`
`
`
`
`
`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`FORM 10Q
`
`(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
`ACT OF 1934
`
`For the Quarterly Period ended March 31, 2015
`
`( ) 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 024115
`WORLDS INC.
`
`(Exact Name of Registrant as Specified in Its Charter)
`221848316
`Delaware
`(State or Other Jurisdiction of Incorporation or
`(I.R.S. Employer Identification No.)
`Organization)
`
`
`
`
`
`11 Royal Road
`Brookline, MA 02445
`(Address of Principal Executive Offices)
`
`(617) 7258900
`(Registrant's Telephone Number, Including Area Code)
`
`Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d)
`of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
`registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
`days. Yes [X] No [ ]
`
`Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if
`any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST
`during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
`files). Yes [ X ] No [ ]
`
`Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated
`filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and
`“smaller reporting company” in Rule 12b2 of the Exchange Act. (check one):
`
`
`0001
`
`BUNGIE - EXHIBIT 1035
`
`
`
`Large accelerated filer [ ] Accelerated filer [ ]
`
`Nonaccelerated filer [ ] Smaller reporting company [X]
`
`(Do not check if a smaller reporting company)
`Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act).
`Yes [ ] No [X]
`
`As of May 20, 2015, 112,460,637 shares of the Issuer's Common Stock were outstanding.
`
`
`
`(1)
`
`0002
`
`
`
`(table of contents)
`
`Worlds Inc.
`
`Table of Contents
`
`
`Balance Sheets as of March 31, 2015 (unaudited) and December 31, 2014 (audited)
`Statements of Operations for the three months ended March 31, 2015 and 2014 (unaudited)
`Statements of Cash Flows for the three months ended March 31, 2015 and 2014 (unaudited)
`Notes to Financial Statements
`
`
`
`(2)
`
` Page
`
`3
`
`
`4
`
`
`5
`
`
`6
`
`
`0003
`
`
`
`(table of contents)
`
`
`
`PART I – FINANCIAL INFORMATION
`
`
`
`
`
`
`Item 1. Financial Statements
`
`
`
`
`Worlds Inc.
`
`
`Balance Sheets
`
`
`March 31, 2015 and December 31, 2014
`Audited
`
`Unaudited
`
`
` March 31, 2015 December 31, 2014
`
`
`
`
`
`
`
`
`
`
`ASSETS:
`Current Assets
`
`
`
`
` $
`11,208 $
`27,661
`Cash and cash equivalents
`
`
`
`
`
`Total Current Assets
`
`11,208
`27,661
`
`
`
`
`
`
`Total assets
` $
`11,208 $
`27,661
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`LIABILITIES AND STOCKHOLDERS' DEFICIT:
`Current Liabilities
`
`
`
`
` $
`797,908 $
`797,908
`Accounts payable
`
`
`2,290,953
`2,287,977
`Accrued expenses
`
`
`66,120
`9,416
`Due to related party
`
`
`—
`426,591
`Derivative liability
`
`
`773,279
`773,279
`Notes payable
`
`
`325,000
`325,000
`Notes Payables
`Convertible notes payable (net of $13,822 discount at December 31, 2014)
`—
`11,803
`
`
`
`
`
`
`Total Current Liabilities
`
`
`4,253,260
`4,631,974
`
`
`
`
`
`
`
`
`
`
`Stockholders' (Deficit)
`
`
`
`
`
`
`
`
`
`Common stock (Par value $0.001 authorized 150,000,000 shares, issued
`and outstanding 112,460,637 and 96,851,941 at March 31, 2015 and
`December 31, 2014, respectively)
`Additional paid in capital
`Common stockwarrants
`Accumulated deficit
`Total stockholders deficit
`
`Total Liabilities and stockholders' deficit
`
`The accompanying notes are an integral part of these financial statements
`
`
`
`
`
`
`
`
`
`
`
`
`
` $
`
`
`
`
`
`112,461
`34,382,792
`97,869
`(38,835,174)
`(4,242,051)
`
`11,208 $
`
`
`
`96,852
`31,409,427
`97,869
`(36,208,461)
`(4,604,312)
`
`27,661
`
`
`
`
`
`
`(3)
`
`0004
`
`
`
`0005
`
`0005
`
`
`
`Revenues
`Revenue
`
`Total Revenue
`
`Cost and Expenses
`
`Cost of Revenue
`
`Gross Profit/(Loss)
`
`Option Expense
`Common Stock issued for services renderred
`Selling, General & Admin.
`Salaries and related
`
`Operating loss
`
`Other Income (Expense)
`Loss on settlement of convertible notes
`Gain (Loss) on change in fair value of derivative liability
`Interest Expense
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`$
`
`
`
`The accompanying notes are an integral part of these financial statements
`
`Unaudited
`3/31/2015
`
`
`
`
`
` Unaudited
`
`3/31/2014
`
`—
`
`—
`
`—
`
`—
`
`—
`
`—
`—
`75,408
`52,938
`
`(128,345)
`
`
`(2,336,035)
`(143,383)
`(18,950)
`
`(2,626,713)
`
`(0.03)
`104,972,714
`
`
`
`
`
`
`—
`
`—
`
`—
`
`—
`
`—
`
`66,451
`36,608
`89,535
`49,038
`
`(241,632)
`
`
`—
`98,534
`(246,846)
`
`(389,944)
`
` **
`94,052,429
`
`
`
`(table of contents)
`
`
`
`
`
`
`Worlds Inc.
`Statements of Operations
`For the three Months Ended March 31, 2015 and 2014
`
`
`
`
`
`Net Income/(Loss)
`
`Weighted Average Loss per share
`Weighted Average Common Shares Outstanding
`
`** less than 0.01
`
`
`
`(4)
`
`0006
`
`
`
`
`
`
`
`
`
`
` $
`
`
`
`
`
` Unaudited
`
`3/31/14
`
` $
`
`
`(389,944)
`
`
`
`
`Unaudited
`3/31/15
`
`
`(2,626,713)
`
`(table of contents)
`
`
`Worlds Inc.
`Statements of Cash Flows
`Three Months Ended March 31, 2015 and 2014
`
`
`
`
`
`Cash flows from operating activities:
`Net (loss)
`Adjustments to reconcile net loss to net cash (used in) operating
`activities
`Loss on settlement of convertible notes
`Fair value of stock options issued
`Common stock issued for services renderred
`Amortization of discount to note payable
`Changes in fair value of derivative liabilities
`Accounts payable and accrued expenses
`Due from/to related party
`Net cash (used in) operating activities:
`
`
`Cash flows from financing activities
`Proceeds from issuance of note payable
`Net cash provided by financing activities
`
`Net increase/(decrease) in cash and cash equivalents
`
`Cash and cash equivalents, including restricted, beginning of year
`
`Cash and cash equivalents, including restricted, end of period
`
`Noncash financing activities
`Issuance of Common stocks to retire notes payable and warrant
`
`
`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
`
`
`2,336,035
` —
`—
`13,822
`143,383
`60,315
`56,704
`(16,454)
`
`
`
`—
`—
`
`(16,454)
`
`27,661
`
`11,208
`
`
`629,181
`
`
`
`
`—
`—
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
` $
`
`
`
`
`
`
`
` $
` $
`
`
`
`—
`66,451
`36,608
`242,884
`(98,534)
`69,207
`8,862
`(64,466)
`
`
`
`100,000
`100,000
`
`35,534
`
`22,132
`
`57,666
`
`
`—
`
`
`
`
`—
`—
`
`
`
`
`(5)
`
`0007
`
`
`
`(table of contents)
`
`
`
`
`Worlds Inc.
`NOTES TO FINANCIAL STATEMENTS
`Three Months Ended March 31, 2015
`(Unaudited)
`
`
`NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
`
`Description of Business
`
`On May 16, 2011, the Company transferred, through a spinoff to its then wholly owned subsidiary,
`Worlds Online Inc., the majority of its operations and related operational assets. The Company retained
`its patent portfolio which it intends to continue to increase and to more aggressively enforce against
`alleged infringers. The Company also entered into a License Agreement with Worlds Online Inc. to
`sublicense its patented technologies.
`
`Basis of Presentation
`
`The accompanying financial statements have been prepared in conformity with accounting principles
`generally accepted in the United States of America ("US GAAP"), which contemplates continuation of
`the Company as a going concern. The Company has always been considered a developmental stage
`business, has incurred significant losses since its inception and has had minimal revenues from
`operations. The Company will require substantial additional funds for development and enforcement of
`its patent portfolio. There can be no assurance that the Company will be able to obtain the substantial
`additional capital resources to pursue its business plan or that any assumptions relating to its business
`plan will prove to be accurate. The Company has not been able to generate sufficient revenue or obtain
`sufficient financing which has had a material adverse effect on the Company, including requiring the
`Company to reduce operations. These factors raise substantial doubt about the Company's ability to
`continue as a going concern. For the past year the Company has been operating at a significantly reduced
`capacity, with only one full time employee, performing primarily consulting services and licensing
`software and using consultants to perform any additional work that may be required.
`
`Use of Estimates
`
`The preparation of financial statements in conformity with US GAAP requires management to make
`estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of
`contingent assets and liabilities at the date of the financial statements and the reported amounts of
`revenues and expenses during the reporting period. Actual results could differ from these estimates.
`
`Cash and Cash Equivalents
`
`Cash and cash equivalents are comprised of highly liquid money market instruments, which have original
`maturities of three months or less at the time of purchase.
`
`Due from Related Party
`
`Due from related party is comprised of cash payments made by Worlds Inc. on behalf of Worlds Online
`Inc. for shared operating expenses.
`
`0008
`
`
`
`
`Revenue Recognition
`
`Effective for the second quarter of 2011, the Company spun off its online businesses to Worlds Online
`Inc. The Company’s sources of revenue after the spin off is anticipated to be from sublicenses of the
`patented technology by Worlds Online and any revenue that may be generated from enforcing its patents.
`The Company recognizes revenue when all of the following criteria are met: evidence of an arrangement
`exists such as a signed contract, delivery has occurred, the price is fixed or determinable, and
`collectibility is reasonable assured. This will usually be in the form of a receipt of a customer’s
`acceptance indicating the product has been completed to their satisfaction except for development work
`and service revenue which is recognized when the services have been performed.
`
`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
`3601015 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal
`of LongLived Assets. Disclosure requires recognition of impairment of longlived 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 three months ended March 31, 2015.
`
`StockBased Compensation
`
`The Company accounts for stockbased compensation using the fair value method following the guidance
`set forth in section 71810 of the FASB Accounting Standards Codification for disclosure about Stock
`Based Compensation. This section requires a public entity to measure the cost of employee services
`received in exchange for an award of equity instruments based on the grantdate fair value of the award
`(with limited exceptions). That cost will be recognized over the period during which an employee is
`required to provide service in exchange for the award the requisite service period (usually the vesting
`period). No compensation cost is recognized for equity instruments for which employees do not render
`the requisite service.
`
`Income Taxes
`
`The Company accounts for income taxes under Section 7401030 of the FASB Accounting Standards
`Codification. Deferred income tax assets and liabilities are determined based upon differences between
`the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates
`and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are
`
`0009
`
`
`
`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.
`
`
`(6)
`
`0010
`
`
`
`(table of contents)
`
`
`Notes Payable
`
`The Company has $773,279 in short term notes outstanding at March 31, 2015 and December 31, 2014.
`The company has $325,000 in notes outstanding at March 31, 2015 and December 31, 2014,
`respectively.
`
`Comprehensive Income (Loss)
`
`The Company reports comprehensive income and its components following guidance set forth by section
`22010 of the FASB Accounting Standards Codification 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 2601045 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, 2015, there were 8,600,000 options whose effect is anti
`dilutive and not included in diluted net loss per share for March 31, 2015. The options and warrants may
`dilute future earnings per share.
`
`Commitments and Contingencies
`
`The Company follows subtopic 45020 of the FASB Accounting Standards Codification 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,
`
`0011
`
`
`
`2001 a judgment against the Company was rendered for approximately $205,000. As of March 31, 2015,
`and 2014 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 offbalance 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 7401025 for the three months ended
`March 31, 2015 and 2014, respectively.
`
`Subsequent Events
`
`On April 3, 2015 the company received a Notice of Allowance from the USPTO for the issuance of a 10th patent
`to be issued in July.
`
`On May 17, 2015 the company received notice from Bungie, Inc. that it had filed an IPR (Inter Party Review)
`with the USPTO challenging the validity of claims of the company’s patents # 7,181,690; 7,945,856; and
`7,493,558. The company will respond to the filing after review with counsel.
`
`On May 7, 2015 the company entered into a six month 10% $300,000 convertible debenture with RDW Capital,
`LLC.
`
`Recent Accounting Pronouncements
`
`The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU
`201508, 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 2 GOING CONCERN
`
`The accompanying financial statements have been prepared assuming that the Company will continue as a going
`concern. Since its inception, the Company has had periods where it had only minimal revenues from operations.
`There can be no assurance that the Company will be able to obtain the additional capital resources to fully
`implement its business plan or that any assumptions relating to its business plan will prove to be accurate. The
`Company is pursuing sources of additional financing and there can be no assurance that any such financing will
`be available to the Company on commercially reasonable terms, or at all. Any inability to obtain additional
`financing will likely have a material adverse effect on the Company, including possibly requiring the Company to
`reduce and/or cease operations.
`
`These factors raise substantial doubt about the ability of the Company to continue as a going concern. The
`financial statements do not include any adjustments that might result from the outcome of this uncertainty.
`
`
`(7)
`
`0012
`
`
`
`(table of contents)
`
`
`NOTE 3 EQUITY
`
`During the three months ended March 31, 2015, the company issued 15,608,696 common shares to the Class C
`Note holders in order to terminate the litigation between us, terminate all agreements between us, cancel all
`warrants we have previously issued to them as well as the outstanding balance of the Class C Notes. In order to
`have sufficient shares to deliver, we implemented the previously authorized amendment to our certificate of
`incorporation and increased our authorized common stock to one hundred fifty million shares.
`
`During the three months ended March 31, 2014, the Company issued 1,645,015 common shares by converting
`$224,375 of the convertible notes payable into common stock.
`
`During the three months ended March 31, 2014, the Company issued an aggregate of 150,000 shares of common
`stock as payment for services rendered with an aggregate value of $24,000.
`
`
`NOTE 4 NOTES PAYABLE
`
`We issued an aggregate of $2.4 million face amount of Senior Secured Convertible Notes (the “Notes”). The
`Notes are divided into Series A, Series B and Series C with the Series A and B Notes aggregating to $1.95
`million and the Series C Notes aggregating to $450,000. The Series A and Series B Notes were exchanged by the
`return of the face amount of the Notes and for 7 million shares of common stock of the Company. The remaining
`Series C Note carried a 14% annual interest rate upon default and is payable on March 13, 2016. The Company
`had determined that the conversion feature of the Notes represent an embedded derivative since the Notes are
`convertible into a variable number of shares upon conversion. On January 23, 2015 we entered into an agreement
`with the Series C note holders to, among other things, terminate the litigation between us, terminate all
`agreements between us, cancel all warrants we have previously issued to them as well as the outstanding balance
`of the Class C Note, provide for mutual releases and delivery of fifteen million six hundred and eight thousand
`and six hundred and ninety six shares of our common stock. In order to have sufficient shares to deliver, we
`implemented the previously authorized amendment to our certificate of incorporation and increased our authorized
`common stock to one hundred fifty million shares.
`
`The Notes are classified as a derivative liability and not a note payable, see Note 9 below.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`$
`
`
`$
`
`$
`$
`
`$
`$
`$
`$
`$
`$
`
`
`
`
`
`124,230
`
`
`649,049
`
`325,000
`1,098,279
`
`1,098,279
`0
`0
`0
`0
`1,098,279
`
`Notes payable at March 31, 2015 consist of the following:
`
`Unsecured note payable to a shareholder bearing 8% interest.
`Entire balance of principal and unpaid interest due on demand
`
`Unsecured note payable to a shareholder bearing 10% interest
`Entire balance of principal and unpaid interest due on demand
`
`Promissory notes
`Total current
`
`
`2015
`2016
`2017
`2018
`2019
`
`
`
`0013
`
`
`
`
`We had issued promissory notes in the amount of $325,000 during the year ended December 31, 2014. One of the
`Promissory Notes in the amount $50,000 was in lieu of payment of cash for an outstanding balance due to a
`consultant of the Company. The promissory notes carry a 6% annual interest rate and are payable upon the earlier
`of (a) 24 months from the date of the promissory note or (b) the Company reaching a settlement(s) on a patent
`infringement claim(s) and receiving an aggregate of at least $2 million net proceeds from such settlement(s).
`
`The holders of the promissory notes shall receive repayment in the full face amount of the note from the initial
`$500,000 the Company actually receives from the net proceeds of its patent infringement claim(s) or from the net
`proceeds of a public offering. In addition the holder shall receive a preferred return (i) in an amount equal to up to
`200% of the initial face amount of the note out of available cash by sharing with all other investors in this series
`of notes in the allocation of 50% of the available cash received by the Company form $2M $4M and (ii) in an
`amount equal to up to 100% of the initial face amount of the note out of available cash by sharing with all other
`investors in this series of notes in the allocation of 25% of the available cash received by the Company from $4M
` $6M. In other words, if the Company collects $6M in the net proceeds of available cash, the holder will receive
`a return equal to 400% of its investment.
`
`
`(8)
`
`0014
`
`
`
`(table of contents)
`
`
`NOTE 5 – STOCK OPTIONS
`
`We previously reported that in January 2014 we extended the term of 7.5 million stock options granted to our
`President and CEO, Thom Kidrin, from March 31, 2014 to March 31, 2016. We have now learned that this
`disclosure was incorrect inasmuch as the approval of the extension was premised on the erroneous supposition
`that Mr. Kidrin’s options were only 18 month options and were expiring on March 31, 2014, when in fact they
`were five (5) year options expiring in September 2017. The options in question were granted pursuant to the terms
`of Mr. Kidrin’s Employment Agreement dated as of August 30, 2012, which was filed as Exhibit 10.2 to our
`Annual Report on Form 10K for the ended December 31, 2012, which clearly states that the options had a term
`of five (5) years.
`
`We reported in the Form 10K for the year ended December 31, 2012 and in subsequent periods that Mr. Kidrin’s
`options were for an eighteenmonth period, which was predicated on the execution of an option agreement of
`similar term. We inadvertently executed two versions of an option agreement in March 2013, one having a five
`year term and one having an eighteen month term without realizing that there were two versions. The fiveyear
`version was maintained in our files, but we erroneously provided only the eighteenmonth version to our
`independent auditor and prepared our financial statements and disclosures based upon an eighteenmonth option
`term for Mr. Kidrin. We continued to erroneously rely on the wrong document until September 2014.
`
`Accordingly, to the extent that the Board extended the options in January 2014, such extension was premised upon
`a mistake of fact and the Board action was taken in error. Indeed, because even the purported extension would, if
`effective, shorten the five year term of Mr. Kidrin’s options, such action would have been contrary to the Board’s
`intent. However, in the Annual Report for 2012 and in each periodic report since that date, the options were
`erroneously described as 18 month options expiring in March 2014 and our two most recent quarterly reports
`reported the erroneous extension. The disclosure came to light as we reviewed our disclosures as a result of the
`lawsuit described below, and located the March 2013 version of the option agreement. Inasmuch as disclosing the
`options as 18 months versus five years did not impact in any way our assets or retained earnings, it had an impact
`of approximately 10% on our income statement, (an overstatement of net income by approximately $169,330 for
`2012; no impact on net income for 2013; and an understatement of net income by approximately $1,119,860 for
`each of the first two quarters of 2014). Management believes that this is noncash book entry is not indicative in
`any way as to the health of the company. However, in an abundance of caution, we restated our annual reports
`for 2012 and 2013 and all periodic reports commencing in 2013.
`
`No stock options were issued during the three months ended March 31, 2015 and no stock options were exercised
`during the three months ended March 31, 2015.
`On January 23, 2015 we entered into an agreement with the Class C note holders who held four million five
`hundred thirty five thousand seven hundred and fourteen warrants to purchase our common stock. The settlement
`agreement, among other things, cancelled all warrants we have previously issued to them.
`
`During the three months ended March 31, 2014, the Company issued 450,000 options to the Company’s directors.
`The directors, Bernard Stolar, Robert Fireman and Edward Gildea each received 100,000 options for serving as
`board members in 2014. Edward Gildea joined the board on January 10, 2014 and received an additional 150,000
`options for joining the Company’s board.
`
`During the three months ended March 31, 2014, the Company recorded an option expense of $66,451 equal to the
`estimated fair value of the options at the date of grants. The fair market value was calculated using the Black
`Scholes options pricing model, assuming approximately 0.93% riskfree interest, 0% dividend yield, 210%
`volatility, and expected life of 5 years.
`
`
`Stock Warrants and Options
`Stock warrants/options outstanding and exercisable on March 31, 2015are as follows:
`
`0015
`
`
`
`
`Shares Under Option/warrant
`
`
`Remaining Life in Years
`
`
`
`2.75
`3.75
`3.75
`2.50
`.35
`2.50
`
`
`2.75
`3.75
`3.75
`2.50
`0.35
`2.50
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Exercise Price per Share
`
` Exercisable
`
`
`
`0.19
`0.155
`0.14
`0.115
`0.11
`0.070
`
`
`0.19
`0.115
`0.14
`0.115
`0.11
`0.070
`
`
`
`200,000
`200,000
`250,000
`300,000
`150,000
`7,500,000
`
`
`200,000
`200,000
`250,000
`300,000
`150,000
`7,500,000
`
`
` Outstanding
`$
`$
`$
`$
`$
`$
`$
`
`$
`$
`$
`$
`$
`$
`
`
`NOTE 6 COMMITMENTS AND CONTINGENCIES
`
`The Company is committed to an employment agreement with its President and CEO, Thom Kidrin. The
`agreement, dated as of August 30, 2012, is for five years with a oneyear renewal option held by Mr. Kidrin. The
`agreement provides for a base salary of $175,000, which increases 10% on September 1 of each year; a monthly
`car allowance of $500; an annual bonus equal to 2.5% of PreTax Income (as defined in the agreement); an
`additional bonus as follows: $75,000, if PreTax Income for the year is between 150% and 200% of the prior
`fiscal year’s PreTax Income or (B) $100,000, if PreTax Income for the year is between 201% and 250% of the
`prior fiscal year’s PreTax Income or (C) $200,000, if PreTax Income for the year is 251% or greater than the
`prior fiscal year’s PreTax 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 7.5 million
`shares of Worlds Inc. common stock at an exercise price of $0.076 per share, all of which vested on August 30,
`2012; 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.
`
`
`(9)
`
`0016
`
`
`
`(table of contents)
`
`
`NOTE 7 RELATED PARTY TRANSACTIONS
`
`On May 16, 2011, the Company transferred, through a spinoff to its then wholly owned subsidiary,
`Worlds Online Inc., the majority of its operations and related operational assets. The Company retained
`its patent portfolio which it intends to continue to increase