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 JuneSeptember 30, 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)

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):

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 August 9,November 3, 2022, 57,112,506shares of the Issuer's Common Stock were outstanding.

Worlds Inc.

Table of Contents 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Worlds Inc.

NOTES TO FINANCIAL STATEMENTS

SixNine Months Ended JuneSeptember 30, 2022

(Unaudited)

NOTE 1 – GOING CONCERN

As reflected in the accompanying financial statements, the Company has a working capital deficiency of $2,876,9143,078,587 and a stockholder’s deficiency of $2,876,9142,836,509 and used $606,544718,497 of cash in operations for the sixnine months ended JuneSeptember 30, 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 firstthree 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 $773,279in short term notes outstanding at JuneSeptember 30, 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 JuneSeptember 30, 2022, there were 27,620,00022,400,000 options and 4,380,000warrants outstanding and as of JuneSeptember 30, 2021, there were 11,720,000options and 4,380,000warrants outstanding whose effect is anti-dilutive and not included in diluted net loss per share for JuneSeptember 30, 2022, or for JuneSeptember 30, 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 JuneSeptember 30, 2022, and December 31, 2021, the Company recorded a reserve of $205,000for 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:

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

The Company imputed interest of $18,91919,127 on the notes during the quarter ended JuneSeptember 30, 2022.

NOTE 4 - EQUITY 

All common stock numbers and exercise prices in this Note are reflected on a post reverse split (5(5 to 1)1) basis, which reverse split was effectuated on February 9, 2018.

During the sixnine months ended JuneSeptember 30, 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..term.

As consideration for the IP in the Asset Purchase Agreement between the Company and Mr. Kidrin, Mr Kidrin was granted 15,000,000options at an exercise price of $0.07per share for three years.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 $0.07per share with a market price of $0.07per share at issuance date and an expected life of 3 years years.. The options vested on January 18, 2022.

The active directors of the Company received 300,000options 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 $31,10831,807 for the sixnine months ended JuneSeptember 30, 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 $0.05per share with a market price of $0.05per share at issuance date and an expected life of 5 years years.. The options vest 6six months months from the date of grant.

The active directors of the Company had their existing options repriced and the terms extended another 5 years 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 $38,444for the sixnine months ended JuneSeptember 30, 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 $0.08per share with a market price of $0.08per share at issuance date and an expected life of 5 years years.. The options are all vested upon date of grant.

During the sixnine months ended JuneSeptember 30, 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 sixnine months ended JuneSeptember 30, 2021, the Company recorded an option expense of $109,874 representing the amortization of the value of the options issued in 2020 that have not yet vested.

During the sixnine months ended JuneSeptember 30, 2022, the Company recorded an option expense of $821,296821,995.

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 5five yearsyears with a 1one-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 2.99times 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 12months after termination.  

NOTE 6 - RELATED PARTY TRANSACTIONS

During the sixnine months ended JuneSeptember 30, 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 million options to purchase Worlds Inc. common stock at $0.07 per share for 3three years, the closing market price on the date of the agreement.

During the sixnine months ended JuneSeptember 30, 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 sixnine months ended JuneSeptember 30, 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 $46,43851,438 and $33,89929,688 at JuneSeptember 30, 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 9nine 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) $46,43851,438 owed to related parties, (ii) $205,000related to a judgment against the Company relating to unpaid consulting services dating back to April of 2001, (iii) $1,305,009related 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) $2,972related 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 1000000one million warrants to purchase Real Brands, Inc. common stock at $0.05 per share. The convertible note and accrued interest of $$38,50042,078 can be converted into 29,303,39529,742,980 shares of Real Brands common stock at a conversion price of $$0.008139. If converted into common stock, the Company would own approximately 1%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 sixnine months ended JuneSeptember 30, 2022, the Company earned $7,039 10,617in interest on the note.

During the sixnine months ended JuneSeptember 30, 2021, the Company earned $7,03910,617 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 sixnine months ended JuneSeptember 30, 2022, the Company generated net cash of $606,136742,693 from the sale of 900,0001,100,000 shares of MariMed Inc. common stock. The average price was $0.700.68 per share. 

During the sixnine months ended JuneSeptember 30, 2021, the Company generated net cash of $864,9261,006,588 from the sale of 1,095,0001,245,000 shares of MariMed Inc. common stock during the sixnine months ended JuneSeptember 30, 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 $0.79 per share. 

As of JuneSeptember 30, 2022, the Company still owns approximately 850,000650,000 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:

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 JuneSeptember 30, 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 JuneSeptember 30, 2022 compared to three months ended JuneSeptember 30, 2021

Selling general and administrative (SG&A) expenses decreased substantially to $140,905$47,296 for the three months ended JuneSeptember 30, 2022, from $566,137$157,284 for the three months ended JuneSeptember 30, 2021. The decrease of $425,232$109,988 is due to a decrease in legal fees related to the patent litigation.

Salaries and related increased by $1,046$1,364 to $51,755$52,434 from $50,709$51,070 for the three months ended JuneSeptember 30, 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 JuneSeptember 30, 2022, the Company recorded an option expense of $15,904,$699, representing the expense associated with the options issued during the first quarter of 2022. For the three months ended JuneSeptember 30, 2021, there was $51,692$0 of option expense. 

For the three months ended JuneSeptember 30, 2022, the Company had an interest expense of $18,919$19,126 and for JuneSeptember 30, 2021, the Company had an interest expense of $18,891.$19,127.

For the three months ended JuneSeptember 30, 2022, the Company had interest income of $3,539.$3,578. For the three months ended JuneSeptember 30, 2021, the Company had interest income of $3,539.$3,578.

For the three months ended JuneSeptember 30, 2022, the Company had a gain on sale of marketable securities of $238,767.

$136,557. For the three months ended JuneSeptember 30, 2021, the Company had a gain on sale of marketable securities of $433,735. For the three months ended June 30, 2021, the Company had income from the settlement of litigation in the amount of $315,000.$141,662.  

As a result of the foregoing, we realized net income of $14,823$20,580 for the three months ended JuneSeptember 30, 2022, compared to net income of $64,817$232,759 in the three months ended JuneSeptember 30, 2021. 

Six

Nine months ended JuneSeptember 30, 2022 compared to sixnine months ended JuneSeptember 30, 2021

Revenue is $0 for the sixnine months ended JuneSeptember 30, 2022 and 2021. All the operations were transferred over to Worlds Online Inc. in the spin off. The business up to the spin off continued to run in a severely diminished mode due to the lack of liquidity. Post spin off we still 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 is $0 in the sixnine months ended JuneSeptember 30, 2022 and 2021.

Selling general and administrative (SG&A) expenses decreased by $942,041$1,052,029 from $1,319,471$1,476,855 to $377,530$424,826 for the sixnine months ended JuneSeptember 30, 2021 and 2022, respectively. The decrease is due to a decrease in legal costs related to the patent infringement litigation cases.  

Salaries and related decreased by $2,416$1,052 to $101,649$154,083 from $104,065$155,135 for the sixnine months ended JuneSeptember 30, 2022 and 2021, respectively.

For the sixnine months ended JuneSeptember 30, 2022, the Company recorded an option expense of $821,296,$821,995, the estimated fair value of the options issued in the first quarter of 2022. For the sixnine months ended JuneSeptember 30, 2021, the Company recorded $109,874 of option expense. 

For the sixnine months ended JuneSeptember 30, 2022, the Company had interest expense of $37,630.$56,756. For the sixnine months ended JuneSeptember 30, 2021, the Company had interest expense of $37,810.$56,937.

For the sixnine months ended JuneSeptember 30, 2022, the Company had interest income of $7,039.$10,617. For the sixnine months ended JuneSeptember 30, 2021, the Company had interest income of $7,039.$10,617.

For the sixnine months ended JuneSeptember 30, 2021, the Company recorded a loss on issuance of shares for services of $8,685.

For the sixnine months ended JuneSeptember 30, 2022, the Company had a gain on sale of marketable securities of $606,136.$742,693. For the sixnine months ended JuneSeptember 30, 2021, the Company had a gain on sale of marketable securities of $864,926.$1,006,588.

For the sixnine months ended JuneSeptember 30, 2021, the Company had income from the settlement of litigation in the amount of $315,000.

As a result of the foregoing, we realized a net loss of $724,930$704,350 for the sixnine months ended JuneSeptember 30, 2022 compared to a net loss of $393,040$475,281 in the sixnine months ended JuneSeptember 30, 2021. 

Liquidity and Capital Resources

At JuneSeptember 30, 2022, our cash and cash equivalents were $36,973.$58,000. The Company raised funds by selling shares of stock that the Company retained in the spin off company MariMed Inc. during the sixnine months ended JuneSeptember 30, 2022. The Company raised $606,136$742,693 from selling shares of MariMed Inc. common stock. The Company used $606,544$718,497 in cash to pay for operating expenses during the sixnine months ended JuneSeptember 30, 2022.

At JuneSeptember 30, 2021, our cash and cash equivalents were $647,115.$342,238. The Company raised funds by selling shares of stock that the Company retained in the spin off company MariMed Inc. during the sixnine months ended JuneSeptember 30, 2021. The Company raised $864,926 from selling shares of MariMed Inc. common stock.

The Company used $685,359$1,128,320 in cash to pay for operating expenses during the sixnine months ended JuneSeptember 30, 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.lines, looking to expand on our legacy celebrity worlds and the collection of non-fungible tokens.

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 JuneSeptember 30, 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 JuneSeptember 30, 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.

On June 8, 2022, the Company petitioned the Supreme Court of the United States for a writ of certiorari, which is the process required for asking the Supreme Court to review the judgment of the Federal Circuit. 

The Company was notified on October 4, 2022, that the Supreme Court has distributed this petitiondenied the Petition for conference on September 28, 2022. At that conference, the sitting Justices will vote on whether to hear the Company’s case.  Four affirmative votes from the nine Justices are required for the Supreme Court to hear the Company’s case.a writ of certiorari. The Company expects to hear by October 3, 2022 whether the Supreme Court will agree to review the Federal Circuit’s judgment. has exhausted all legal remedies in this patent infringement case.

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 sixnine months ended JuneSeptember 30, 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

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: August 10,November 4, 2022

WORLDS INC.

By: /s/Thomas Kidrin

Thomas Kidrin

President and CEO

By: /s/Christopher Ryan

Christopher Ryan

Chief Financial Officer