Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

form10q.htm

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

FORM 10-Q

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

For the Quarterly Period ended September 30, 2024

[ ]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 November 12, 2024, 57,112,506 shares of the Issuer's Common Stock were outstanding.

Worlds Inc.

Table of Contents

		Page
Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023 (audited)			2
Statements of Operations for the nine and three months ended September 30, 2024 and 2023 (unaudited)			3
Statements of Stockholders' Deficit for the nine months ended September 30, 2023 and 2024 (unaudited)			4
Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)			5
Condensed Notes to Financial Statements			6

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Worlds Inc.
Balance Sheets
September 30, 2024 and December 31, 2023
		Unaudited		Audited
		September 30, 2024		December 31, 2023
ASSETS:
Current Assets
Cash and cash equivalents		$	31,253			$	244,856
Prepaid expenses			20,545				20,545
Total Current Assets			51,798				265,401
Total assets		$	51,798			$	265,401
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current Liabilities
Accounts payable		$	798,908			$	798,108
Accrued expenses related party			248,765				148,151
Accrued expenses			1,746,977				1,688,026
Notes payable exceeding statute of limitations			773,279				773,279
Total Current Liabilities			3,567,929				3,407,564
Total Liabilities			3,567,929				3,407,564
Common stock (Par value $0.001authorized 250,000,000shares, issued and outstanding 57,112,506at September 30, 2024 and December 31, 2023			57,113				57,113
Additional paid in capital			42,335,725				42,335,725
Common stock-warrants			1,206,913				1,206,913
Accumulated deficit			(47,115,882	)			(46,741,914	)
Total stockholders' deficit			(3,516,131	)			(3,142,163	)
Total Liabilities and stockholders' deficit		$	51,798			$	265,401
The accompanying notes are an integral part of these financial statements

Worlds Inc.
Statements of Operations
For the Nine and Three Months Ended September 30, 2024 and 2023
		Unaudited		Unaudited
		Nine Months Ended		Three Months Ended
		September 30		September 30
		2024		2023		2024		2023
Revenue
Revenue		$	-				-			$	-				-
Total Revenue			-				-				-				-
Cost and Expenses
Cost of Revenue			-				-				-				-
Gross Profit/(Loss)			-				-				-				-
Selling General & Admin.			122,758				72,665				61,971				16,263
Salaries and related			194,426				161,760				65,128				53,826
Operating loss			(317,184	)			(234,425	)			(127,099	)			(70,089	)
Gain on sale of marketable securities			-				76,839				-				-
Interest expense			(56,784	)			(58,262	)			(19,127	)			(20,632	)
Net Income/(Loss)		$	(373,968	)			(215,848	)		$	(146,226	)			(90,721	)
Weighted Average Gain (Loss) per share, basic and diluted		$	(0.00)				(0.00	)		$	(0.00	)			(0.00	)
Weighted Average Common Shares Outstanding, basic and diluted			57,112,506				57,112,506				57,112,506				57,112,506
The accompanying notes are an integral part of these financial statements

Worlds Inc.
Statement of Stockholders' Deficit
For the Nine Months Ended September 30, 2023 and 2024 - Unaudited
						Additional		Common				Total
		Stock		Stock		Paid-in		Stock		Accumulated		stockholders'
		Shares		Amount		capital		Warrants		Deficit		Deficit
Balances, December 31, 2022			57,112,506				57,113				42,335,725				1,206,913				(46,824,093	)			(3,224,342	)
Net Loss			-				-				-				-				(29,510	)			(29,510	)
Balances. March 31, 2023			57,112,506				57,113				42,335,725				1,206,913				(46,853,603	)			(3,253,852	)
Net Loss			-				-				-				-				(95,617	)			(95,617	)
Balances, June 30, 2023			57,112,506				57,113				42,335,725				1,206,913				(46,949,220	)			(3,349,469	)
Net Loss			-				-				-				-				(90,721	)			(90,721	)
Balances, September 30, 2023			57,112,506				57,113				42,335,725				1,206,913				(47,039,941	)			(3,440,190	)
Balances, December 31, 2023			57,112,506				57,113				42,335,725				1,206,913				(46,741,914	)			(3,142,163	)
Net Loss			-				-				-				-				(105,862	)			(105,862	)
Balances, March 31, 2024			57,112,506				57,113				42,335,725				1,206,913				(46,847,776	)			(3,248,025	)
Net Loss			-				-				-				-				(121,880	)			(121,880	)
Balances, June 30, 2024			57,112,506				57,113				42,335,725				1,206,913				(46,969,656	)			(3,369,905	)
Net Loss			-				-				-				-				(146,226	)			(146,226	)
Balances, September 30, 2024			57,112,506				57,113				42,335,725				1,206,913				(47,115,882	)			(3,516,131	)
The accompanying notes are an integral part of these financial statements

Worlds Inc.
Statements of Cash Flows
Nine Months Ended September 30, 2024 and 2023
		Unaudited		Unaudited
		9/30/2024		9/30/2023
Cash flows from operating activities:
Net Income/(loss)		$	(373,968	)		$	(215,848	)
Adjustments to reconcile net loss to net cash used in operating activities
Realized gain on sale of marketable securities			-				(76,839	)
Accounts payable and accrued expenses related party			100,614				60,331
Accounts payable and accrued expenses			59,751				151,827
Net cash (used in) operating activities:			(213,603	)			(80,529	)
Cash flows from investing activities
Cash received from sale of marketable securities			-				76,839
Cash provided by investing activities			-				76,839
Cash flows from financing activities
Loan payable related party			-				27,000
Net cash provided by financing activities			-				27,000
Net increase/(decrease) in cash and cash equivalents			(213,603	)			23,310
Cash and cash equivalents, including restricted, beginning of year			244,856				7,778
Cash and cash equivalents, including restricted, end of period		$	31,253			$	31,088
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		$	-			$	-
Income taxes		$	-			$	-
The accompanying notes are an integral part of these financial statements

Worlds Inc.

NOTES TO FINANCIAL STATEMENTS

Nine Months Ended September 30, 2024

(Unaudited)

NOTE 1 - GOING CONCERN

As reflected in the accompanying financial statements, the Company has a working capital deficiency of $3,516,131and a stockholder's deficiency of $3,516,131and used $213,603of cash in operations for the nine months ended September 30, 2024. 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. The Company also continues to operate its chat platform which has over 200,000registered users and, which is accessed, on average, by approximately 10,000monthly users.

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 2023, 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.

Advertising Expenses

Advertising costs are expensed as incurred. There were noadvertising costs in the nine months ended September 30, 2024 and 2023.

Research and Development Costs

Research and development costs are charged to operations as incurred. There were noresearch and development costs in the nine months ended September 30, 2024 and 2023.

Prepaid Expenses

Prepaid expenses is a retainer paid to a law firm. The balance at September 30, 2024 is $20,545. The balance at December 31, 2023 is $20,545.

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 nine months of 2024 and 2023.

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 services 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 September 30, 2024 and December 31, 2023. 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 September 30, 2024, there were 16,600,000options and nowarrants outstanding and as of September 30, 2023, there were 17,200,000options and nowarrants outstanding whose effect is anti-dilutive and not included in diluted net loss per share for September 30, 2024 or for September 30, 2023. 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 September 30, 2024, and December 31, 2023 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, 2023.

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.

NOTE 3 - NOTES PAYABLE

Notes payable at September 30, 2024 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
2024 (3 months remaining)		$	773,279
2025		$	-0-
2026		$	-0-
2027		$	-0-
2028		$	-0-
		$	773,279

The Company accrued interest of $56,784on the notes during the nine months ended September 30, 2024.

NOTE 4 - EQUITY

The Company did not issue any shares of common stock, options or warrants in the nine months ending September 30, 2024 or in the nine months ending September 30, 2023.

	Stock Warrants and Options
	Stock warrants/options outstanding and exercisable on September 30, 2024 are as follows
Exercise Price per Share	Shares Under Option/warrant	Remaining Life in Years
Outstanding
$	0.07			15,000,000		0.30
$	0.27			300,000		1.13
$	0.05			600,000		2.26
$	0.08			700,000		2.38
Total			16,600,000
Exercisable
$	0.07			15,000,000		0.30
$	0.27			300,000		1.13
$	0.05			600,000		2.26
$	0.08			700,000		2.38
Total			16,600,000

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 fiveyears with one-year renewal options held by Mr. Kidrin. Prior to its expiration, Mr. Kidrin agreed to a one year extensionof his employment agreement. Mr Kidrin agreed to an additional one year extensionin 2024. 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 $10,000in life insurance premiums; options to purchase 5 millionshares of Worlds Inc. common stock at an exercise price of $0.25per share, 2 millionof which vested on August 28, 2018, 1.5 millionvested on August 28, 2019 and the remaining 1.5 millionvested on August 28, 2020 ; a death benefit of at least $2 milliondollars; 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 nine months ended September 30, 2023, Mr. Kidrin the CEO of the Company loaned the Company $47,000to cover operating expenses. The Company repaid Mr. Kidrin $20,000in April of 2023.

The balance of the loan was repaid in the fourth quarter of 2023. The balance as of September 30, 2024 is $0.

The balance in the accrued expense attributable to related parties is comprised of accrued salary due the CEO based on an employment agreement for $167,577, $75,614change from the December 31, 2023 balance and an accrued consulting fee to the CFO in the amount of $81,188, an increase of $25,000in the nine months ended September 30, 2024 for a total of $248,765at September 30, 2024.

The balance in the accrued expense attributable to related parties at December 31, 2023 is comprised of accrued salary due the CEO based on an employment agreement for $91,963 and an accrued consulting fee to the CFO in the amount of $56,188 for a total of $148,151 at December 31, 2023.

NOTE 7 - ACCRUED EXPENSES

Accrued expenses is comprised of (i) $248,765owed to related parties, (ii) $205,000related to a judgment against the Company relating to unpaid consulting services dating back to April of 2001, for which collection has not been sought in two decades so the Company does not expect it will ever have to pay it, (iii) $1,513,560related 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, (iv) $10,637related to accruals for recurring operating expenses, and (v) $17,780related to a judgement requiring the Company to reimburse litigation fees.

NOTE 8 - PREPAID EXPENSES

Prepaid expenses at September 30, 2024 is $20,545and is comprised of a retainer paid to a law firm. Prepaid expenses at December 31, 2023 is comprised of a retainer to a law firm in the amount of $20,545.

NOTE 9 - SALE OF MARKETABLE SECURITIES

When Worlds Inc. spun off Worlds Online Inc. in January 2011, the Company retained 5,936,115shares 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 nine months ended September 30, 2024, there were nosales of stock.

During the nine months ended September 30, 2023 the Company generated net cash of $76,839from the sale of 200,000shares of MariMed Inc. common stock. The average price was $0.40per share.

As of September 30, 2024, the Company still owns approximately 350,000shares of MariMed Inc. common stock.

NOTE 10 - 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. We retained our patent portfolio. We also entered into a License Agreement with MariMed Inc. to sublicense patented technologies, which agreement has since expired.

At present, the Company's anticipated sources of revenue will be from any revenue that may be generated from monetizing our collection of non-fungible tokens and our legacy celebrity virtual reality worlds and from other applications of our technology that we may develop. We are also exploring options to acquire an operating business. No assurance can be given that we will generate material revenues from these efforts or that we will be successful in acquiring an operating business.

Worlds has been running the Worlds Chat platform continuously since 1996. It is generally recognized as the first and longest running 3D virtual platform.

Upon registration, Worlds' members are able to access over 200 virtual worlds and customize their avatars with company developed clothing and characters.

The Company offers an upgraded VIP service for $2 per month. There are over 200,00 registered users in the Worlds database. There are currently, on average, 10,000 monthly users accessing the Worlds chat service.

The Worlds platform utilizes software tools that allow the individual users to create their own custom worlds and invite other Worlds users to visit their custom-built world. The user's custom worlds are hosted on the user's own servers but most authentic their access through the Worlds authentication servers.

The company has been porting the Worlds Chat service to the Amazon Cloud (AWS) over the past 3 months.

Concurrent with the porting the company has been developing under third party contract a new upgraded platform and expects to launch the new service in Q1 2025.

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, and more recently to protect, increase and enforce our patent portfolio.

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

Revenue was $0 for the three months ended September 30, 2024 and 2023. Since the termination of our patent infringement lawsuits, the Company's sources of revenue are anticipated to be from monetizing our collection of non-fungible tokens from 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 September 30, 2024 compared to three months ended September 30, 2023

Selling general and administrative (SG&A) expenses increased by $45,708 to $61,971 for the three months ended September 30, 2024 from $16,263 for the three months ended September 30, 2023. The increase is due to an increase in data center costs and the cost of a consultant for advisory services in the capacity of finding investors to invest in the Company.

Salaries and related increased by $11,302 to $65,128 from $53,826 for the three months ended September 30, 2024 and 2023, 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 September 30, 2024 the Company had interest expense of $19,127. For the three months ended September 30, 2023, the Company had interest expense of $20,632.

As a result of the foregoing, we realized a net loss of $146,226 for the three months ended September 30, 2024 compared to a net loss of $90,721 in the three months ended September 30, 2023.

Nine months ended September 30, 2024 compared to nine months ended September 30, 2023

Revenue is $0 for the nine months ended September 30, 2024 and 2023. 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 nine months ended September 30, 2024 and 2023.

Selling general and administrative (SG&A) expenses increased by $50,093 from $72,665 to $122,758 for the nine months ended September 30, 2023 and 2024, respectively. The increase is due to an increase in data center costs and the cost of a consultant for advisory services in the capacity of finding investors to invest in the Company.

Salaries and related increased by $32,666 to $194,426 from $161,760 for the nine months ended September 30, 2024 and 2023, 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 nine months ended September 30, 2024, the Company had interest expense of $56,784. For the nine months ended September 30, 2023, the Company had interest expense of $58,262.

For the nine months ended September 30, 2023, the Company had a gain on sale of marketable securities of $76,839. The Company did not sell any securities in the nine months ended September 30, 2024.

As a result of the foregoing, we realized a net loss of $373,968 for the nine months ended September 30, 2024 compared to a net loss of $215,848 in the nine months ended September 30, 2023.

Liquidity and Capital Resources

At September 30, 2024, our cash and cash equivalents were $31,253. The Company was unable to raise funds during the nine months ended September 30, 2024. The Company used $213,604 in cash to pay for operating expenses during the nine months ended September 30, 2024.

At September 30, 2023, our cash and cash equivalents were $31,088. The Company raised funds by selling shares of stock that the Company retained in the spin off company MariMed Inc. during the nine months ended September 30, 2023. The Company raised $76,839 from selling shares of MariMed Inc. common stock. The Company used $80,529 in cash to pay for operating expenses during the nine months ended September 30, 2023.

Historically, 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 September 30, 2024, 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 September 30, 2024.

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

None

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 2023 Annual Report on Form 10-K. There have been no material changes from the risk factors previously disclosed in our 2023 Annual Report on Form 10-K.

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

During the nine months ended September 30, 2024 and 2023 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

	3.1			Certificate of Incorporation (a)
	3.2			By-Laws Restated as Amended (b)
	31.1			Certification of Chief Executive Officer
	31.2			Certification of Chief Financial Officer
	32.1			Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
	32.2			Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
	101.	INS* XBRL		Instance Document
	101.	SCH*XBRL		Taxonomy Extension Schema
	101.	CAL*XBRL		Taxonomy Extension Calculation Linkbase
	101.	DEF*XBRL		Taxonomy Extension Definition Linkbase
	101.	LAB*XBRL		Taxonomy Extension Label Linkbase
	101.	PRE*XBRL		Taxonomy Extension Presentation Linkbase

(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: November 12, 2024

WORLDS INC.

By: /s/Thomas Kidrin

Thomas Kidrin

President and CEO

By: /s/Christopher Ryan

Christopher Ryan

Chief Financial Officer

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