long Lived Assets

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

NOTE 2 - GOING CONCERN

Since mid 2001 the Company has had to significantly curtail and essentially cease operations due to lack of resources. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception, the Company has had minimal revenues from operations. There can be no assurance that the Company will be able to obtain the substantial additional capital resources necessary to pursue its business plan or that any assumptions relating to its business plan will prove to be accurate. The Company is pursuing sources of additional financing and there can be no assurance that any such financing will be available to the Company on commercially reasonable terms, or at all. Any inability to obtain additional financing will have a material adverse effect on the Company, including possibly requiring the Company to permanently cease operations.

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

Note 3 – Deferred Revenue

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

NOTE 4 - NOTES PAYABLE 

Short-term debt at June 30, 2004 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.

NOTE 5- COMMITMENT AND CONTINGENCIES

During 2003, a law firm obtained a judgment against the company for unpaid legal fees and other debt in the aggregate amount of $182,075.24, and a reserve has been recorded on the balance sheet for this liability.

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 June 30, 2004 the Company recorded a reserve of $205,000 for this lawsuit, which is included in accrued expenses in the accompanying balance sheet.

7

Item 2. Management's Discussions and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

When used in this form 10-QSB 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 1, as well as with the audited financial statements and related notes and risk factors included in out Annual Report on Form 10-KSB for the most recently completed fiscal year.

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

Overview

General

Worlds.com is a leading 3D entertainment portal which leveraged 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 essentially curtail our operations in order to remain alive.

Revenues

We generated very little or no revenue during the quarter as we have significantly curtailed operations since mid 2001.  The revenue that was generated since that time 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; and/or

  o        development, licensing and operation of 3D chat andentertainment 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 quarter, our operations were minimal.

Liquidity and Capital Resources

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

 RESULTS OF OPERATIONS

Our net revenues for each of the six months ended June 30, 2004 and 2003 were $71,912 and $10,239, respectively.  Management believes that this increase was due to a software development project but that the amount of business from dramatically reduced operations is inconsequential.

8

Six months ended June 30, 2004 compared to six months ended June 30, 2003

Revenue increased by $61,673, to $71,912 for the six months ended June 30, 2004 from $10,239 in the prior year.  The business has been running in a severely diminished mode due to the lack of liquidity.  We expect minimal operating results until such time, if ever,  that we can raise additional capital to provide the resources required to generate sales.

Our cost of revenues during the six months ended June 30, 2004 and 2003 are primarily comprised of (1) cost of goods sold - 89% and 100%, respectively, and (2) selling general and administrative expenses - 11% and 0%, respectively.  Cost of sales on a consolidated basis increased $44,467, or 177%, to $69,596 for the six months ended June 30, 2004, from $25,129 in the six months ended June 30, 2003.  One reason for this increase was the software development project which required additional resources in 2004 compared to the six months ended June 30, 2003.

Selling general and administrative expenses increased by approximately $8,899, from $0 to approximately $8,899 for the six months ended June 30, 2003 and 2004, respectively.  The balances are so low that any change is irrelevant to the operations of the Company.

Other expenses include interest expense of $76,922 directly attributable to the notes payable in the six months ended June 30, 2004.  Interest expense in the six months ended June 30, 2003 was also $76,922.

As a result of the foregoing we incurred a net loss of $83,505 for the six months ended June 30, 2004 compared to a loss of $91,812 in the six months ended June 30, 2003.  

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 $3,349 at June 30, 2004.  Cash, cash equivalents, short-term marketable securities and equity securities were $3,860 at June 30, 2003.  This decrease of $511 was the net result of cash used in operating activities.  There were no capital expenditures and no financing activities.

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

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

Item 3. Controls And Procedures

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

 During the first quarter of 2008, our Certifying Officers evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. 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.

9

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

  None. 

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3.  Defaults Upon Senior Securities.

During the quarter covered by this Report, we defaulted on $2,178,488 payment of principal and $577,524 of interest with respect to outstanding promissory notes.  As of the date of the filing of this report we have $759,872 outstanding in arrearages.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

 31.1 Certification of Chief Executive Officer

 31.2 Certification of Chief Financial Officer

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

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

(b) Reports on Form 8-K

None.

10

SIGNATURES

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

Date: March 4, 2008

WORLDS.COM, INC.

           By: /s/ Thomas Kidrin

                 Thomas Kidrin

                 President, CEO and Treasurer

          By:  /s/ Christopher Ryan

                 Christopher Ryan

                 Chief Financial Officer and

                 Principal Accounting Officer

11

INDEX TO EXHIBITS

Exhibit No.	Description
31.1	Certification of Chief Executive Officer
31.2	Certification of Chief Financial Officer
32.1	Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

EX-31.1

EXHIBIT 31.1                                            Certifications

I, Thomas Kidrin, Chief Executive Officer of Worlds.com, Inc. certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Worlds.com, Inc. (the "Company")

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 quarterly report;

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

4. The Company'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 Company 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 Company, 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 Company'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 Company's internal control over financial reporting that occurred during the Company's most recent fiscal period that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of Company'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 Company's ability to record, process, summarize and report financial data and have identified for the Company'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 Company's internal controls, (all of which do not apply).

Date: March 4, 2008

/s/ Thomas Kidrin

Thomas Kidrin

EX-32.2

EXHIBIT 31.2                                            Certifications

I, Christopher Ryan, Chief Financial Officer of Worlds.com, Inc. certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Worlds.com, Inc. (the "Company")

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 quarterly report;

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

4. The Company'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 Company 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 Company, 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 Company'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 Company's internal control over financial reporting that occurred during the Company's most recent fiscal period that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of Company'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 Company's ability to record, process, summarize and report financial data and have identified for the Company'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 Company's internal controls, (all of which do not apply).

Date: March 4, 2008

/s/ Christopher Ryan

Christopher Ryan

EX-32.1

EXHIBIT 32.1

STATEMENT REQUIRED BY 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-QSB of Worlds.com, Inc. (the "Company") for the three months and six months ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas Kidrin, Chief Executive Officer of the Company, certify that:

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

* information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas Kidrin

Thomas Kidrin

Chief Executive Officer

Date: March 4, 2008

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

EXHIBIT 32.2

STATEMENT REQUIRED BY 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-QSB of Worlds.com, Inc. (the "Company") for the three months and six months ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher Ryan, Chief Financial Officer of the Company, certify that:

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

* information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Christopher Ryan

Christopher Ryan

Chief Financial Officer

Date: March 4, 2008

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.