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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
March 31, 2022
( ) 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
000-24115
WORLDS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
22-1848316 |
(State or
Other Jurisdiction of Incorporation or Organization) |
(I.R.S.
Employer Identification No.) |
11 Royal Road
Brookline,
MA
02445
(Address of Principal Executive Offices)
(617)
725-8900
(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 every Interactive Data File required to be submitted
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 such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer”,
“accelerated filer”, “smaller reporting company”, and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
(Check One):
Large
Accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated filer ☐ |
Smaller
reporting company
☒ |
Emerging growth
company
☐ |
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
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 May 13, 2022,
57,112,506 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 |
|
|
|
|
March 31,
2022 and December 31, 2021 |
|
|
|
|
|
|
Unaudited |
|
Audited |
|
|
March 31, 2022 |
|
December 31, 2021 |
|
|
|
|
|
ASSETS: |
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
64,211 |
|
|
$ |
44,421 |
|
Other Assets |
|
|
8,222 |
|
|
|
8,222 |
|
Total Current Assets |
|
|
72,433 |
|
|
|
52,643 |
|
|
|
|
|
|
|
|
|
|
Convertible Note Receivable |
|
|
200,000 |
|
|
|
200,000 |
|
Accrued interest receivable |
|
|
34,961 |
|
|
|
31,461 |
|
Total assets |
|
$ |
307,394 |
|
|
$ |
284,104 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT: |
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
904,195 |
|
|
$ |
975,255 |
|
Accrued expenses |
|
|
1,556,480 |
|
|
|
1,546,480 |
|
Notes payable exceeding statute of limitations |
|
|
773,279 |
|
|
|
773,279 |
|
Total Current Liabilities |
|
|
3,233,954 |
|
|
|
3,295,014 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
3,233,954 |
|
|
|
3,295,014 |
|
|
|
|
|
|
|
|
|
|
Common stock (Par value $0.001 authorized
250,000,000
shares, issued and outstanding 57,112,506
at March 31, 2022 and December 31, 2021 |
|
|
57,113 |
|
|
|
57,113 |
|
Additional paid in capital |
|
|
42,337,833 |
|
|
|
41,513,730 |
|
Common stock-warrants |
|
|
1,206,913 |
|
|
|
1,206,913 |
|
Accumulated deficit |
|
|
(46,528,419 |
) |
|
|
(45,788,666 |
) |
Total stockholders deficit |
|
|
(2,926,560 |
) |
|
|
(3,010,910 |
) |
|
|
|
|
|
|
|
|
|
Total Liabilities and stockholders' deficit |
|
$ |
307,394 |
|
|
$ |
284,104 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements |
Worlds Inc. |
|
|
|
|
Statements
of Operations |
|
|
|
|
For the
Three Months Ended March 31, 2022 and 2021 |
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
Unaudited |
|
|
2022 |
|
2021 |
Revenues |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
Total Revenue |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Cost and Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenue |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Gross Profit/(Loss) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Option expense |
|
|
805,392 |
|
|
|
58,182 |
|
Selling, General & Admin. |
|
|
236,625 |
|
|
|
753,434 |
|
Salaries and related |
|
|
49,894 |
|
|
|
53,356 |
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(1,091,911 |
) |
|
|
(864,972 |
) |
|
|
|
|
|
|
|
|
|
Other Income (Expense) |
|
|
|
|
|
|
|
|
Loss on issuance of shares for services |
|
|
— |
|
|
|
(8,685 |
) |
Gain on sale of marketable securities |
|
|
367,369 |
|
|
|
431,191 |
|
Settlement of litigation |
|
|
— |
|
|
|
— |
|
Interest income |
|
|
3,500 |
|
|
|
3,500 |
|
Interest expense |
|
|
(18,711 |
) |
|
|
(18,891 |
) |
Net Loss |
|
$ |
(739,753 |
) |
|
$ |
(457,857 |
) |
|
|
|
|
|
|
|
|
|
Weighted Average Loss per share - basic |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
Weighted Average Loss per share - fully diluted |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
Weighted Average Common Shares Outstanding (reflecting the reverse
stock split) - basic |
|
|
57,112,506 |
|
|
|
56,950,440 |
|
Weighted Average Common Shares Outstanding (reflecting the reverse
stock split) - fully diluted |
|
|
57,112,506 |
|
|
|
56,950,440 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements |
Worlds
Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Stockholders' Deficit |
|
|
|
|
|
|
|
|
|
|
For the Three Ended March 31, 2021 and 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
Common |
|
|
|
Total |
|
|
Common stock |
|
Common stock |
|
Paid-in |
|
Stock |
|
Accumulated |
|
stockholders' |
|
|
Shares |
|
Amount |
|
capital |
|
Warrants |
|
Deficit |
|
(deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2020 |
|
|
56,814,833 |
|
|
|
56,815 |
|
|
|
41,240,880 |
|
|
|
1,206,913 |
|
|
|
(45,174,496 |
) |
|
|
(2,669,888 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of stock options |
|
|
— |
|
|
|
— |
|
|
|
58,182 |
|
|
|
— |
|
|
|
— |
|
|
|
58,182 |
|
Common stock issued for settlement of accounts payable -related
party |
|
|
297,673 |
|
|
|
298 |
|
|
|
70,512 |
|
|
|
— |
|
|
|
— |
|
|
|
70,810 |
|
Gain on forgiveness of accounts payable - related party |
|
|
— |
|
|
|
— |
|
|
|
16,401 |
|
|
|
— |
|
|
|
— |
|
|
|
16,401 |
|
Imputed Interest |
|
|
— |
|
|
|
— |
|
|
|
18,891 |
|
|
|
— |
|
|
|
— |
|
|
|
18,891 |
|
Net Loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(457,857 |
) |
|
|
(457,857 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2021 |
|
|
57,112,506 |
|
|
|
57,113 |
|
|
|
41,404,866 |
|
|
|
1,206,913 |
|
|
|
(45,632,353 |
) |
|
|
(2,963,461 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2021 |
|
|
57,112,506 |
|
|
|
57,113 |
|
|
|
41,513,730 |
|
|
|
1,206,913 |
|
|
|
(45,788,666 |
) |
|
|
(3,010,910 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of stock options |
|
|
— |
|
|
|
— |
|
|
|
805,392 |
|
|
|
— |
|
|
|
— |
|
|
|
805,392 |
|
Imputed Interest |
|
|
— |
|
|
|
— |
|
|
|
18,711 |
|
|
|
— |
|
|
|
|
|
|
|
18,711 |
|
Net Loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(739,753 |
) |
|
|
(739,753 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2022 |
|
|
57,112,506 |
|
|
|
57,113 |
|
|
|
42,337,833 |
|
|
|
1,206,913 |
|
|
|
(46,528,419 |
) |
|
|
(2,926,560 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements
|
Worlds Inc. |
|
|
|
|
Statements
of Cash Flows |
|
|
|
|
Three Months
Ended March 31, 2022 and 2021 |
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
Unaudited |
|
|
3/31/22 |
|
3/31/21 |
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(739,753 |
) |
|
$ |
(457,857 |
) |
Adjustments to reconcile net loss to net cash (used in) operating
activities |
|
|
|
|
|
|
|
|
Fair value of stock options issued |
|
|
805,392 |
|
|
|
58,182 |
|
Imputed interest |
|
|
18,711 |
|
|
|
18,891 |
|
Loss on shares issued for settlement of accounts payable - related
party |
|
|
— |
|
|
|
8,685 |
|
Realized gain on sale of marketable securities |
|
|
(367,369 |
) |
|
|
(431,191 |
) |
Changes in assets and liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
(61,060 |
) |
|
|
483,795 |
|
Net cash (used in) operating activities: |
|
|
(344,079 |
) |
|
|
(319,495 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Accrued interest receivable - related party |
|
|
(3,500 |
) |
|
|
(3,500 |
) |
Cash received from sale of marketable securities |
|
|
367,369 |
|
|
|
431,191 |
|
Cash provided from investing activities: |
|
|
363,869 |
|
|
|
427,691 |
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
|
19,790 |
|
|
|
108,196 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, including restricted, beginning of
year |
|
|
44,421 |
|
|
|
474,587 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, including restricted, end of period |
|
$ |
64,211 |
|
|
$ |
582,783 |
|
|
|
|
|
|
|
|
|
|
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 |
Worlds
Inc.
NOTES TO FINANCIAL STATEMENTS
Three Months Ended March 31, 2022
(Unaudited)
NOTE 1 – GOING
CONCERN
As reflected in the accompanying financial statements, the Company
has a working capital deficiency of $3,161,521 and a
stockholder’s deficiency of $2,926,560 and used
$344,079 of cash in
operations for the three months ended March 31, 2022. This raises
substantial doubt about its ability to continue as a going concern.
The ability of the Company to continue as a going concern is
dependent on the Company’s ability to raise additional capital and
implement its business plan. The financial statements do not
include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
Management believes that the actions presently being taken to
obtain additional funding and implement its strategic plans provide
the opportunity for the Company to continue as a going concern,
although no assurance can be given that the Company will be
successful.
NOTE 2 – 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. (currently called
MariMed Inc.), the majority of its operations and related
operational assets. The Company retained its patent portfolio and
is looking to expand on its legacy celebrity worlds and its
collection of non-fungible tokens.
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"). The Company has incurred
significant losses since its inception and has had minimal revenues
from operations. The Company will require substantial additional
funds for its expansion of its legacy celebrity worlds and its
collection of non-fungible tokens. 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. As the Company has focused its attention
historically on increasing its patent portfolio and enforcing it,
and more recently on its expansion of its legacy celebrity worlds
and its collection of non-fungible tokens, the Company has been
operating at a reduced capacity, with only one employee 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 include highly liquid money market
instruments, which have original maturities of three months or less
at the time of purchase.
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC 606. There was
no impact in adopting ASC 606 as the Company has no revenue at this
time. In the second quarter of 2011, the Company spun off its
online businesses to MariMed Inc. The Company’s sources of revenue
after the spinoff was expected to be from sublicenses of the
patented technology by Worlds Online and any revenue that may be
generated from enforcing its patents. Commencing in the first half
of 2022, the Company expects that its revenues will come from its
expansion of its legacy celebrity worlds and its collection of
non-fungible tokens. The Company recognizes revenue by applying the
following steps: (1) identify the contract with a customer; (2)
identify the performance obligations in the contract; (3) determine
the transaction price; (4) allocate the transaction price to each
performance obligation in the contract; and (5) recognize revenue
when each performance obligation is satisfied.
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 Financial
Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 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 first quarters of
2022 and 2021.
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 ASC 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 (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 ASC. 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.
ASC 740 prescribes a comprehensive model for how companies should
recognize, measure, present, and disclose in their financial
statements uncertain tax positions taken or expected to be taken on
a tax return. Under ASC 740, tax positions must initially be
recognized in the financial statements when it is more likely than
not the position will be sustained upon examination by the tax
authorities. Such tax positions must initially and subsequently be
measured as the largest amount of tax benefit that has a greater
than 50% likelihood of being
realized upon ultimate settlement with the tax authority assuming
full knowledge of the position and relevant facts.
Notes Payable
The Company has $773,279 in short
term notes outstanding at March 31, 2022 and December 31, 2021.
These are old notes payable for which the statute of limitations
has passed and therefore the Company does not expect it will ever
have to repay those notes.
Comprehensive Income (Loss)
The Company reports comprehensive income and its components
following guidance set forth by section 220-10 of the FASB ASC
which establishes standards for the reporting and display of
comprehensive income and its components in the financial
statements. There were no items of comprehensive income (loss)
applicable to the Company during the period covered in the
financial statements.
Loss Per Share
Net loss per common share is computed pursuant to section 260-10-45
of the FASB ASC. 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. As of March 31, 2022, there were
27,620,000 options and 4,380,000 warrants outstanding
and as of March 31, 2021, there were 11,720,000 options and
5,380,000 warrants outstanding whose effect is anti-dilutive
and not included in diluted net loss per share for March 31, 2022
or for March 31, 2021. The options and warrants may dilute future
earnings per share.
Commitments and Contingencies
The Company follows subtopic 450-20 of the FASB ASC to report
accounting for contingencies. Certain conditions may exist as of
the date the financial statements are issued, which may result in a
loss to the Company but which will only be resolved when one or
more future events occur or fail to occur. The Company assesses
such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies
related to legal proceedings that are pending against the Company
or unasserted claims that may result in such proceedings, the
Company evaluates the perceived merits of
any legal proceedings or unasserted claims as well as the perceived
merits of the amount of relief sought or expected to be sought
therein.
If the assessment of a contingency indicates that it is probable
that a material loss has been incurred and the amount of the
liability can be estimated, then the estimated liability would be
accrued in the Company’s financial statements. If the assessment
indicates that a potentially material loss contingency is not
probable but is reasonably possible, or is probable but cannot be
estimated, then the nature of the contingent liability, and an
estimate of the range of possible losses, if determinable and
material, would be disclosed.
Loss contingencies considered remote are generally not disclosed
unless they involve guarantees, in which case the guarantees would
be disclosed. Management does not believe, based upon information
available at this time, that these matters will have a material
adverse effect on the Company’s financial position, results of
operations or cash flows. However, there is no assurance that such
matters will not materially and adversely affect the Company’s
business, financial position, and results of operations or cash
flows.
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 March 31, 2022,
and December 31, 2021 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 industries, including, but not limited to, litigation,
development of new technological innovations and dependence on key
personnel.
Off Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
Uncertain Tax Positions
The Company did not take any uncertain tax positions and had no
adjustments to unrecognized income tax liabilities or benefits
pursuant to the provisions of Section 740-10-25 for the year ended
December 31, 2021.
Fair Value of Financial Instruments
The Company measures assets and liabilities at fair value based on
an expected exit price as defined by the authoritative guidance on
fair value measurements, which represents the amount that would be
received on the sale of an asset or paid to transfer a liability,
as the case may be, in an orderly transaction between market
participants. As such, fair value may be based on assumptions that
market participants would use in pricing an asset or liability. The
authoritative guidance on fair value measurements establishes a
consistent framework for measuring fair value on either a recurring
or nonrecurring basis whereby inputs, used in valuation techniques,
are assigned a hierarchical level.
The following are the hierarchical levels of inputs to measure fair
value:
• |
Level 1 -
Observable inputs that reflect quoted market prices in active
markets for identical assets or liabilities. |
• |
Level 2 -
Inputs reflect quoted prices for identical assets or liabilities in
markets that are not active; quoted prices for similar assets or
liabilities in active markets; inputs other than quoted prices that
are observable for the assets or liabilities; or inputs that are
derived principally from or corroborated by observable market data
by correlation or other means. |
• |
Level 3 -
Unobservable inputs reflecting the Company’s assumptions
incorporated in valuation techniques used to determine fair value.
These assumptions are required to be consistent with market
participant assumptions that are reasonably available. |
The carrying amounts of the Company’s financial assets and
liabilities, such as cash, other receivables, accounts payable
& accrued expenses, due to related party, notes payable and
notes payables, approximate their fair values because of the short
maturity of these instruments. The Company's convertible notes
payable are measured at amortized cost.
Warrant and option expense was measured by using level 3
valuation.
Embedded Conversion Features
The Company evaluates embedded conversion features within
convertible debt under ASC 815 “Derivatives and Hedging” to
determine whether the embedded conversion feature(s) should be
bifurcated from the host instrument and accounted for as a
derivative at fair value with changes in fair value recorded in
earnings. If the conversion feature does not require derivative
treatment under ASC 815, the instrument is evaluated under ASC
470-20 “Debt with Conversion and Other Options” for consideration
of any beneficial conversion feature.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures
to cash flow, market, or foreign currency risks. The Company
evaluates all of its financial instruments, including stock
purchase warrants, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives. For
derivative financial instruments that are accounted for as
liabilities, the derivative instrument is initially recorded at its
fair value and is then re-valued at each reporting date, with
changes in the fair value reported as charges or credits to
income.
For option-based simple derivative financial instruments, the
Company uses the Black-Scholes option-pricing model to value the
derivative instruments at inception and subsequent valuation dates.
The classification of derivative instruments, including whether
such instruments should be recorded as liabilities or as equity, is
re-assessed at the end of each reporting
period.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet
effective, accounting pronouncements, and does not believe the
future adoption of any such pronouncements may be expected to cause
a material impact on its financial condition or the results of its
operations.
The Company accounts for stock-based compensation for employees and
directors in accordance with Accounting Standards Codification 718,
Compensation (“ASC 718”) as issued by the FASB. ASC 718 requires
all share-based payments to employees, including grants of employee
stock options, to be recognized in the statement of operations
based on their fair values. Under the provisions of ASC 718,
stock-based compensation costs are measured at the grant date,
based on the fair value of the award, and are recognized as an
expense over the employee’s requisite service period (generally the
vesting period of the equity grant). The fair value of the
Company’s common stock options are estimated using the Black
Scholes option-pricing model with the following assumptions:
expected volatility, dividend rate, risk free interest rate and the
expected life. The Company expenses stock-based compensation by
using the straight-line method. In accordance with ASC 718 and,
excess tax benefits realized from the exercise of stock-based
awards are classified as cash flows from operating activities. All
excess tax benefits and tax deficiencies (including tax benefits of
dividends on share-based payment awards) are recognized as income
tax expense or benefit in the condensed consolidated statements of
operations. The Company accounts for stock-based compensation
awards issued to non-employees for services, as prescribed by ASC
718-10, at either the fair value of the services rendered or the
instruments issued in exchange for such services, whichever is more
readily determinable, using the measurement date guidelines
enumerated in Accounting Standards Update (“ASU”) 2018-07.
In February 2016, the FASB issued ASU 2016-02, “Leases” Topic
842, which amends the guidance in former ASC Topic
840, Leases. The new standard increases transparency
and comparability most significantly by requiring the recognition
by lessees of right-of-use assets and lease liabilities on the
balance sheet for all leases longer than 12 months. Under the
standard, disclosures are required to meet the objective of
enabling users of financial statements to assess the amount,
timing, and uncertainty of cash flows arising from leases. For
lessees, leases will be classified as finance or operating, with
classification affecting the pattern and classification of expense
recognition in the income statement. The Company adopted the new
lease guidance effective January 1, 2019. The Company is not a
party to any leases and therefore is not showing any asset or
liability related to leases in the current period or prior
periods.
NOTE 3 - NOTES
PAYABLE
Notes payable at March 31, 2022
consist of the following: |
|
|
Unsecured note payable
bearing 8% interest, entire balance of principal and unpaid
interest due on demand |
|
$ |
124,230 |
|
|
|
|
|
|
Unsecured note payable
bearing 10% interest, entire balance of principal and unpaid
interest due on demand |
|
$ |
649,049 |
|
Total
notes |
|
$ |
773,279 |
|
2022 |
|
$ |
773,279 |
|
2023 |
|
$ |
-0- |
|
2024 |
|
$ |
-0- |
|
2025 |
|
$ |
-0- |
|
2026 |
|
$ |
-0- |
|
|
|
$ |
773,279 |
|
The Company imputed interest of $18,711 on the notes during
the quarter ended March 31, 2022.
NOTE 4 - EQUITY
All common stock numbers and exercise prices in this Note are
reflected on a post reverse split (5 to 1) basis, which
reverse split was effectuated on February 9, 2018.
During the three months ended March 31, 2022, the Company issued
15,900,000 options. Another 900,000 options were
re-issued to Directors at a new price and an extended term.
As consideration for the IP in the Asset Purchase Agreement between
the Company and Mr. Kidrin, Mr Kidrin was granted 15,000,000 options at an exercise
price of $0.07 per share for three years. The
Company recorded an option expense of $751,744. The
fair market value for Mr. Kidrin’s options was calculated using the
Black Scholes method assuming a risk free interest of 1.35%, 0% dividend yield, volatility of
174%, and an exercise price of $0.07 per share with a market price
of $0.07 per share at issuance date and an
expected life of 3 years. The options vested on
January 18, 2022.
The active directors of the Company received 300,000 options each on
January 3, 2022. The options were for service performed during
2019, 2021 and 2022 which were never issued. The Company
recorded an option expense for these options of $15,205
for the three months ended March 31, 2022. The fair market value
for these options was calculated using the Black Scholes method
assuming a risk free interest of 1.37%, 0% dividend yield, volatility of
142%, and an exercise price of $0.05 per share with a market price
of $0.05 per share at issuance date and an
expected life of 5 years. The options vest
six months from the date of
grant.
The active directors of the Company had their existing options
repriced and the terms extended another 5 years. The total number of
options that were repriced on February 16, 2022 was 900,000. The
Company recorded an option expense for these options of $38,713 for
the three months ended March 31, 2022. The fair market value for
these options was calculated using the Black Scholes method
assuming a risk free interest of 1.90%, 0% dividend yield, volatility of
153%, and an exercise price of $0.08 per share with a market price of
$0.08 per share at issuance date and an expected life of
5 years. The options are all vested
upon date of grant.
During the three months ended March 31, 2021, the Company issued
297,673
shares of common stock as settlement of accounts payable to a
related party. The value of the shares at the date of issuance was
$70,810 resulting in a loss
of $8,685. During the three
months ended March 31, 2021, the Company recorded an option expense
of $58,182
representing the amortization of the value of the options issued in
2020 that have not yet vested.
During the three months ended March 31, 2022, the Company recorded
an option expense of $805,392.
Stock Warrants and
Options |
Stock warrants/options
outstanding and exercisable on March 31, 2022 are as follows |
Exercise Price per
Share |
|
Shares Under
Option/warrant |
|
Remaining
Life in Years |
Outstanding |
|
|
|
|
$ |
0.325 |
|
|
|
3,400,000 |
|
|
|
0.83 |
|
$ |
0.15 |
|
|
|
5,220,000 |
|
|
|
0.50 |
|
$ |
0.15 |
|
|
|
580,000 |
|
|
|
0.75 |
|
$ |
0.05 |
|
|
|
200,000 |
|
|
|
0.75 |
|
$ |
0.30 |
|
|
|
200,000 |
|
|
|
0.75 |
|
$ |
0.25 |
|
|
|
5,000,000 |
|
|
|
1.42 |
|
$ |
0.24 |
|
|
|
200,000 |
|
|
|
1.42 |
|
$ |
0.05 |
|
|
|
1,000,000 |
|
|
|
1.63 |
|
$ |
0.07 |
|
|
|
15,000,000 |
|
|
|
2.80 |
|
$ |
0.27 |
|
|
|
300,000 |
|
|
|
3.70 |
|
$ |
0.3 |
|
|
|
100,000 |
|
|
|
3.75 |
|
$ |
0.05 |
|
|
|
900,000 |
|
|
|
4.75 |
|
$ |
0.08 |
|
|
|
900,000 |
|
|
|
4.88 |
|
Total |
|
|
|
|
33,000,000 |
|
|
|
|
|
Exercisable |
|
|
|
|
|
|
|
|
|
|
$ |
0.325 |
|
|
|
3,400,000 |
|
|
|
0.83 |
|
$ |
0.15 |
|
|
|
5,220,000 |
|
|
|
0.50 |
|
$ |
0.15 |
|
|
|
580,000 |
|
|
|
0.75 |
|
$ |
0.05 |
|
|
|
200,000 |
|
|
|
0.75 |
|
$ |
0.30 |
|
|
|
200,000 |
|
|
|
0.75 |
|
$ |
0.25 |
|
|
|
5,000,000 |
|
|
|
1.42 |
|
$ |
0.24 |
|
|
|
200,000 |
|
|
|
1.42 |
|
$ |
0.05 |
|
|
|
1,000,000 |
|
|
|
1.63 |
|
$ |
0.07 |
|
|
|
15,000,000 |
|
|
|
2.8 |
|
$ |
0.27 |
|
|
|
300,000 |
|
|
|
3.70 |
|
$ |
0.03 |
|
|
|
100,000 |
|
|
|
3.75 |
|
$ |
0.08 |
|
|
|
900,000 |
|
|
|
4.88 |
|
Total |
|
|
|
|
32,100,000 |
|
|
|
|
|
NOTE
5 - COMMITMENTS AND
CONTINGENCIES
The Company is committed to an employment agreement with its
President and CEO, Thom Kidrin. The agreement, dated as of August
28, 2018, is for five years with a one-year renewal option
held by Mr. Kidrin. The agreement provides for a base salary
of $200,000, which increases 10% on September 1 of
each year; a monthly car allowance of $500; an annual bonus equal to
2.5% of Pre-Tax Income (as defined in
the agreement); an additional bonus as follows: $75,000, if Pre-Tax Income for the
year is between 150% and 200% of the prior fiscal
year’s Pre-Tax Income or (B) $100,000, if Pre-Tax Income for the
year is between 201% and 250% of the prior fiscal
year’s Pre-Tax Income or (C) $200,000, if Pre-Tax Income for the
year is 251% or greater than the prior
fiscal year’s Pre-Tax Income, but in no event shall this additional
bonus exceed five (5%) percent of Pre-Tax Income
for such year; payment of up to $10,000 in life insurance
premiums; options to purchase 5 million
shares of Worlds Inc. common stock at an exercise price of
$0.25 per share, 2 million of which vested
on August 28, 2018, 1.5 million vested on
August 28, 2019 and the remaining 1.5 million vested on
August 28, 2020 ; a death benefit of at least $2 million dollars; and a payment equal
to 2.99 times his base
amount (as defined in the agreement) in the event of a Change of
Control (as defined in the agreement). The agreement also
provides that Mr. Kidrin can be terminated for cause (as defined in
the agreement) and that he is subject to restrictive covenants for
12 months after
termination.
NOTE
6 - RELATED PARTY
TRANSACTIONS
During the three months ended March 31, 2022, the Company entered
into an asset purchase agreement with Thom Kidrin the CEO of the
Company. The Company purchased certain IP which was transferred to
Worlds Online Inc., now called MariMed Inc.. Mr. Kidrin received
the IP as part of a settlement agreement he signed with MariMed
Inc. The purchase price was 15 million options to
purchase Worlds Inc. common stock at
$0.07 per share for three years, the closing market
price on the date of the agreement.
During the three months ended March 31, 2021, the Company issued
297,673 shares of common stock to Chris Ryan the CFO as
settlement of amounts previously recorded. The value of the shares
on the date of issuance was
$70,810. The Company recorded a loss of
$8,685 on the issuance of the shares.
During the three months ended March 31, 2021, the Company recorded
a gain on forgiveness of accounts payable related party due to the
Company’s CFO in the amount of $16,401.
The balance in the accrued expense attributable to related parties
is
$43,899 and
$33,899 at March 31, 2022 and December 31, 2021,
respectively.
See note 9 for a discussion on the convertible note receivable from
the related party.
NOTE 7 - PATENTS
Worlds Inc. currently has nine patents,
6,219,045 -
7,181,690 -
7,493,558 –
7,945,856, -
8,082,501, –
8,145,998 8,161,383, – 8,407,592 and 8,640,028.
NOTE 8 – ACCRUED
EXPENSES
Accrued expenses is comprised of (i)
$43,899 owed to related parties, (ii)
$205,000 related to a judgment against the Company relating
to unpaid consulting services dating back to April of 2001, (iii)
$1,305,009 related to old accruals for
which the statute of limitations has passed and therefore the
Company does not expect it will ever have to repay those amounts,
and (iv) $2,572
related to accruals for recurring operating expenses.
NOTE 9 – CONVERTIBLE NOTE RECEIVABLE –
RELATED PARTY
The Company made an investment in the form of a convertible note in
the amount of $200,000 to Canadian
American Standard Hemp (CASH). The convertible note has a 7% annual interest
rate and matures in 2 years. Interest and
principle is payable at maturity. The note can be converted at any
time, either all or part of the amount due can be converted into
the borrower’s equity. During the year ended December 31, 2020,
CASH merged with Real Brands, Inc. The note was amended with a new
maturity date of October 15, 2023. All other terms remained the
same. As consideration for the extension, the Company received
one million warrants to
purchase Real Brands, Inc. common stock at $0.05
per share. The convertible note and accrued interest of $34,961
can be converted into 28,868,589
shares of Real Brands common stock at a conversion price of
$0.008139. If
converted into common stock, the Company would own approximately
1% of Real Brands Inc.
Messrs. Kidrin, Toboroff and Christos are Directors of Real Brands
and Mr. Kidrin is the CEO and Mr. Ryan is the CFO of Real
Brands.
During the three months ended March 31, 2022, the Company earned
$3,500 in interest on the note.
During the three months ended March 31, 2021, the Company earned
$3,500 in interest on the note.
NOTE 10 – SALE OF
MARKETABLE SECURITIES
When Worlds Inc. spun off Worlds Online Inc. in January 2011, the
Company retained 5,936,115
shares of common stock in Worlds Online Inc. (now named MariMed
Inc.). Those shares were retained on the books of the Company with
a book value of $0.
During the three months ended March 31, 2022 the Company
generated net cash of $367,369 from the
sale of 500,000 shares of MariMed Inc.
common stock. The average price was
$0.73 per share.
During the three months ended March 31, 2021 the Company generated
net cash of $431,191 from the
sale of 495,000 shares of MariMed Inc.
common stock during the three months ended March 31, 2021 and
100,000 shares of
MariMed Inc. common stock at the end of December 2020 which was not
transferred to the Company’s bank account until January of 2021.
The average price per share was
$0.73 per share.
As of March 31, 2022, the Company still owns approximately
1.2 million shares of MariMed Inc.
common stock.
NOTE 11 – SUBSEQUENT
EVENTS
The Company evaluates events that have occurred after the balance
sheet date but before the financial statements are issued. Based
upon the evaluation, the Company did not identify any additional
recognized or non-recognized subsequent events that would have
required adjustment or disclosure in the financial
statements.
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 other filings by the Company
with the Commission, the words or phrases such as "anticipate,"
"believe," "could," "estimate," "expect," "intend," “hope”, "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 resulting from changes in political, social and economic
conditions (whether or not related to terrorism, war, pandemic,
weather, environmental or other factors) in the jurisdictions in
which we operate and changes to regulations that pertain to our
operations.
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, we transferred, through a spin-off to our then
wholly owned subsidiary, Worlds Online Inc. (currently named
MariMed Inc.), the majority of our operations and related
operational assets. On January 18, 2022 we entered into an asset
purchase agreement with Thom Kidrin, our CEO, for the IP that was
transferred over to MariMed Inc. Mr. Kidrin received the IP through
a settlement agreement that he reached with MariMed Inc.
We will be focused on monetizing our collection of non-fungible
tokens and our legacy celebrity virtual reality worlds and on
expanding our patent portfolio.
Revenues
We generated no revenue during the quarter.
Expenses
We classify our expenses into two broad groups:
• |
Cost of
revenues; and |
• |
selling,
general and administration. |
Liquidity and Capital Resources
We have had to limit our operations since mid-2001 due to a lack of
liquidity. However, we were able to issue equity and
convertible debt in the last few years and raise small amounts of
capital from time to time that, prior to the spinoff, was used to
enable us to begin upgrading our technology, develop new products
and actively solicit additional business, o protect, increase and
enforce our patent portfolio and more recently to expand our legacy
celebrity worlds and collection of non-fungible
tokens. Although we have been able to generate funds
through our sale of shares of MariMed Inc., we continue to pursue
additional sources of capital 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
will become available. If we cannot raise additional capital, form
an alliance of some nature with another entity, raise more funds
through the sale of shares of MariMed Inc., or start to generate
sufficient revenues, we may be unable to purchase additional
patents or otherwise expand operations through acquisition or
otherwise.
RESULTS OF OPERATIONS
Our net revenues for each of the three months ended March 31, 2022
and 2021 were $0. All the operations were transferred
over to Worlds Online Inc. in the spin off and we were unsuccessful
in prosecuting our patent infringement. Accordingly, going forward,
the Company’s sources of revenue are anticipated to be from the
monetizing our collection of non-fungible tokens and our legacy
celebrity virtual reality worlds. We still need to raise a
sufficient amount of capital to provide the resources required that
would enable us to expand our business.
Three months ended March 31, 2022 compared to three months ended
March 31, 2021
Selling general and administrative (SG&A) expenses decreased
substantially to $236,625 for the three months ended March 31, 2022
from $753,434 for the three months ended March 30, 2021. The
decrease of $516,809 is due to a decrease in legal fees related to
the patent litigation.
Salaries and related decreased by $3,462 to $49,894 from $53,356
for the three months ended March 31, 2022 and 2021, respectively.
The CEO’s salary is based on the terms of his 2018 employment
agreement and he is the Company’s only salaried employee.
For the three months ended March 31, 2021, the Company recorded an
option expense of $805,392, representing the expense associated
with the options issued and reissued during the quarter. For the
three months ended March 31, 2021, there was $58,182 of option
expense.
For the three months ended March 31, 2022 the Company had an
interest expense of $18,711 and for March 31, 2021 the Company had
an interest expense of $18,891.
For the three months ended March 31, 2022 the Company had interest
income of $3,500. For the three months ended March 31, 2021 the
Company had interest income of $3,500.
For the three months ended March 31, 2021, the Company recorded a
loss on issuance of shares for services of $8,685.
For the three months ended March 31, 2022, the Company had a gain
on sale of marketable securities of $367,369. For the three months
ended March 31, 2021, the Company had a gain on sale of marketable
securities of $431,191.
As a result of the foregoing, we realized a net loss of $739,753
for the three months ended March 31, 2022 compared to a net loss of
$457,857 in the three months ended March 31, 2021.
Liquidity and Capital Resources
At March 31, 2022, our cash and cash equivalents were $64,211. The
Company raised funds by selling shares of stock that the Company
retained in the spin off company MariMed Inc. during the three
months ended March 31, 2022. The Company raised $367,369 from
selling shares of MariMed Inc. common stock. The Company used
$344,079 in cash to pay for operating expenses during the three
months ended March 31, 2022.
At March 31, 2021, our cash and cash equivalents were $582,783. The
Company raised funds by selling shares of stock that the Company
retained in the spin off company MariMed Inc. during the three
months ended March 31, 2021. The Company raised $431,191 from
selling shares of MariMed Inc. common stock. The Company used
$319,495 in cash to pay for operating expenses during the three
months ended March 31, 2021.
Our primary cash requirements have been used to fund the cost of
operations and lawsuits, and patent enforcement, with additional
funds having been used in connection with the exploration of new
business lines.
We hope to raise additional funds to be used for further expansion
of our legacy celebrity worlds and collection of non-fungible
tokens No assurances can be given that we will be able
to raise any additional funds.
Item 4. Controls And Procedures
As of March 31, 2022, 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 not effective as of March 31, 2022.
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
Legal Proceedings
The Company has sought damages for patent infringement of the
Company’s patents. The Company's lawsuit against the
Activision entities was filed in 2012, with U.S. District Judge
Casper presiding over these proceedings. This lawsuit was
stayed in 2015 pending the outcome of six Inter Partes Review
(“IPR”) petitions filed by Bungie, Inc. to the U.S. Patent &
Trademark Office's Patent Trial and Appeal Board (“PTAB”).
Those IPR proceedings were finally concluded in Company's favor on
January 14, 2020, with each of the challenged patents and the
majority of the challenged claims surviving Bungie's
challenges. Returning to its District Court litigation, the
Company asked that Judge Casper lift the stay and allow the Company
to proceed in its lawsuit for patent infringement of the Company’s
patents against the Activision entities.
On April 17, 2020, Judge Casper issued an Order lifting the stay,
and setting a pre-trial schedule with a final pretrial conference
and trial to occur at a date to be determined after September 24,
2021. On May 19, 2020, Activision submitted a renewed motion
for summary judgment of patent invalidity under 35 U.S.C. 101,
and claimed that the asserted patents are directed to
patent-ineligible subject matter. Worlds opposed this motion
on June 9, 2020, and a hearing was held on July 22, 2020 at 3:00
p.m. The parties proceeded with fact and expert discovery up
to and including April 30, 2021. On April 30, 2021,
Judge Casper granted Activision’s summary judgment motion, entered
an Order finding that all asserted patents were invalid as directed
to patent-ineligible subject matter, and terminated the Company’s
lawsuit, with judgment for the Activision Entities. The
Company appealed this Order on May 28, 2021 to the U.S. Court of
Appeals for the Federal Circuit, sitting in Washington,
D.C. Oral argument occurred on March 8, 2022. On March 10,
2022, the Federal Circuit issued an Order affirming the District
Court’s judgment.
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 2021 Annual Report
on Form 10-K. There have been no material changes from the risk
factors previously disclosed in our 2021 Annual Report on Form
10-K.
The above notwithstanding, we are mindful of the COVID-19 pandemic
currently sweeping the world in general and in particular the
United States. Inasmuch as our business model does not rely on
sales of a product or services or consumer access thereto, we do
not believe that we will be negatively impacted by the pandemic and
the economic havoc it is currently wreaking on the economies of the
United States and the world. Having said that, it is possible that
if the pandemic continues for an extended period of time and/or
recurs again in the future, it may cause delays in the prosecution
of the Company’s lawsuit.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
During the three months ended March 31, 2022 and 2021 we did not
raise any funds through the sale of equity securities.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
(a) |
Filed previously with
the Proxy Statement Form DEF 14A on May, 19, 2010, as amended as
described in Proxy Statements on Form DEF 14A filed on June 7, 2013
and May 17, 2016, and incorporated herein by reference. |
(b) |
Filed previously with
the Proxy Statement Form DEF 14A on May, 19, 2010, and incorporated
herein by reference. |
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: May 13, 2022
WORLDS INC.
By: /s/Thomas
Kidrin
Thomas
Kidrin
President and CEO
By: /s/Christopher
Ryan
Christopher Ryan
Chief
Financial Officer
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