UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period ended September 30, 2008

( ) 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

 (Registrant  telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]                                                                           Accelerated filer   [ ]

Non-accelerated filer  [ ]                                                                           Smaller Reporting Company [X]

(Do not check if a smaller reporting company)

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

As of November 14, 2008, 52,387,749 shares of the Issuer's Common Stock were outstanding.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

    The discussion contained in this 10-Q under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer's 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," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussions under "Notes to Consolidated Financial Statements" and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-Q. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-Q 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.

INDEX TO FORM 10-Q
	Page No.
PART I
Item 1.  Consolidated Financial Statements	3
Item 2.  Management's Discussion and Analysis of Financial Condition And Results of Operations	8
Item 3.  Quantitative and Qualitative Disclosures on Market Risk	9
Item 4T. Controls and Procedures	9
PART II
Item 1.  Legal Proceedings	10
Item 1A. Risk Factors	10
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.  Defaults Upon Senior Securities	10
Item 4.  Submission of Matters to a Vote of Security Holders	10
Item 5.  Other Information	10
Item 6.  Exhibits and Reports on Form 8-K	10

2

ITEM 1. CONSOLIDATED FINANCIALS

INDEX TOWORLDS.COM INC. CONSOLIDATED FINANCIAL STATEMENTS

WORLDS.COM INC.                                                                                                                                   PAGE

Consolidated Balance Sheet                                                                                                                                4

Consolidated Statement of Operations                                                                                                                  5

Consolidated Statement of Cash Flows                                                                                                                 6

Notes to Consolidated Financial Statements                                                                                                          7

3

WORLDS.COM INC.

CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2008 (UNAUDITED)

Cash and cash equivalents	110,595
Certificate of Deposit	250,000
Prepaid Expense	1,476
Total Current Assets	362,071
Property, equipment software dev  net of
accumulated depreciation	10,062
TOTAL ASSETS	372,133
Current Liabilities
Accounts payable	108,590
Accrued expenses	245,000
Deferred Revenue	631,950
Total Current Liabilities	985,540
Stockholders Equity (Deficit)
Common stock	50,540
Common stock Subscribed but not yet issues	481,000
Additional Paid in Capital	21,263,052
Accumulated Deficit	(22,408,000	)
Total stockholders deficit	(613,408	)
Total Liabilities and stockholders deficit	372,133

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

4

WORLDS.COM INC.

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 and 2007 (UNAUDITED)

	Nine months ended September 30,						Three months ended September 30,
	2008			2007			2008			2007
Revenues
Revenue	$	92,141		$	3,980		$	266		$	956
Total Revenues		92,141			3,980			266			956
Cost and Expenses
Cost of Revenue		136,209			8,519			15,889
Selling G&A		393,437			9,207			175,411			2,306
Operating (Loss)		(437,504	)		(13,746	)		(191,034	)		(1,350	)
Other Income (Expense)
Interest Expense					115,383						38,461
Financing Expense		20,000						20,000
Debt Forgiven		1,005,763
Net Loss	$	548,259		$	(129,129	)	$	(211,034	)	$	(39,811	)

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

5

WORLDS.COM INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED)

Cash flows from operating activities
Net Income/(loss)	548,259
Adjustments to reconcile net loss to net cash used
in operating activities
Dep & amort	2,344
Deferred costs	55,695
Prepaid expenses and other current assets	8,384
Accounts payable and accrued expenses	(366,115	)
Loan	(759,872	)
Net cash used in operating activities	(511,305	)
Cash flows from investing activities
Acquisition of property and equipment	(3,031	)
Net cash used in investing activities	(3,031	)
Cash flows from financing activities
Conversion of debt to equity	122,598
Common stock subscribed but not yet issued	481,000
Net cash provided from investing activities	603,598
Net increase(decrease) in cash	89,261
Cash beginning of period	271,334
Cash end of period	360,595
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.

6

WORLDS.COM INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008 (UNAUDITED)

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 not always had significant  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 in recent years 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 in recent years 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.

Property and Equipment

Net property and equipment owned by the Company as of September 30, 2008 total $10,062.

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.

Notes Payable

The Company has no long term or short term notes outstanding at September 30, 2008.

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.

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 September 30, 2008 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.

NOTE 2 - GOING CONCERN

 From mid-2001 through most of 2007, the Company has had to significantly curtail and at times 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 periods where it had only 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 likely have a material adverse effect on the Company, including possibly requiring the Company to reduce and/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 – DEFEREED 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.

7

ITEM 2. MANGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Forward Looking Statements

When used in this form 10-Q 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. Additional risk factors pertaining to our business and the value of our stock is contained in our Annual Report on Form 10-K for the year ended December 31, 2007 and is available for review at no charge at www.sec.gov.

The following discussion should be read in conjunction with the financial statements and related notes which are included under Item 1.

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 leverages its  proprietary technology to offer visitors a network of virtual, multi-user environments which we call "worlds". These worlds are visually engaging online environments featuring animation, motion and content where people can come together and, by navigating through the website, shop, interact with others, attend events and be entertained.

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

Starting in mid-2001 we were not able to generate enough revenue to sustain full operations and other sources of capital were not available. As a result, we have had to significantly curtail our operations since that time and at times halt them all together.

Revenues

We generated  significantly increased revenue during the quarter as we have  begun ramping up operations which have been in quasi hibernation since mid-2001. The revenue that was generated was generated in the following manner:

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

·   Software development to provide and pilot a Demo site for a 3-D world.

Expenses

We classify our expenses into two broad groups:

o        cost of revenues; and

o        selling, general and administration.

During the quarter, our operations became more active so our expenses increased.

Liquidity and Capital Resources

We have had to severely diminish our operations from mid-since 2001 until the last half of 2007 due to a lack of liquidity. We were able to issue equity in the last year and raise capital that will help us to be better positioned to compete for new business. We continue to pursue additional sources 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.  If we cannot start to generate sufficient revenues, we may need to halt operations.

8

RESULTS OF OPERATIONS

Our net revenues for each of the three months ended September 30, 2008 and 2007 were $266 and $956, respectively.  Management believes that the revenue was from VIP subscriptions.   This decrease and the amount of business from operations are still relatively inconsequential.

Three and nine months ended September 30, 2008 compared to three and nine months ended September 30, 2007

Three months ended September 30, 2008 compared to three months ended September 30, 2007

Revenue decreased by $690, to $266 for the three months ended September 30, 2008 from $956 in the prior year.  The business has been running in a severely diminished mode due to the lack of liquidity during the comparable quarter in 2007.  We expect  increased though not necessarily sufficient operating results until such time that we can raise a sufficient amount of capital to provide the resources required that would enable us to generate sales.

Our cost of revenues during the three months ended September 30, 2008 and 2007 are primarily comprised of (1) cost of goods sold: 8% and 0%, respectively, and (2) selling general and administrative expenses: 92% and 100%, respectively.  Cost of sales on a consolidated basis increased $15,889 to $15,889 for the three months ended September 30, 2008, from $0 in the three months ended September 30, 2007, reflecting the increased business activities following the financing in late 2007 and the software development project in 2008.

Selling general and administrative expenses increased by approximately $173,105, from $2,306 to approximately $175,411 for the three months ended September 30, 2007 and 2008, respectively.  The balances increased due to our operations increasing thereby resulting in increased payroll, increased contract labor and increased legal and accounting services.

As a result of the foregoing we had a net loss of $211,034 for the three months ended September 30, 2008 compared to a loss of $39,811 in the three months ended September 30, 2007.

Nine months ended September 30, 2008 compared to nine months ended September 30, 2007

Revenue increased by $88,161 to $92,141 for the nine months ended September 30, 2008 from $3,980 in the prior year.  The business has been running in a severely diminished mode due to the lack of liquidity during the comparable quarter in 2007.  We expect  increased though not necessarily sufficient operating results until such time that we can raise a sufficient amount of capital to provide the resources required that would enable us to generate sales.

Our cost of revenues during the nine months ended September 30, 2008 and 2007 are primarily comprised of (1) cost of goods sold: 26% and 48%, respectively, and (2) selling general and administrative expenses: 74% and 52%, respectively.  Cost of sales on a consolidated basis increased $127,690 to $136,209 for the nine months ended September 30, 2008, from $8,519 in the nine months ended September 30, 2007, reflecting the increased business activities following the financing in 2007 and the software development project in 2008.

Selling general and administrative expenses increased by approximately $384,230, from $9,207 to approximately $393,437 for the nine months ended September 30, 2007 and 2008, respectively.  The balances increased due to our operations increasing thereby resulting in increased payroll, increased contract labor and increased legal and accounting services.

Extraordinary gains of $1,005,763 and $0 were recorded in the nine months ended 2008 and 2007, respectively. This pertained to debt that was legally extinguished due to expiration of the statute of limitations for such debts under state laws.

As a result of the foregoing we had net income of $548,259 for the nine months ended September 30, 2008 compared to a loss of $129,129 in the nine months ended September 30, 2007 although as disclosed above the gain resulted from non-operational bookkeeping entries from the extinguishment of debt.

Liquidity and Capital Resources

Our financial and liquidity position improved as exhibited by our cash and cash equivalents of $360,595 at September 30, 2008.  At September 30, 2007, cash and cash equivalents was $341,988.  This increase of $18,607 was the result of another equity financing in the second half of 2008.  There were capital expenditures of $3,031 in the nine months ended September 30, 2008 compared to $0 for 2007.

Historically, our primary cash requirements have been 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 from mid-2001 through most of 2007.  We were able to find a small source of additional capital in 2007.  We have no current arrangements with respect to additional financing and there can be no assurance that any such financing would become available.  The additional capital that we did secure enabled us to bid on new business.  There can be no assurance that any such new business would be sold in the future.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information to be reported under this item is not required of smaller reporting companies.

ITEM 4T. CONTROLS AND PROCEDURES.

As of September 30, 2008, we carried out an evaluation, under the supervision and with the participation of our management, including our  Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2008.

Changes in Internal Control Over Financial Reporting

During the 2008 third quarter, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.    

9

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

 None.

Item 1A. Risk Factors

 None.

Item 2. Unregistered Sales of equity Securities and Use of Proceeds

 None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

31.1 CEO Certification Pursuant to Section 302

31.2 CFO Certification Pursuant to Section 302

32.1 CEO Certification Pursuant to Section 906

32.2 CFO Certification Pursuant to Section 906

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: November 14, 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.