UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended September 30, 2011March 31, 2012

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File number 0-24115

WORLDS INC.

(not affiliated with Worldcom, Inc.)

(Exact Name of Registrant as Specified in Its Charter)

11 Royal Road
Brookline, MA 02445
(Address of Principal Executive Offices)

(617) 725-8900
(Registrant's Telephone Number, Including Area Code)

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 has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

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, 2011, 73,428,575May 15, 2012, 76,322,705 shares of the Issuer's Common Stock were outstanding.

Worlds Inc.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Worlds Inc.

Balance Sheets

September 30, 2011 and December 31, 2010

See Notes to Condensed Financial Statements

Worlds Inc.

Statements of Operations

Nine and Three Month Ending September 30, 2011 and September 30, 2010

*= less than $0.01

See Notes to Condensed Financial Statements

Worlds Inc.

Statements of Cash Flow

 Nine Months Ending September 30, 2011 and September 30, 2010

See Notes to Condensed Financial Statements

Worlds Inc.

NOTES TO FINANCIAL STATEMENTS

Three and Nine Months Ended September 30, 2011March 31, 2012

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

Description of Business

On May 16, 2011, the Company transferred, through a spin-off to its then wholly owned subsidiary, Worlds Online Inc., the majority of its operations and related operational assets. The Company retained its patent portfolio which it intends to continue to increase and to more aggressively enforce against alleged infringers. The Company also entered into a License Agreement with Worlds Online Inc. to sublicense its patented technologies.

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 enforcement of its patent portfolio. There can be no assurance that the Company will be able to obtain the substantial additional capital resources 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 sufficient financing which has had a material adverse effect on the Company, including requiring the Company to reduce operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. For the past year the Company has been operating at a significantly reduced capacity, with only one full time employee, performing primarily consulting services and licensing software and using consultants to perform any additional 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.

Due from Related Party

Due from related party is comprised of cash payments made by Worlds Inc. on behalf of Worlds Online Inc. for shared operating expenses.

Revenue Recognition

Effective for the second quarter of 2011, the Company spun off its online businesses to Worlds Online Inc. The Company’s sources of revenue after the spin off willis expected to be from sublicensingsublicenses of the patented technology by Worlds Online and any revenue that may be generated from enforcing thoseits patents in the market. TheDuring the first quarter of 2012 the Company had the following sources of revenue: (1) consulting/licensing revenue from the performance of development work performed on behalf of the Company, licensing revenue or from the sale of certain software to third parties; and (2) VIP subscriptions to our Worlds Ultimate 3-D Chat service. The Company recognizes revenue when all of the following criteria are met: evidence of an arrangement exists such as a signed contract, delivery has occurred, the price is fixed or determinable, and collectibility is reasonable assured. This will usually be in the form of a receipt of a customer’s acceptance indicating the product has been completed to their satisfaction except for development work and service revenue which is recognized when the services have been performed. Deferred revenue represents cash payments received in advance to be recorded as revenue when earned. The corresponding cost associated with those contracts is also deferred as deferred costs until the revenue is ultimately recognized.

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES (con’t)

Research and Development Costs

Research and development costs are charged to operations as incurred.

Property and Equipment

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

Impairment of Long Lived Assets

The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the ninethree months ended September 30, 2011March 31, 2012 and 2010.2011.

Stock-Based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Income Taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES (con’t)

Notes Payable

The Company has $773,279 in short term notes outstanding at September 30, 2011.March 31, 2012. See Note 5 for a further description thereof.

Deferred Revenue

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. $355,000 has been amortized into income since then. The balance was transferred over to Worlds Online Inc. and no longer appears on the Company’s balance sheet.

Call Option Agreements

The Company has entered into call option agreements with 13 of its major shareholders. The call options give the Company the right to purchase up to 4,150,000 shares of stock back at prices ranging from $0.15 per share up to $0.40 per share. The Company issued an aggregate of 680,000 shares of stock to these shareholders as an inducement to enter into these call option agreements. The call option agreements have expiration dates of 1 and 2 years.years. In October and November of 2011, 712 of the call options with 1 year expiration dates were extended for 1 year. The Company issued 315,000 additional shares as an inducement to enter into the 1 year extensions.

Comprehensive Income (Loss)

The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the consolidated financial statements.

Loss Per Share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of September 30, 2011March 31, 2012 and 2010.

2011.

Stockholders EquityDeficit

4,059,495417,952 shares of common stock were issued and 637,276 shares of common stock will be issued for services rendered during the ninethree months ended September 30, 2011.March 31, 2012.

Commitments and Contingencies

During 2000 the Company was involved in a lawsuit relating to unpaid consulting services. In April, 2001 a judgment against the Company was rendered for approximately $205,000. As of September 30, 2011March 31, 2012 and December 31, 20102011 the Company recorded a reserve of $205,000 for this lawsuit, which is included in accrued expenses in the accompanying balance sheets.

Risk and Uncertainties

The Company is subject to risks common to companies in the technology industry,industries, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel.

Recent Accounting Pronouncements

Recently issued accounting standards

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and dodoes not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.

FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”) 2009-01)

In June 2009, FASB approvedJuly 2010, the FASB Accounting Standards Codification (“amended the Codification”) asrequirements forDisclosures about the single sourceCredit Quality of authoritative nongovernmental US GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task ForceFinancing Receivables and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change US GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effectiveAllowance for interim or annual periods ending after September 15, 2009, and impacts the Company’s consolidated financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the fiscal year ended December 31, 2010 or the nine months ended September 30, 2011.

Credit Losses. As a result of the Company’s implementation of the Codification during the fiscal year ended December 31, 2009, previous references to new accounting standards and literature are no longer applicable. In the current annual consolidated financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES (con’t)

Subsequent Events

(Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

SFAS No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the consolidated financial statements are issued or available to be issued (“subsequent events”). Anthese amendments, an entity is required to disclosedisaggregate by portfolio segment or class certain existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses. The new disclosures as of the date through which subsequent events have been evaluated andend of the basis for that date. For public entities, this is the date the consolidated financial statementsreporting period are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. SFAS No. 165 became effective for interim or annual periodsthe fiscal year ending after June 15, 2009 and didDecember 31, 2010, while the disclosures about activity that occurs during a reporting period are effective for the first fiscal quarter of 2011. The adoption of this guidance will not impact the Company’s consolidated results of operations or financial statements.position.

In January 2010, the FASB issued authoritative guidance regarding fair value measures and disclosures. The Company evaluatedguidance requires disclosure of significant transfers between level 1 and level 2 fair value measurements along with the reason for subsequent events through the issuance datetransfer. An entity must also separately report purchases, sales, issuances and settlements within the level 3 fair value roll forward. The guidance further provides clarification of the Company’s consolidated financial statements. No recognized or non-recognized subsequent events were noted.

Determinationlevel of disaggregation to be used within the Useful Lifefair value measurement disclosures for each class of Intangible Assets

(Included in ASC 350 “Intangibles — Goodwillassets and Other”, previously FSP SFAS No. 142-3 “Determination ofliabilities and clarified the Useful Lives of Intangible Assets”)

FSP SFAS No. 142-3 amendeddisclosures required for the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwillvaluation techniques and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flowsinputs used to measure thelevel 2 or level 3 fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 becamemeasurements. This new authoritative guidance is effective for consolidated financial statements issued forthe Company in fiscal years beginning after December 15, 2008,2010, and for interim periods within those fiscal years. The adoption of FSP SFAS No. 142-3 didthis guidance will not impact the Company’s consolidated results of operations or financial statements.

Non-controlling Interests

(Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)position.

SFAS No. 160 changedIn September 2011, the accounting and reportingFASB issued ASU 2011-08 which provides an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test for minority interests such that they will be recharacterized as noncontrolling interests and classifiedgoodwill impairment.  If an entity believes, as a componentresult of equity. SFAS No. 160 becameits qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required.  Otherwise, no further testing is required. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2008 with early application prohibited.2011.   The Company implemented SFAS No. 160 atdoes not expect that the start of fiscal 2009 and no longer records an intangible asset when the purchase price of a non-controlling interest exceeds the book value at the time of buyout. The adoption of SFAS No. 160 did not have any other material impact on the Company’s financial statements.

Consolidation of Variable Interest Entities — Amended

(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

SFAS No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities” regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption prohibited. The adoption of SFAS No. 167 in 2010 did notthis standard will have a material impact on the Company’s results of operations, cash flows or financial statements.condition.

In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, the Company does not expect that the adoption of this standard will have a material impact on the Company’s results of operations, cash flows or financial condition.

NOTE 2 - GOING CONCERN

From mid-2001 through most of 2007, the Company had to significantly curtail and at times almost 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 additional capital resources to fully implement its business plan or that any assumptions relating to its business plan will prove to be accurate. The Company is pursuing sources of additional financing and there can be no assurance that any such financing will be available to the Company on commercially reasonable terms, or at all. Any inability to obtain additional financing will 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 - PRIVATE PLACEMENTS OF EQUITY

During 2010, the Company completed a private placement of 1,454,590 shares of its common stock at a price per share of $0.10 for aggregate proceeds of $145,459. The five “accredited” investors also received an aggregate of 975,338 warrants as part of the equity investment exercisable at $0.15 per share.

During 2010, the Company issued an aggregate of 5,912,774 shares of common stock as payment for services rendered. 

During the ninethree months ended September 30, 2011, the Company issued 3,333,331 shares of common stock for a private placement in 2010. The shares were recorded as common stock subscribed but not yet issued at DecemberMarch 31, 2010.

During the nine months ended September 30, 2011 the Company completed a private placement of 1,000,000 shares of common stock at a price per share of $0.15 for aggregate proceeds of $150,000. These shares were not issued as of September 30, 2011 so are recorded as common stock subscribed but not yet issued.

During the nine months ended September 30, 2011 the Company issued an aggregate of 3,248,382 shares of common stock as payment for services rendered.

During the nine months ended September 30, 2011, the Company raised $118,446$27,346 with the exercise of warrants covering 1,160,804240,644 shares of its common stock at a price per share ranging from $0.01 to $0.15 per share.

During the nine months ended September 30, 2011, the Company raised $58,000 with the exercise of options covering 928,529 shares of its common stock at a price ranging from $0.05 to $0.30 per share. 128,529 of those shares were exercised on a cashless basis by the surrender to the Company of an aggregate of 131,747 options with a value of $38,558 being equal to the difference in price between the exercise price and the market price on the date of exercise.

During the ninethree months ended September 30, 2011,March 31, 2012, the Company sold 1,000,000 common shares for a cash investment of $250,000. The shares were not issued 309,741 sharesas of common stock to convert payables to equity.

During the nine months ended September 30, 2011, the Company subscribed but have not yet issued 486,113 shares of common stock for services rendered. These sharesMarch 31, 2012, and are recorded as Commoncommon stock subscribed but not yet issued at September 30, 2011.

issued.

During the three months ended March 31, 2012, the Company issued an aggregate of 417,952 shares of common stock and will issue 637,276 shares of common stock as payment for services rendered with an aggregate value of $207,035.

NOTE 4 – DEFERRED REVENUE

Deferred revenue represents advance payments for the license, the design and development of the software, content and related technology for the creation of an interactive, 3D entertainment portal on the internet. 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. During 2010, $265,000 worth of services was provided leaving a balance of $276,950 at December 31, 2010. As part of the spin off, the deferred revenue agreement was transferred to Worlds Online Inc. Asas of September 30, 2011March 31, 2012, the balance is $0.

NOTE 5 - NOTES PAYABLE

NOTE 6- PROPERTY AND EQUIPMENT

The detail composition of property and equipment at September 30, 2011March 31, 2012 and December 31, 20102011 is as follows:

Depreciation expense recorded for the three months ended September 30,March 31, 2012 and 2011 and 2010 was $0 and $781,$0, respectively.

NOTE 7 – STOCK OPTIONS

During 2010 the Company issued stock options to various parties. The stock options allow the parties to purchase shares of the Company’s common stock at various prices per share per each individual option agreement. The options allow the various parties to purchase one share of its stock for each option. The options expire at various times through October 28, 2013 per each individual option agreement. The Company did not grant any registration rights with respect to any shares of common stock issuable upon exercise of the options. There were no forfeited options during 2010. During the year ended December 31, 2010, the Company recorded an expense of $42,543, equal to the estimated fair value of the options at the date of grants. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 5.0% risk-free interest, 0% dividend yield, 60% volatility, and expected lives ranging from one to three years.

During 2010 we also issued 500,000 stock options exercisable at $0.05 per share to one person, who is not an officer or a director. No stock options have been issued induring the ninethree months ended September 30,March 31, 2011.

During the three months ended September 30, 2011,March 31, 2012, no stock options or warrants were exercised. There are no outstanding warrants as of September 30, 2011.March 31, 2012.

NOTE 8 - INCOME TAXES

At September 30, 2011,March 31, 2012, the Company had federal and state net operating loss carry forwards of approximately $40,000,000 that expire in various years through the year 2024.

Due to operating losses, there is no provision for current federal or state income taxes for the ninethree months ended September 30, 2011March 31, 2012 and 2010.2011.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

The Company’s deferred tax asset at September 30, 2011March 31, 2012 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $16,000,000 less a valuation allowance in the amount of approximately $16,000,000. Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance.

The Company’s total deferred tax asset as of September 30, 2011March 31, 2012 is as follows:

The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes for the ninethree months ended September 30, 2011March 31, 2012 is as follows:

During the three months ended March 31, 2012 and March 31, 2011, the valuation allowance decreased by approximately $112,000 and $262,000, respectively. 

NOTE 9 - PATENTS

Worlds Inc. currently has six patents, 6,219,045 - 7,181,690 - 7,493,558 – 7,945,856, 8,082,501 and 8,145,998. On March 30, 2012, the Company filed a patent infringement lawsuit against Activision Bizzard Inc., Blizzard Entertainment Inc. and Activision Publishing Inc. in the United States District Court for the District of Massachusetts. Susman Godfrey LLP is lead counsel for the Company. The costs to prosecute those that the Company and our legal counsel believe to be infringing on said patents were capitalized under patents until a resolution is reached.

There can be no assurance that we will be successful in our ability to prosecute our IP portfolio or that we will be able to acquire additional patents.

NOTE 10 – RESTRICTED CASH

On March 29, 2012 the company sold one million shares of common stock for $250,000. At March 31, 2012 the cash was held in an escrow account until the common share certificates from the private placement were issued. Restricted cash is this cash held in escrow at March 31, 2012. The shares were delivered in April and the cash released.  

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

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 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; 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 unaudited 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

On May 16, 2011, the Company transferred, through a spin-off to its then wholly owned subsidiary, Worlds Online Inc., the majority of its operations and related operational assets. The Company retained its patent portfolio which it intends to continue to increase and to more aggressively enforce against alleged infringers. The Company also entered into a License Agreement with Worlds Online Inc. to sublicense patented technologies.

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 almost halt them all together. Since mid-2007, as more funds became available from our financings, we were able to increase operations and become more active operationally.

On May 16, 2011, we transferred, through a spin-off to our then wholly owned subsidiary, Worlds Online Inc., the majority of our operations and related operational assets. We retained our patent portfolio which we intend to continue to increase and to more aggressively enforce against alleged infringers. We also entered into a License Agreement with Worlds Online Inc. to sublicense patented technologies.

At present, the Company’s anticipated sources of revenue after the spin off will be from sublicenses of the patented technology by Worlds Online and any revenue that may be generated from enforcing its patents in the market.

Revenues

We generated norevenue during the quarter because we transferred the operations of the Company to Worlds Online Inc.

Item 2. Management's Discussions and Analysis of Financial Condition and Results of Operations (con’t)

Expenses

We classify our expenses into two broad groups:

o cost of revenues; and

o selling, general and administration.

Liquidity and Capital Resources

We have had to severely diminishlimit our operations from mid-sincesince mid 2001 until the last half of 2007 due to a lack of liquidity.  WeHowever, we were able to issue equity and/orand convertible debt in the last few years and raise small amounts of capital from time to time that we expect will helpenabled us to be better positioned to compete forbegin upgrading our technology, develop new products and actively solicit additional business.  We continue to pursue additional sources of capital. Wecapital though we have no current arrangements with respect to, or sources of, additional financing at this time and there can be no assurance that any such financing wouldwill become available. If we cannot raise additional capital, form an alliance of some nature with another entity, or start to generate sufficient revenues, we may need to haltonce again scale back operations.

RESULTS OF OPERATIONS

Our net revenues for each of the three months ended September 30,March 31, 2012 and 2011 and 2010 were $0 and $150,078,$199, respectively. Our netWe had revenue for eachfrom VIP subscriptions to our Worlds 3-D chat service before the spin-off in 2011. The Company’s future sources of revenue after the spin off is currently anticipated to be from sublicenses of the nine months ended September 30, 2011 and 2010 were $199 and $225,652, respectively. The decrease in revenue is due to spinning off the online businesspatented technology to Worlds Online Inc.’s customers and any revenue that may be generated from enforcing our patents in the market.

Three and nine months ended September 30, 2011March 31, 2012 compared to three and nine months ended September 30, 2010March 31, 2011

Revenue decreased by $150,078,$199, to $0 for the three months ended September 30, 2011March 31, 2012 from $150,078$199 in the prior year. Revenue decreased to $0 because the selling of licenses and the VIP subscription business has been transferred to Worlds Online Inc. The business, up to the date of the spin off, continued to run in a severely diminished mode due to the lack of liquidity. We need to raise a sufficient amount of capital to provide the resources required that would enable us to continue running the business.

Cost of revenues decreased by $2,481$12,309 to $0 in the three months ended September 30, 2011March 31, 2012 from $2,481$12,309 in the three months ended September 30, 2010.March 31, 2011.

Selling general and administrative (SG&A) expenses decreased by $79,083$63,094 from $112,796$113,254 to $33,713$50,160 for the three months ended September 30, 2010March 31, 2011 and 2011.2012, respectively. Decrease is due to transferring over to Worlds Online in the spin off the business operations. The current SG&A expenses include primarilyan allocation of the CEO’s administrative costs and professional service fees including consulting, legal and accounting fees. Salaries decreased by $24,890 to $48,315 from $73,205 for the three months ended March 31, 2012 and 2011, respectively. Decrease is due to an allocation of time for the CEO between Worlds Inc. and the spin-off entity, Worlds Online Inc. Common stock issued for services rendered increaseddecreased by $113,367$266,395 to $113,367$207,035 during this period in 2011the three months ended March 31, 2012 compared to $0$473,430 for the comparable period in 2010.three month ended March 31, 2011. The increasedecrease is due to thetwo strategic business consulting and advice agreements signed during 2011 and in the last quarter of the prior year.2010 which terminated in 2011 subsequent to March 31.

As a result of the foregoing, we realized a net loss of $147,080$305,510 for the three months ended September 30, 2011March 31, 2012 compared to a net incomeloss of $34,801$671,999 in the three months ended September 30, 2010.March 31, 2011.

Revenue decreased by $225,453 to $199 for the nine months ended September 30, 2011 from $225,652 in the prior year. The Company spun off the online businesses to Worlds Online Inc. The software licensing, VIP subscriptions and revenue related to the deferred revenue agreement have been transferred over to Worlds Online Inc. Before the spin off, the business was running in a severely diminished mode due to the lack of liquidity. We still need to raise a sufficient amount of capital to provide the resources required that would enable us to continue to operate the business.

Our cost of revenues during the nine months ended September 30, 2011 and 2010 are primarily comprised of (1) cost of goods sold: 1% and 3%, respectively, and (2) selling general and administrative expenses: 33% and 97%, respectively (3) Common stock issued for services rendered: 66% and 0%, respectively. Cost of sales on a consolidated basis increased $6,366 to $16,959 for the nine months ended September 30, 2011, from $10,593 in the nine months ended September 30, 2010. Increase was due to a data recovery project undertaken during the first half of 2011 and not the result of sales. Selling general and administrative expenses increased by approximately $73,876, from $319,471 to approximately $393,347 for the nine months ended September 30, 2010 and 2011, respectively. Increase is due to an increase in professional service fees including business consulting, legal, accounting and an increase in sales activity.

Common stock issued for services rendered increased by $796,797 to $796,797 in 2011 compared to $0 for 2010. The increase is due to the strategic business consulting and advice agreements signed during the quarter and in the last quarter of the prior year, and shares issued to individuals who have been performing valuable services for the company over the years without any form of compensation.

As a result of the foregoing we had a net loss of $1,206,905 for the nine months ended September 30, 2011 compared to a loss of $104,412 in the nine months ended September 30, 2010.

Item 2. Management's Discussions and Analysis of Financial Condition and Results of Operations (con’t)

Liquidity and Capital Resources

Our financial and liquidity position has improved somewhat from the prior year period.period if the cash being held in escrow is included. Our unrestricted cash and cash equivalents was $254,149$43,855 at September 30, 2011. March 31, 2012 and our restricted cash, being cash held in an escrow account until the common share certificates from the private placement are issued, was $250,000. We raised an aggregate of $250,000 in March of 2012 from a private placement of common stock.  

At September 30, 2010,March 31, 2011, cash and cash equivalents was $73,362.$152,526. There were no capital expenditures in the ninethree months ended September 30, 2011March 31, 2012 or in the ninethree months ended September 30, 2010.March 31, 2011.

Historically, our primary cash requirements have been to fund the cost of operations, to keep the Company in compliance with its reporting requirements, 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 each of 2007 - 2010. There can be no assurance that any significant financing would become available to us at this time. The additional capital that we secured in previous years enabled us to bid on new business. There can be no assurance that any such new business would be sold in the future.

On December 24, 2008 weMarch 30, 2012, the Company filed a patent infringement suitlawsuit against NCSoft CorpActivision Bizzard Inc., Blizzard Entertainment Inc. and Activision Publishing Inc. in the United States District Court Easternfor the District of Texas in order to enforce our intellectual property rights under our patents. In April 2010,Massachusetts. Susman Godfrey LLP is lead counsel for the parties agreed to settle the matter, which settlement was later disputed in August 2010 but was resolved finally in September 2010, the terms of which the parties have contractually agreed to keep confidential.Company

On May 11, 2009, our management concluded that our audited financial statements for the years ended December 31, 2007 and 2008 and our unaudited quarterly financial statements for the quarterly periods in such years should no longer be relied upon. Specifically, our liabilities were understated by approximately $1,714,179 on December 31, 2007 and by approximately $2,719,942 on December 31, 2008 (which amount is cumulative and includes the amount understated in 2007) with an overstatement of income on such dates of $1,714179 and $1,005,763, respectively. The facts underlying our original conclusion is that all of such liabilities have exceeded the applicable statutes of limitations and based upon an opinion of counsel which stated that the likelihood of our having to pay these liabilities was highly improbable, our independent auditor concurred with our decision to write off all of such liabilities. The staff (“Staff”) of the Securities and Exchange Commission, without disagreeing with our position that payment of such liabilities was highly improbable, advised us that under the facts of our situation, it was their conclusion that GAAP accounting required that the liabilities not be written off at this time. Following a series of calls with various Staff members, our management, in consultation with our counsel and independent auditor, agreed to accept the Staff’s position. We have received guidance from the Staff as to the necessary steps we need to take to properly write off these liabilities and we expect to begin that process with certain of the largest creditors. Regardless of whether we are ultimately successful in writing off all or some of these liabilities, we do not believe that these restatements will have any impact on our results of operations or cash flows as the fact remains that the statute of limitations has indeed passed with respect to these liabilities and the likelihood of our having to pay them remains highly improbable.

Item 4. Controls And Procedures

As of September 30, 2011,March 31, 2012, 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, 2011.March 31, 2012. The above statement notwithstanding, you are cautioned that no system is foolproof.

Changes in Internal Control Over Financial Reporting

During the quarter covered by this report 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.

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

On December 24, 2008 we filed a patent infringement suit against NC Soft Corp.In Cosmo Communications v. Worlds Inc. (our former name) in the United States DistrictSuperior Court Eastern DistrictOf New Jersey Law Division, Bergen County, the court rendered a decision in favor of Texasthe plaintiff, Cosmo Communications on February 13, 2001. The judgment amount entered in orderApril 2001, is approximately $205,000, of which the full amount is accrued.  The judgment related to enforce our intellectual property rights under our patents. In April 2010, the parties agreed to settle the matter, which settlement was later disputed in August 2010 but was resolved finally in September 2010,a consulting agreement for raising capital. The court ruled that the terms of which the parties have contractually agreed to keep confidential. contract are binding on successors of the company and that Worlds.com is a successor company .

Item 1A. Risk Factors

We are not obligated to disclose our risk factors in this report, however, limited information regarding our risk factors appears in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Forward-Looking Statements” contained in this Quarterly Report on Form 10-Q and in “Item 1A. RISK FACTORS” of our 20102011 Annual Report on Form 10-K. There have been no material changes from the risk factors previously disclosed in our 20102011 Annual Report on Form 10-K.

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

During the thirdfirst quarter of 20112012 the Company completed a private placement of 1,000,000 shares of unregistered common stock at a price per share of $0.15$0.25 for aggregate proceeds of $150,000.$250,000. The investor was an “accredited” investor, no public advertising was used, and the stock certificate issued contained a restrictive legend.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Reserved by the SEC.Mine Safety Disclosure

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

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, 2011May 15, 2012

WORLDS INC.

INDEX TO EXHIBITS

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Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.