-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EzLnbMQl3oRVTE30ThWPWKIX5u0nejvOU0DElaiywZeN6FTIw3PgRLnxuljE0g7K cRGbSqXT6VH/QjQ8EXE66Q== 0001094891-00-000343.txt : 20000517 0001094891-00-000343.hdr.sgml : 20000517 ACCESSION NUMBER: 0001094891-00-000343 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLDS INC CENTRAL INDEX KEY: 0000001961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 221848316 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-24115 FILM NUMBER: 636770 BUSINESS ADDRESS: STREET 1: 15 UNION WHARF CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6177258900 MAIL ADDRESS: STREET 1: 15 UNION WHARF CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: ACADEMIC COMPUTER SYSTEMS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER INDUSTRIES LTD DATE OF NAME CHANGE: 19690318 10QSB 1 QUARTERLY REPORT FOR 3/31/00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (?) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934: For the Quarterly Period ended March 31, 2000 () TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from __________________ to __________________ Commission File number 0-24115 WORLDS.COM INC. (formerly known as Worlds Inc.) (Exact name of registrant as specified in its charter) New Jersey 22-184316 - ------------------------------------- ------------------------------- (State or other jurisdiction of I.R.S. Employer ID No. incorporation or organization) 15 Union Wharf Boston, Massachusetts 02109 ---------------------------------------- (Address of principal executive offices) (617) 725-8900 ------------------------- (Issuer's telephone number) Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ----------- --------- As of May 12, 2000, 18,930,128 shares of the Issuer's Common Stock were outstanding. Transitional Small Business Disclosure Format (check one): YES NO X ----------- ---------- INDEX Page ---- PART I. FINANCIAL INFORMATION Balance Sheet at March 31, 2000 3 Statements of Operations for the Three Months Ended March 31, 1999 and 2000 4 Statement of Stockholders' Equity (Deficit) for the Period from December 31, 1998 to March 31, 2000 5 Statements of Cash Flows for the Three Months Ended March 31, 1999 and 2000 6 Notes to Financial Statements 7 - 8 2 Worlds.com, Inc. BALANCE SHEET March 31, 2000 (unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 2,707,163 Private placement proceeds receivable 1,255,373 Accounts receivable 136,706 Prepaid expenses and other current assets 64,941 Inventories 259,146 ------------- Total current assets 4,423,329 PROPERTY, EQUIPMENT AND SOFTWARE DEVELOPMENT, NET OF ACCUMULATED DEPRECIATION AND AMORTIZATION 1,243,502 INTANGIBLE ASSET 944,334 ------------- $ 6,611,165 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable $ 755,473 Accrued expenses 744,900 Deferred revenue 519,936 Current maturities of notes payable 2,064,995 ------------ Total current liabilities 4,085,304 LONG-TERM PORTION, NOTES PAYABLE 56,671 ------------ Total liabilities 4,141,975 COMMITMENTS STOCKHOLDERS' EQUITY (DEFICIT) Common stock, $.001 par value - authorized, 65,000,000 shares; issued, 18,930,128 shares 18,929 Additional paid-in capital 17,133,408 Accumulated deficit (14,683,147) ----------- 2,469,190 ------------ $ 6,611,165 ============= The accompanying notes are an integral part of this statement. 3 Worlds.com, Inc. STATEMENTS OF OPERATIONS Three months ended March 31, (unaudited) 1999 2000 ---------- ---------- Net revenues $ 35,177 $ 180,023 Costs and expenses Cost of revenues 21,464 69,951 Selling, general and administrative 615,815 2,091,689 --------- ---------- Operating loss (602,102) (1,981,617) -------- ---------- Other income (expense) Interest income 12,786 15,751 Interest expense (38,922) (42,629) --------- ------------ NET LOSS $(628,238) $(2,008,495) ======== ========== Loss per share (basic and diluted) $(.04) $(.11) ==== ==== Weighted average common shares outstanding Basic and diluted 17,918,531 17,776,845 ========== ========== The accompanying notes are an integral part of these statements. 4 Worlds.com, Inc. STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) Period from December 31, 1998 to March 31, 2000 (unaudited) Deficit accumulated Total Common stock Additional during the stockholders ------------------------- paid-in development Treasury equity Shares Amount capital stage stock (deficit) ----------- ------------ ------------- ------------ ------------------------ Balance, December 31, 1998 18,031,996 $18,032 $ 8,401,970 $ (9,335,152) $(64,743) $ (979,893) Issuance of warrants for consulting services (April 1999) 465,000 465,000 Contribution of 1,500,000 shares by founders to treasury (April 1999) and subsequent cancellation (1,500,000) (1,500) 1,500 Exercise of stock options (April 1999) 75,000 75 74,925 75,000 Issuance of shares for content supply agreement (June 1999) 93,750 93 374,907 375,000 Issuance of shares to agent for content supply agreement (July 1999) 50,000 50 199,950 200,000 Sale of shares in private offering memorandum, net (June through September 1999) 892,500 893 3,263,081 3,263,974 Issuance of options for consulting services and software development costs (August and September 1999) 368,230 368,230 Issuance of shares for legal and consulting services (September 1999) 20,000 20 79,980 80,000 Cancellation of treasury shares (September 1999) (113,465) (113) (64,630) 64,743 Exercise of warrants (November 1999) 95,000 95 94,905 95,000 Issuance of shares for content supply agreement (December 1999) 93,750 93 374,907 375,000 Net loss for the year ended December 31, 1999 (3,339,500) (3,339,500) --------------- -------- ----------- ---------- --------- ----------- Balance, December 31, 1999 17,738,531 17,738 13,634,725 (12,674,652) - 977,811 Exercise of stock options (March 2000) 215,000 215 135,285 135,500 Sale of shares in private offering memorandum, net (March 2000) 976,597 976 3,242,981 3,243,957 Issuance of stock options for consulting and advertising services 120,417 120,417 (March 2000) Net loss for the three months ended March 31, 2000 (2,008,495) (2,008,495) --------------- -------- ----------- ---------- --------- ----------- Balance, March 31, 2000 18,930,128 $18,929 $17,133,408 $(14,683,147) $ - $ 2,469,190 =============== ======== =========== ============= ========== ===========
The accompanying notes are an integral part of this statement. 5 Worlds.com, Inc. STATEMENTS OF CASH FLOWS Three months ended March 31, (unaudited) 1999 2000 ------------ -------- Cash flows from operating activities Net loss $ (628,238) $(2,008,495) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 50,000 337,100 Consulting and advertising expense related to the issuance of stock options 120,417 Changes in operating assets and liabilities Private placement proceeds receivable (1,255,373) Accounts receivable 40,509 Inventories 21,464 (37,635) Prepaid expenses and other current assets 27,353 9,729 Accounts payable and accrued expenses 56,078 318,893 Deferred revenue 19,936 ------------ ------------ Net cash used in operating activities (473,343) (2,454,919) ------------ ---------- Cash flows from investing activities Acquisition of property and equipment (38,555) Additions to software development costs (214,000) ----------- Net cash used in investing activities (214,000) (38,555) ------------ ------------ Cash flows from financing activities Proceeds from sale of common stock in private offering memorandum 3,243,957 Proceeds from exercise of options 135,500 ------------ ----------- Net cash provided by financing activities 3,379,457 ----------- ---------- Net increase (decrease) in cash and cash equivalents (687,343) 885,983 Cash and cash equivalents, beginning of period 1,581,764 1,821,180 ----------- ---------- Cash and cash equivalents, end of period $ 894,421 $ 2,707,163 =========== =========== Supplemental disclosures of cash flow information: Cash paid during the year for Interest $ - $ - Income taxes - -
Noncash investing and financing activities: Issuance of an option to purchase 73,245 shares of common stock at $3.87 per share to the placement agent in connection with the private placement in March 2000. Issuance of stock options for consulting and advertising services of $120,417 in the period ended March 31, 2000. The accompanying notes are an integral part of these statements. 6 Worlds.com, Inc. NOTES TO FINANCIAL STATEMENTS March 31, 2000 and 1999 NOTE 1 - SUMMARY OF ACCOUNTING POLICIES Nature of Business The Company designs, develops and markets three-dimensional ("3D") music-oriented Internet sites on the World Wide Web. These web sites utilize 3D technologies. The Company also sells music and sports-related merchandise through its website. Basis of Presentation The accompanying financial statements are unaudited; however, in the opinion of management, all adjustments necessary for a fair statement of financial position and results for the stated periods have been included. These adjustments are of a normal recurring nature. Selected information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Results for interim periods are not necessarily indicative of the results to be expected for an entire fiscal year. These condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes for the Company for the year ended December 31, 1999. In prior years, the Company was classified as a development stage enterprise. Software Development Costs In accordance with the provisions of Statement of Financial Accounting Standards No.86, "Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed," software development costs incurred by the Company subsequent to establishing technological feasibility of the resulting product or enhancement and until the product is available for general release to customers are capitalized and carried at the lower of unamortized cost or net realizable value. Net realizable value is determined based on estimates of future revenues to be derived from the sale of the software product reduced by the costs of completion and disposing of the product. $214,000 was capitalized and included in property, equipment and software development during the period ended March 31, 1999. No costs were capitalized in the first quarter of 2000. Amortization of the costs capitalized commenced in the first quarter of 1999, based on current and anticipated future revenues for each product or enhancement with an annual minimum equal to straight-line amortization over the remaining estimated economic life of the product or enhancement. All software development costs are being amortized over a period of three years. Amortization expense charged to operations for the periods ended March 31, 1999 and 2000 was $14,000 and $113,000, respectively. 7 Worlds.com, Inc. NOTES TO FINANCIAL STATEMENTS (continued) March 31, 2000 and 1999 NOTE 1 (continued) Loss Per Share Basic and diluted loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during each period. The common stock equivalents, which would arise from the exercise of stock options and warrants, are excluded from calculation of diluted loss per share since their effect is antidilutive. Therefore, the amounts reported for basic and diluted loss per share are the same. Stock-Based Compensation In the first quarter of 2000, the Company granted options to purchase an aggregate of 1,028,500 shares of common stock to directors, officers and employees of, and certain consultants to the Company at exercise prices ranging from $3.00 to $9.00. In connection with options issued to nonemployees, the Company recorded consulting and advertising expense of approximately $120,000 for the fair market value of the options using the Black-Scholes calculation. NOTE 2 - GOING CONCERN As discussed in Note 3, the Company completed a private placement during the first quarter of 2000, raising net proceeds of $3,243,957. In April of 2000, the Company raised an additional $500,000 through another private placement of 142,045 shares of common stock. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception, the Company has had 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 have a material adverse effect on the Company, including possibly requiring the Company to significantly curtail or cease operations. These factors raise 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 - PRIVATE PLACEMENT On March 31, 2000, the Company sold 976,597 shares of common stock through a private placement. In connection with the Private Placement, the placement agent received an option to purchase 73,245 shares of the Company's common stock at $3.87 per share for five years. Cumulative net proceeds, after commissions and expenses of the offering, aggregated $3,243,957. 8 Item 2. Management's Discussions and Analysis of Financial Condition and Results of Operations Forward Looking Statements This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our future prospects, developments and business strategies. These forward-looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will" and similar terms and phrases, including references to assumptions. 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, the following: changes in general economic and business conditions; changes in current pricing levels; changes in political, social and economic conditions and local regulations; changes in technology and the development of new technology; foreign currency fluctuations; reductions in sales to any significant customers; changes in sales mix; industry capacity; competition; disruptions of established supply channels; manufacturing capacity constraints; and the availability, terms and deployment of capital. See Exhibit 99, "Risk Factors" in our 10-KSB for the year ended December 31, 1999. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. We do not undertake to update our forward-looking statements or risk factors to reflect future events or circumstances. Overview Worlds.com is a leading 3D entertainment portal, which leverages our proprietary technology to offer visitors a network of virtual, multi-user environments. In support of this portal and our overall business strategy, we design and develop software, content and related technology for the creation of interactive, three-dimensional Internet web sites. Using our technology, we create our own Internet sites, as well as sites available through third-party online service providers, such as Freeserve, the largest Internet service provider in the United Kingdom, and Time Warner's Road Runner service, one of the two largest cable-modem based Internet service providers in the United States. 9 Sites using our technology allow numerous simultaneous visitors to enter, navigate and share interactive "worlds," which are 3D spaces featuring animation, motion and content. 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. Our premiere site is Worlds Ultimate 3D Chat (www.worlds.com), an interactive site employing our 3D technology which is targeted towards the music industry. Visitors to Worlds Ultimate 3D Chat adopt an alter ego in the form of one of hundreds of avatars, which are 3D characters that can be moved through the many virtual "worlds" of Worlds Ultimate 3D Chat. The user moves his or her avatar through these worlds using a mouse or keyboard arrow keys and can: o engage other avatars in one-on-one text-based or real voice-to-voice discussions; o enter theme-based chat rooms featuring group discussions on numerous music styles, specific recording artists and other topics; o experience interactive advertising and promotions; o access information on various recording artists, concert schedules and other music-related and nonmusic-related information; o view new music videos by leading recording artists; o listen to selections from newly released CDs by numerous recording artists; o purchase music and recording artist-related merchandise online; and o enter pay-access areas as a VIP subscriber. Revenues We generate revenues in the following manner: o sales of music and sports related products through our 35 e-commerce web sites which essentially are artist-specific online stores and include sites such as DavidBowieStore.com, RickyMartinStore.com, U2Store.com, EltonJohnStore.com and BruceSpringsteenStore.com, among others. o the production of 3D promotion sites for third parties; o VIP subscriptions to our Worlds Ultimate 3-D Chat service and services that we provide to Freeserve and Roadrunner; 10 o development and operation of 3D chat and entertainment sites for third parties; o on-line advertising revenues; and o e-commerce commissions and fees. During the first quarter of 2000, we began to generate increasing advertising revenue through our relationship with Freeserve. We expect our advertising and related revenue to grow as we add advertising to our 3D chat sites on Freeserve and continue to receive advertising revenue from our 2D sites. We also expect to see our revenue grow as we rollout 3D entertainment sites we are developing with e-New Media and ShinWon Telecom. Our VIP subscriptions are continuing to grow in 2000. Our subscriptions for the first quarter of 2000 were higher than the first three quarters of 1999 combined. Expenses We classify our expenses into two broad groups: o cost of revenues; and o selling, general and administration. During the first quarter of 2000, we continued with the implementation of our new business plan. Significant expenditures were incurred in connection with: o the commercialization of our Gamma technology; o maintaining our new e-commerce sites; and o building a management team to develop the infrastructure required to handle and promote rapid growth. Software development costs, consisting primarily of salaries and related expenses, incurred prior to establishing technological feasibility are expensed in accordance with Financial Accounting Standards Board (FASB) Statement No. 86. In accordance with FASB 86, we will capitalize software development costs at such time as the technological feasibility of the product has been established and until the product is available for general release to customers. We began capitalizing our software costs in the fourth quarter of 1998 with the commercial release of three products, AnimalHouse.com, BowieWorld and Worlds Ultimate 3D Chat. For the three months ended March 31, 2000, we did not capitalize any software development expenditures. 11 Results of Our Operations The following data extracted from the attached unaudited financial statements compares the results of our operations for the three months ended March 31, 2000 to the three months ended March 31, 1999. Three Months Ended March 31, 1999 2000 -------------- --------------- Net Revenues $ 35,177 $ 180,023 Costs and expenses: Costs of revenues (21,464) (69,951) Selling, general and administrative (615,815) (2,091,689) Operating loss (602,102) (1,981,617) Other income (expenses): Interest income 12,786 15,751 Interest expense (38,922) (42,629) Net loss $ (628,238) $ (2,008,495) Three months ended March 31, 2000 compared to three months ended March 31, 1999 We continued generating advertising revenue in the first quarter of 2000 through our relationship with Freeserve. We also realized other royalty revenues by licensing our technology to third parties. Our first quarter of 2000 revenues were $180,023, compared to revenues of $ 35,177 during the first quarter of 1999, an increase of 411%. Compared to the last quarter of 1999 our revenues decreased by 32% due to seasonality of our E-Commerce merchandise business. Selling, general and administrative expenses were $2,091,689 for the three months ended March 31, 2000 as compared to the three months ended March 31, 1999 of $615,815. This represented an increase of $1,475,874. This increase was attributable to higher costs associated with building a new management team to develop the infrastructure required to handle and promote rapid growth, implementation of our contractual relationships with our strategic partners, increasing the number of and maintaining our new e-commerce sites and legal and professional fees. Other income included $15,751 of interest income for the three months ended March 31, 2000 earned from the remainder of the proceeds of our share offerings as compared to $12,786 for the three months ended March 31, 1999. Other expenses included interest expense of $42,629 directly attributable to our predecessor's notes payable for the three months ended March 31, 2000. Interest expense for the three months ended March 31, 1999 was $38,922. As a result of the foregoing we incurred a net loss of $2,008,495 for the three months ended March 31, 2000, compared to a loss of $628,238 for the three months ended March 31, 1999, an increase of $1,380,257. 12 Liquidity and Capital Resources At March 31, 2000, we had working capital of $338,025 and cash and cash equivalents in the amount of $2,707,163. At March 31,2000 we had proceeds from a private placement in transit of $1,255,373. Included in the working capital calculation is a convertible promissory note payable to one of our stockholders (maturing December 3, 2000) for $1,685,000, and a note payable to such stockholder (maturing December 2000) for $250,000. At March 31, 2000, our total liabilities were $4,141,975, including the current term portion of notes payable of $2,064,995. In March 2000, we consummated a private placement, selling an aggregate 976,597 shares of common stock. Each share cost $3.52. We raised net proceeds of $3,243,957. In April 2000, we entered into agreements with four investors to sell an aggregate of 142,045 shares of common stock at $3.52 per share. From the $500,000 total offering price, aggregate net proceeds to us from these sales were $465,000. Our capital requirements relating to the commercialization of our technology and the development of our web sites and related content have been and will continue to be significant. Commercialization will require capital resources greater than what we have now currently available to us. During the periods that we experience net losses, we expect to be dependent upon sales of our capital stock and debt securities to finance our working capital requirements. Based upon our current plans and assumptions relating to our business plan, we anticipate that our existing capital resources will satisfy our capital requirements through at least November 2000. However, if our plans change or our assumptions prove to be inaccurate, we may need to seek additional financing sooner than currently anticipated or curtail our operations. Accordingly, we will need to raise additional capital during 2000, which may be in the form of equity or debt financing. Any issuance of equity securities would dilute the interest of our shareholders. Additionally, if we incur debt, we will become subject to risks that interest rates may fluctuate and cash flow may be insufficient to pay the principal and interest on any such debt. While we hope to raise additional financing, we have no current arrangements with respect to, or sources of, additional financing and there can be no assurance that any such financing, particularly the significant amounts of financing that would be required, will be available to us on commercially reasonable terms, or at all. Any inability to obtain additional financing will have a material adverse effect on our business, including possibly requiring us to significantly curtail or cease operations. Effect of Recent Accounting Pronouncements In June 1998, the Financial Accounting Standards Board issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities," which requires entities to recognize all derivative financial instruments as either assets or liabilities in the balance sheet and measure these instruments at fair value. SFAS No. 133, as amended by SFAS No. 137, is effective for all fiscal years beginning after June 15, 2000. We do not presently enter into any transactions involving derivative financial instruments and, accordingly, we do not anticipate that the new standard will have any effect on our financial statements. 13 PART II OTHER INFORMATION Item 2(c). Unregistered Securities Private Placement March 31, 2000 On March 31, 2000, we consummated an agreement to sell an aggregate of 976,597 shares of common stock pursuant to Regulation S. The shares of common stock were sold by Hoodless Brennan & Partners, plc to ten non-U.S. principals at $3.52 per share, less a discount of 5%. The total offering price was $3,437,622 with net proceeds to us of $3,243,957, which includes approximately $21,000 in fees invoiced after March 31, 2000. In connection with the offering, we issued a five-year Purchase Option to purchase an aggregate of 73,245 shares of common stock at $3.87 per share to Hoodless Brennan. Purchaser Shares Price Proceeds - --------- ------ ----- -------- Robert Newman 262,290 $3.52 $923,260.00 Archdream Ltd. 252,804 3.52 889,870.00 Atalanta Finance Ltd. 71,023 3.52 250,000.00 Netvest.com Plc 74,751 3.52 263,122.00 Bracken Partners 22,450 3.52 79,025.00 Barry Gold 11,264 3.52 39,650.00 Peter Old 45,068 3.52 158,640.00 VoyagerIT.com 203,121 3.52 714,985.00 Marmara Resources SA 22,577 3.52 79,470.00 Pierson Resources 11,250 3.52 39,600.00 --------------------- ----------------- Total 976,597 $3,437,622.00 On April 7, 2000, we entered into agreements with four investors to sell an aggregate of 142,045 shares of common stock pursuant to Section 4(2) of the Securities Act at $3.52 per share. As compensation for these subscriptions we paid another agent, International Capital Growth, Ltd. a commission of 7%. From the $500,000 total offering price, aggregate net proceeds to us from these sales were $465,000. Private placement April 7, 2000 Purchaser Shares Price Proceeds - --------- ------ ----- -------- Cehoff Opportunity Fund 56,818 $3.52 $200,000 Primo Capital Growth Fund 28,409 3.52 100,000 Rosebud Internet Fund 28,409 3.52 100,000 Ecom Growth Fund 28,409 3.52 100,000 ------------ -------- Total 142,045 $500,000 14 At the March 17, 2000 Board Meeting, the Board ratified grants of stock options to directors, officers and employees of the Company and to certain consultants and vendors at prices ranging from $3.00 to $9.00. Number Exercise Name of shares Price ---- --------- -------- Steven Chrust 187,500 $6.00 50,000 6.00 50,000 9.00 Thom Kidrin 125,000 5.68 25,000 6.00 25,000 9.00 Debra Sito 31,250 5.68 Noel Kimmel 31,250 5.68 Hal Trencher 100,000 4.00 25,000 6.00 25,000 9.00 Ignition Inc. 15,000 4.00 3,000 4.00 Credo 75,000 3.00 Marty Scott 100,000 4.00 25,000 6.00 25,000 9.00 Chris Ryan 65,000 4.00 25,000 6.00 10,000 9.00 Todd Greene 1,500 4.00 Christina Oltmer 2,000 4.00 Brendan Whelan 2,000 4.00 RDA Designs 5,000 4.00 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 15, 2000 WORLDS.COM INC. (Registrant) /s/ Thomas Kidrin ------------------------------ Thomas Kidrin Chief Executive Officer /s/ Christopher Ryan ------------------------------ Christopher Ryan Vice President-- Finance (Principal Financial Officer) 16 EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-2000 MAR-31-2000 2,707,163 0 1,392,079 0 259,146 4,423,329 1,991,078 747,576 6,611,165 4,085,304 0 18,929 0 0 2,450,261 6,611,165 159,190 180,023 69,951 69,951 2,091,689 0 42,629 (2,008,495) 0 (2,008,495) 0 0 0 (2,008,495) (0.11) (0.11)
-----END PRIVACY-ENHANCED MESSAGE-----