SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
10-Q
(X)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For
the Quarterly Period ended March 31, 2010
( )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the
transition period from __________________ to __________________
Commission
File number 0-24115
WORLDS.COM
INC.
(not
affiliated with Worldcom, Inc.)
(Exact
Name of Registrant as Specified in Its Charter)
|
New
Jersey 22-1848316
------------------------------- -----------------------
(State
or Other Jurisdiction
of (I.R.S.
Employer Identification No.)
Incorporation or Organization)
|
11 Royal
Road
Brookline, MA
02445
(Address
of Principal -Eexecutive Offices)
(617)
725-8900
(Registrant's
Telephone Number, Including Area Code)
Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes [ ] No
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (check one):
Large
accelerated filer [
] Accelerated
filer [ ]
Non-accelerated
filer [
] Smaller
reporting company [X]
(Do not
check if a smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ ] No [X]
As of May
10, 2010, 57,368,348 shares of the Issuer's Common Stock were
outstanding.
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
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Page
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Condensed
Balance Sheets as of March 31, 2010
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3
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Condensed
Statements of Operations for the three months ended March 31, 2010 and
2009
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4
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Condensed
Statements of Cash Flows for the three months ended March 31, 2010 and
2009
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5
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Notes
to Condensed Financial Statements
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6
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Worlds.com
Inc
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Balance
Sheets
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March
31, 2010 and December 31, 2009
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Unaudited
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Audited
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31-Mar-10 |
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31-Dec-09
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Current
Assets
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| |
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Cash
and cash equivalents
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$ |
114,417 |
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Total
Current Assets
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114,417 |
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0 |
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Property
and equipment, net of
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accumulated
depreciation
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3,102 |
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3,883 |
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TOTAL
ASSETS
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$ |
117,519 |
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$ |
3,883 |
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Current
Liabilities
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Cash
Overdraft
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$ |
1,175 |
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Accounts
payable
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782,784 |
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782,784 |
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Accrued
expenses
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1,651,588 |
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1,589,587 |
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Loan
payable officer
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- |
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4,000 |
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Deferred
Revenue
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466,950 |
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541,950 |
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Notes
Payable
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773,279 |
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948,279 |
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Total
Current Liabilities
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3,674,601 |
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3,867,776 |
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Stockholders
(Deficit)
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Common
stock (Par value $0.001 authorized 65,000,000 shares, issued and
outstanding 53,663,758 and 53,663,758 at March 31, 2010 and December 31,
2009 respectively)
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$ |
53,663 |
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$ |
53,663 |
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Common
stock to be issued (3,704,590 shares)
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3,704 |
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Additional
Paid in Capital
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22,575,468 |
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22,258,713 |
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Accumulated
Deficit
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(26,189,917 |
) |
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(26,176,269 |
) |
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Total
stockholders deficit
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(3,557,082 |
) |
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(3,863,893 |
) |
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Total
Liabilities and stockholders deficit
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$ |
117,519 |
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$ |
3,883 |
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See
Notes to Condensed Financial
Statements
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Worlds.com
Inc
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Statement
of Operations
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Three
Months Ended March 31, 2010 and March 31, 2009
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Three
months ended March 31
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2010
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2009
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Revenues
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Revenue
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$ |
75,536 |
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$ |
494 |
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Total
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75,536 |
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494 |
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Cost
and Expenses
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Cost
of Revenue
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4,781 |
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124,795 |
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Gross
Profit
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70,755 |
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(124,301 |
) |
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Selling,
General & Admin.
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84,403 |
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118,141 |
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Operating
loss
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(13,648 |
) |
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(242,442 |
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Other
Income Expense
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Interest
Expense
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Net
Loss
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$ |
(13,648 |
) |
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$ |
(242,442 |
) |
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See
Notes to Condensed Financial
Statements
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Worlds.com
Inc
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Statement
of Cash Flows
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Three
Months Ended March 31, 2010 and March 31, 2009
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31-Mar-10
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31-Mar-09
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Cash
flows from operating activities
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Net
(loss)
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$ |
(13,648 |
) |
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$ |
(242,441 |
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Adjustments
to reconcile net loss to net cash used
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in
operating activities
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Depreciation
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781 |
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908 |
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Cash
Overdraft
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(1,175 |
) |
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Accounts
payable and accrued expenses
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62,000 |
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100,368 |
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Deferred
Revenue
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(75,000 |
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Net
cash used in operating activities
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(27,042 |
) |
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(141,165 |
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Cash
flows from financing activities
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Proceeds
from exercise of warrants
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145,459 |
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Repayment
of officer loan payable
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(4,000 |
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Net
cash provided by financing activities
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141,459 |
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Net
(decrease) in cash
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114,417 |
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(141,165 |
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Cash
beginning of period
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0 |
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166,535 |
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Cash
end of period
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$ |
114,417 |
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$ |
25,370 |
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Supplemental
disclosure of cash flow information:
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Cash
paid during the period for
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Interest
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$ |
- |
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$ |
- |
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Income
taxes
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$ |
- |
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$ |
- |
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| See
Notes to Condensed Financial
Statements |
Worlds.com
Inc.
NOTES TO
FINANCIAL STATEMENTS
Three
Months Ended March 31, 2010
(Unaudited)
NOTE 1 –
DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
Description
of Business
Worlds.com
Inc. (the "Company") designs and develops software content and related
technologies for the creation of interactive, three-dimensional ("3D") Internet
sites on the World Wide Web. Using in-house technology the Company creates its
own Internet sites, as well as sites available through third party on-line
service providers.
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 not always had
significant revenues from operations. The Company will
require substantial additional funds for development and marketing of its
products. There can be no assurance that the Company will be able to obtain the
substantial additional capital resources necessary 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
additional financing in an amount sufficient to fully implement its business
plan which has had a material adverse effect on the Company, including requiring
the Company to severely diminish operations in past years and at times halting
them almost entirely. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Due to limited funds, the
Company has been operating at a significantly reduced capacity in recent years
with no more than one full time employee; performing primarily consulting
services; and licensing software using consultants to perform any 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.
Property
and Equipment
Net
property and equipment owned by the Company as of March 31, 2010 total
$3,102.
Income
Recognition
The
Company has the following sources of revenue: (1) consulting/licensing revenue
from the performance of development work performed on behalf of the Company or
from the sale of certain software to third parties; and (2) VIP subscriptions to
our Worlds Ultimate 3-D Chat service. The Company recognizes revenue
when all of the following criteria are met: evidence of an arrangement exists
such as a signed contract, delivery has occurred, the price is fixed or
determinable, and collectibility is reasonable assured. This will be
in the form of a receipt of a customers acceptance indicating the product has
been completed to their satisfaction except for development work and service
revenue which is recognized when the services have been
performed. Deferred revenue represents cash payments received in
advance to be recorded as revenue when earned. The corresponding cost
associated with those contracts is also deferred as deferred costs until the
revenue is ultimately recognized.
Deferred
revenue represents cash payments received in advance to be recorded as licensing
revenue as earned.
Income
Taxes
The
Company uses the liability method of accounting for income taxes in accordance
with SFAS No. 109, "Accounting for Income Taxes." Deferred income tax assets and
liabilities are recognized based on the temporary differences between the
financial statement and income tax bases of assets, liabilities and net
operating loss carry forwards using enacted tax rates. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.
Notes
Payable
The
Company has $773,279 in short term notes outstanding at March 31,
2010.
As part
of a debt refinancing in 2000, $631,950 of debt was renegotiated to deferred
revenue representing future services to be provided by the Company.
Commitments
and Contingencies
During
2000 the Company was involved in a lawsuit relating to unpaid consulting
services. On March 20, 2001 a judgment against the Company was rendered for
approximately $205,000. As of March 31, 2010 the Company recorded a
reserve of $205,000 for this lawsuit, which is included in accrued expenses in
the accompanying balance sheet.
Impairment
of Long Lived Assets
The
Company reviews the carrying value of long-lived assets to determine if
circumstances exist indicating whether there has been any impairment of the
carrying value of property and equipment or whether the depreciation periods
should be modified. Long-lived assets are reviewed for impairment
whenever events or changes in business circumstances indicate that the carrying
value of the assets may not be fully recoverable. The Company as of
the date of the financial statements has no long lived assets.
NOTE 2 -
GOING CONCERN
From
mid-2001 through most of 2007, the Company had to significantly
curtail and at times almost cease operations due to lack of resources. The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. Since its inception, the Company has had
periods where it had only minimal revenues from operations. There can be no
assurance that the Company will be able to obtain the substantial additional
capital resources necessary to pursue its business plan or that any assumptions
relating to its business plan will prove to be accurate. The Company is pursuing
sources of additional financing and there can be no assurance that any such
financing will be available to the Company on commercially reasonable terms, or
at all. Any inability to obtain additional financing will likely have a material
adverse effect on the Company, including possibly requiring the Company to
reduce and/or cease operations.
These
factors raise substantial doubt about the ability of the Company to continue as
a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
NOTE 3 –
DEFERRED REVENUES
Deferred
revenue represents advance payments for the license, the design and development
of the software, content and related technology for the creation of an
interactive, three-dimensional ("3D") entertainment portal on the
internet.
NOTE 4 –
RESTATEMENT OF FINANCIAL STATEMENTS
On May
11, 2009, our management concluded that our audited financial statements for the
years ended December 31, 2007 and 2008 and our unaudited quarterly financial
statements for the quarterly periods in such years should no longer be relied
upon. Specifically, our liabilities were understated by approximately
$1,714,179 on December 31, 2007 and by approximately $2,719,942 on December 31,
2008 (which amount is cumulative and includes the amount understated in 2007)
with an overstatement of income on such dates of $1,714179 and $1,005,763,
respectively. The facts underlying our original conclusion is that
all of such liabilities have exceeded the applicable statutes of limitations and
based upon an opinion of counsel which stated that the likelihood of our having
to pay these liabilities was highly improbable, our independent auditor
concurred with our decision to write off all of such liabilities. The
staff (“Staff”) of the Securities and Exchange Commission, without disagreeing
with our position that payment of such liabilities was highly improbable,
advised us that under the facts of our situation, it was their conclusion that
US GAAP accounting required that the liabilities not be written off at this
time. Following a series of calls with various Staff members, our
management, in consultation with our counsel and independent auditor, agreed to
accept the Staff’s position. We have received guidance from the Staff
as to the necessary steps we need to take to properly write off these
liabilities and we expect to begin that process with certain of the largest
creditors. Regardless of whether we are ultimately successful in
writing off all or some of these liabilities, we do not believe that these
restatements will have any impact on our results of operations or cash flows as
the fact remains that the statute of limitations has indeed passed with respect
to these liabilities and the likelihood of our having to pay them remains highly
improbable.
Item 2. Management's Discussions and
Analysis of Financial Condition and Results of Operations
Forward
Looking Statements
When used
in this form 10-Q and in future filings by the Company with the Commission, the
words or phrases such as "anticipate," "believe," "could," "estimate," "expect,"
"intend," "may," "plan," "predict," "project," "will" or similar expressions are
intended to identify “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned not to place undue reliance on any such forward looking statements,
each of which speak only as of the date made. Such statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from historical earnings and those presently anticipated or
projected. The Company has no obligation to publicly release the
result of any revisions which may be made to any forward-looking statements to
reflect anticipated or unanticipated events or circumstances occurring after the
date of such statements.
These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause actual results to be materially different. These
factors include, but are not limited to, changes that may occur to general
economic and business conditions; changes in current pricing levels that we can
charge for our services or which we pay to our suppliers and business partners;
changes in political, social and economic conditions in the jurisdictions in
which we operate; changes to regulations that pertain to our operations; changes
in technology that render our technology relatively inferior, obsolete or more
expensive compared to others; foreign currency fluctuations; changes
in the business prospects of our business partners and customers; increased
competition, including from our business partners; delays in the delivery of
broadband capacity to the homes and offices of persons who use our services;
general disruptions to Internet service; and the loss of customer faith in the
Internet as a means of commerce.
The
following discussion should be read in conjunction with the unaudited financial
statements and related notes which are included under Item 1.
We do not
undertake to update our forward-looking statements or risk factors to reflect
future events or circumstances.
Overview
General
Worlds.com
is a leading 3D entertainment portal which leverages its proprietary technology
to offer visitors a network of virtual, multi-user environments which we call
"worlds". These worlds are visually engaging online environments featuring
animation, motion and content where people can come together and, by navigating
through the website, shop, interact with others, attend events and be
entertained.
Sites
using our technology allow numerous simultaneous visitors to enter, navigate and
share interactive "worlds". Our 3D Internet sites are designed to promote
frequent, repeat and prolonged visitation by users by providing them with unique
online communities featuring dynamic graphics, highly useful and entertaining
information content, and interactive capabilities. We believe that our sites are
highly attractive to advertisers because they offer access to
demographic-specific user bases comprised of people that visit the site
frequently and stay for relatively long periods of time.
Starting
in mid-2001 we were not able to generate enough revenue to sustain full
operations and other sources of capital were not available. As a result, we have
had to significantly curtail our operations since that time and at times almost
halt them all together.
Revenues
We
generated a minimum amount of revenue during the quarter even
though we have begun ramping up operations which have been
in quasi hibernation since mid-2001. The revenue that was generated
in the quarter was generated in the following manner:
|
·
|
VIP
subscriptions to our Worlds Ultimate 3-D Chat
service.
|
|
·
|
Software
development to provide a site for a 3-D world under our deferred revenue
agreement.
|
Expenses
We
classify our expenses into two broad groups:
o cost
of revenues; and
o selling,
general and administration.
During
the quarter, our operations became more active so our expenses
increased.
Liquidity
and Capital Resources
We have
had to severely diminish our operations from mid-since 2001 until the last half
of 2007 due to a lack of liquidity. We were able to issue equity
and/or debt in the last few years and raise capital that will help us to be
better positioned to compete for new business. We continue to pursue
additional sources of capital. We have no current arrangements with
respect to, or sources of, additional financing and there can be no assurance
that any such financing would become available. If we cannot start to
generate sufficient revenues, we may need to halt operations.
RESULTS
OF OPERATIONS
Our net
revenues for each of the three months ended March 31, 2010 and 2009 were $75,536
and $494, respectively. The increase in revenue is due to revenue
from developing a 3-D world under our deferred revenue agreement.
Three
months ended March 31, 2010 compared to three months ended March 31,
2009
Revenue
increased by $75,042, to $75,536 for the three months ended March 31, 2010 from
$494 in the prior year. $75,000 of the 2010 revenue is from
developing a 3-D world under our deferred revenue agreement. The
business has been running in a severely diminished mode due to the lack of
liquidity. We need to raise a sufficient amount of capital to
provide the resources required that would enable us to generate
sales.
Our cost
of revenues during the three months ended March 31, 2010 and 2009 are primarily
comprised of (1) cost of goods sold: 5% and 51%, respectively, and (2) selling
general and administrative expenses: 95% and 49%, respectively. Cost
of sales on a consolidated basis decreased $120,014 to $4,781 for the three
months ended March 31, 2010, from $124,795 in the three months ended
March 31, 2009, reflecting a decrease in business activities due to a lack
of resources required to enable us to generate sales.
Selling
general and administrative expenses decreased by approximately $33,738, from
$118,141 to approximately $84,403 for the three months ended March 31, 2009 and
2010, respectively.
As a
result of the foregoing we had a net loss of $13,648 for the three months ended
March 31, 2010 compared to a loss of $242,442 in the three months ended March
31, 2009.
Liquidity and Capital
Resources
Our
financial and liquidity position has improved somewhat as exhibited by our cash
and cash equivalents of $114,417 at March 31, 2010. At March 31,
2009, cash and cash equivalents was $25,370. The increase is the
result of note holders exercising their warrants upon converting their notes to
equity. There were no capital expenditures in the three months ended
March 31, 2010 or in the three months ended March 31, 2009.
Historically,
our primary cash requirements have been to fund the cost of operations,
development of our products and patent protection, with additional funds having
been used in promotion and advertising and in connection with the exploration of
new business lines.
We have
had to severely diminish our operations due to a lack of liquidity from mid-2001
through most of 2007. We were able to find a small source of
additional capital in 2007, 2008 and another in 2009. There can be no
assurance that any significant financing would become available to us at this
time. The additional capital that we secured in previous years
enabled us to bid on new business. There can be no assurance that any
such new business would be sold in the future.
On
December 24, 2008 we filed a patent infringement suit against NCSoft Corp in the
United States District Court, Eastern District of Texas in order to enforce our
intellectual property rights under our patents. In April 2010, the
parties agreed to settle the matter, the terms of which the parties have
contractually agreed to keep confidential.
We are
currently negotiating with various musical artists and other entities to develop
worlds for them. While no assurance can be given that any of these
deals will be concluded, if successful they would likely generate additional
cash flows.
On May
11, 2009, our management concluded that our audited financial statements for the
years ended December 31, 2007 and 2008 and our unaudited quarterly financial
statements for the quarterly periods in such years should no longer be relied
upon. Specifically, our liabilities were understated by approximately
$1,714,179 on December 31, 2007 and by approximately $2,719,942 on December 31,
2008 (which amount is cumulative and includes the amount understated in 2007)
with an overstatement of income on such dates of $1,714179 and $1,005,763,
respectively. The facts underlying our original conclusion is that
all of such liabilities have exceeded the applicable statutes of limitations and
based upon an opinion of counsel which stated that the likelihood of our having
to pay these liabilities was highly improbable, our independent auditor
concurred with our decision to write off all of such liabilities. The
staff (“Staff”) of the Securities and Exchange Commission, without disagreeing
with our position that payment of such liabilities was highly improbable,
advised us that under the facts of our situation, it was their conclusion that
GAAP accounting required that the liabilities not be written off at this
time. Following a series of calls with various Staff members, our
management, in consultation with our counsel and independent auditor, agreed to
accept the Staff’s position. We have received guidance from the Staff
as to the necessary steps we need to take to properly write off these
liabilities and we expect to begin that process with certain of the largest
creditors. Regardless of whether we are ultimately successful in
writing off all or some of these liabilities, we do not believe that these
restatements will have any impact on our results of operations or cash flows as
the fact remains that the statute of limitations has indeed passed with respect
to these liabilities and the likelihood of our having to pay them remains highly
improbable.
Item
4T. Controls And Procedures
As of
March 31, 2010, we carried out an evaluation, under the supervision and
with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended).
Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective as
of March 31, 2010. The above statement notwithstanding, you are
cautioned that no system is foolproof.
Changes in Internal Control
Over Financial Reporting
During
the 2010 first quarter, 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.
This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s reports in this quarterly report.
PART
II OTHER INFORMATION
Item 1.
Legal Proceedings.
On
December 24, 2008 we filed a patent infringement suit against NCSoft Corp in the
United States District Court, Eastern District of Texas in order to enforce our
intellectual property rights under our patents. In April 2010, the
parties agreed to settle the matter, the terms of which the parties have
contractually agreed to keep confidential.
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 2009
Annual Report on Form 10-K. There have been no material changes from the risk
factors previously disclosed in our 2009 Annual Report on
Form 10-K.
Item 2.
Unregistered Sales of equity Securities and Use of Proceeds
During
the quarter, eight holders of an aggregate of $175,000 face value of our notes
converted them into an aggregate of 1,750,000 shares of our common stock and we
sold an aggregate of 1,454,590 shares of our common stock, to a total of five
people, at a price per share of $0.10 raising $145,459. A vendor
converted his payable into 500,000 shares of our common stock. These
transactions were exempt from registration pursuant to an section 4(2) of the
securities Act of 1933, as amended inasmuch as each of the purchasers was an
accredited investor and was previously known to us, no advertising was utilized
and no commissions were paid.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Reserved by the SEC.
Item 5.
Other Information
None.
Item 6.
Exhibits
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31.1 |
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Certification of Chief Executive
Officer
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31.2 |
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Certification of Chief Financial
Officer
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32.1 |
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Statement required by 18 U.S.C.
Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
of 2002.
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32.2 |
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Statement required by 18 U.S.C.
Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
of 2002.
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SIGNATURES
In
accordance with the requirements of the Exchange Act, the Registrant caused this
Report to be signed on its behalf by the undersigned thereto duly
authorized.
Date: May
13, 2010
WORLDS.COM
INC.
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/s/ Thomas Kidrin
By: Thomas
Kidrin
President
and CEO
/s/ Christopher
Ryan
By: Christopher
Ryan
Chief
Financial Officer
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Exhibit
No.
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Description
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31.1
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31.2
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32.1
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32.2
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