form10-q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934:

For the Quarterly Period ended June 30, 2009

( ) 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.

(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 ID No.)

incorporation or organization)

11 Royal Road

Brookline, MA 02445

(Address of principal executive offices)

(617) 725-8900

(Registrant telephone number)

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 o 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.

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 August 14, 2009, 52,163,758 shares of the Issuer's Common Stock were outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

		Page

Condensed Balance Sheets as of June 30, 2009 and December 31, 2009		F-3
Condensed Statements of Operations for the three and six months ended June 30, 2009 and 2008		F-4
Condensed Statements of Cash Flows for the six months ended June 30, 2009 and 2008		F-5
Notes to Condensed Financial Statements		F-6

Worlds.com Inc
Balance Sheets
June 30, 2009 and December 31, 2008
	Unaudited			(Restated)
	Unaudited			Audited
	30-Jun-09			31-Dec-08
Current Assets
Cash and cash equivalents	$	43,997		$	84
Certificate of deposit		-			166,451




Total Current Assets		43,997			166,535

Property and equipment, net of
accumulated depreciation		5,572			7,387


TOTAL ASSETS	$	49,568		$	173,922



Current Liabilities
Accounts payable	$	907,784		$	542,415
Accrued expenses		1,463,376			1,423,548
Deferred Revenue		541,950			631,950
Notes Payable		948,279			773,279

Total Current Liabilities		3,861,390			3,371,192


Stockholders (Deficit)

Common stock (Par value $.001 authorized 65,000,000 shares, issued and outstanding 52,412,749 and 52,387,749 at June 30,2009 and December 31, 2008, respectively)	$	52,412		$	52,387
Additional Paid in Capital		21,894,661			21,858,603
Accumulated Deficit		(25,758,894	)		(25,108,260)

Total stockholders deficit		(3,811,821	)		(3,197,270	)

Total Liabilities and stockholders deficit See notes to Condensed Financial Statements	$	49,568		$	173,922


See notes to Condensed Financial Statements



Worlds.com Inc Condensed Statements of Operations for the three and six months ended June 30, 2009 and 2008



		Six months ended June 30, Three months ended June 30,
				(Restated)					(Restated)
		2009		2008		2009			2008
Revenues
	Revenue	$	90,593	$	91,876	$	90,099		$	777

Total			90,593		91,876		90,099			777


Cost and Expenses

	Cost of Revenue		148,487		120,319		25,300			30,771
	Warrants expense		35,833		-		35,833			-
	Selling, General & Admin.		214,314		218,026		94,565			108,521

	Operating loss		(308,041)		(246,469)		(65,599	)		(138,515)


Other Income Expense
	Interest Expense		1,605		37,994		1,605			18,997


Net Loss		$	(309,646)	$	(284,463)	$	(67,204	)	$	(157,512)


See Notes to Condensed Financial Statements





Worlds.com Inc Condensed Statements of Cash Flows
for the six months ended June 30, 2009 and 2008



	30-Jun-09			30-Jun-08
Cash flows from operating activities
Net (loss)	$	(309,646	)	$	(284,463	)
Adjustments to reconcile net loss to net cash used
in operating activities
Warrants Expense		35,833			-
Depreciation		1,815			1,562
Deferred costs					55,695
Deferred revenue		(90,000	)		-
Prepaid expenses and other current assets					8,384

Accounts payable and accrued expenses		(102,241)			(120,429	)


Net cash used in operating activities		(466,054	)		(339,252	)

Cash flows from investing activities
Acquisition of property and equipment		-			(3,031	)
Maturity of certificate of deposit		166,451			-


Net cash Provited by (used in) investing activities		166,451			(3,031	)

Cash flows from financing activities
Proceeds from issuance of notes payable		175,000			-
Proceeds from exercise of warrants		250			-

Net cash provided by financing activities		175,250			-


Net (decrease) in cash		(122,538	)		(342,283	)

Cash beginning of period		166,535			271,334

Cash end of period	$	43,997		$	192,374


Supplemental disclosure of cash flow information:
Cash paid during the period for
Interest	$	-		$	-
Income taxes	$	-		$	-
See Notes to Condensed Financial Statements

Worlds.com Inc.

NOTES TO FINANCIAL STATEMENTS

Three and Six Months Ended June 30, 2009

(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 patented and proprietary 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 us as a going concern. We have always been considered a developmental stage business, have incurred significant losses since our inception and have not always had significant revenues from operations. We will require substantial additional funds for development and marketing of our products. There can be no assurance that we will be able to obtain the substantial additional capital resources necessary to pursue our business plan or that any assumptions relating to our business plan will prove to be accurate. We have not been able to generate sufficient revenue or obtain additional financing which has had a material adverse effect on us, including requiring us to severely diminish operations in recent years and at times halting them entirely. These factors raise substantial doubt about our ability to continue as a going concern. We have been operating at a significantly reduced capacity in recent years with no full time employees and 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 us as of June 30, 2009 total $5,572. Gross fixed assets were $10,890 and accumulated depreciation was $5,318 at June 30, 2009.

Income Recognition

We have the following sources of revenue: (1) consulting/licensing revenue from the performance of development work performed on our behalf or from the sale of certain software to third parties; and (2) VIP subscriptions to our Worlds Ultimate 3-D Chat service.

Deferred revenue represents cash payments received in advance to be recorded as licensing revenue as earned.

Income Taxes

We use 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

We had short term notes of $948,279 outstanding at June 30, 2009. This amount includes $175,000 in new borrowings for the second quarter of 2009.

As part of a debt refinancing in 2000, $631,950 of debt was renegotiated to deferred revenue representing future services to be provided by us. To date $90,000 in services has been provided.

Commitments and Contingencies

During 2000, we were involved in a lawsuit relating to unpaid consulting services. On March 20, 2001 a judgment against us was rendered for approximately $205,000. As of June 30, 2009, we 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

We review 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. As of the date of the financial statements, we have no long lived assets.

NOTE 2 - GOING CONCERN

From mid-2001 through most of 2007, we had to significantly curtail and at times cease operations due to lack of resources. The accompanying financial statements have been prepared assuming that we will continue as a going concern. Since its inception, we had periods where we had only minimal revenues from operations. There can be no assurance that we will be able to obtain the substantial additional capital resources necessary to pursue our business plan or that any assumptions relating to our business plan will prove to be accurate. We are pursuing sources of additional financing and there can be no assurance that any such financing will be available to us on commercially reasonable terms, or at all. Any inability to obtain additional financing will likely have a material adverse effect on us, including possibly requiring us to reduce and/or cease operations.

These factors raise substantial doubt about our ability 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 Revenue

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 $1,699,179 on December 31, 2007 and by approximately $2,780,930 on December 31, 2008 (which amount is cumulative and includes the amount understated in 2007) with an overstatement of income on such dates of $1,699,179 and $1,081,750, 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 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. Additional risk factors pertaining to our business and the value of our stock is contained in our Annual Report on Form 10-KSB for the year ended December 31, 2008 and is available for review at no charge at www.sec.gov.

The following discussion should be read in conjunction with the 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 halt them all together.

Revenues

We generated increased revenue during the quarter as we have continued ramping up operations which have been in quasi hibernation since mid-2001. The revenue that was generated was generated in the following manner:

·	VIP subscriptions to our Worlds Ultimate 3-D Chat service; and

·	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.

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 in the last year 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 June 30, 2009 and 2008 were $90,099 and $777, respectively. Our net revenues for each of the six months ended June 30, 2008 and 2007 were $90,593 and $91,876, respectively. Revenue over the six month period has remained steady. We had revenue during the 6 months of 2009 from developing a 3-D world under our deferred revenue agreement and for 2008 we had a software development project to provide a demo 3-D world for a client. While this amount of business from operations is still relatively inconsequential, we believe it is indicative of our recent awakening and return to active operations.

Three and six months ended June 30, 2009 compared to three and six months ended June 30, 2008

Revenue increased by $89,322, to $90,099 for the three months ended June 30, 2009 from $777 in the prior year. Revenue decreased by $1,283 to $90,593 for the six months ended June 30, 2009 from $91,876 in the prior year. The business has been running in a diminished mode due to the lack of liquidity. We expect increased, though not necessarily sufficient, operating results until such time that we can raise a sufficient amount of capital to provide the resources required that would enable us to generate significant sales.

Our cost of revenues during the three months ended June 30, 2009 and 2008 are primarily comprised of (1) cost of goods sold: 21% and 22%, respectively, and (2) selling general and administrative expenses: 79% and 78%, respectively. Cost of sales on a consolidated basis decreased $5,471 to $25,300 for the three months ended June 30, 2009, from $30,771 in the three months ended June 31, 2008, reflecting the fairly steady business activity.

Our cost of revenues during the six months ended June 30, 2009 and 2008 are primarily comprised of (1) cost of goods sold: 41% and 36%, respectively, and (2) selling general and administrative expenses: 59% and 64%, respectively. Cost of sales on a consolidated basis increased $28,168 to $148,487 for the six months ended June 30, 2008, from $120,319 in the six months ended June 30, 2008, reflecting the increased business activities.

Selling general and administrative expenses decreased by $13,956, from $108,521 to $94,565 for the three months ended June 30, 2008 and 2009, respectively. Selling general and administrative expenses decreased by $3,712, from $218,026 to $214,314 for the six months ended June 30, 2008 and 2009, respectively. The decreases were insignificant.

Warrants expense increased in the second quarter of 2009 compared to 2008 due to the issuance of 437,500 warrants. The warrants were recorded using the Black Scholes option pricing method.

Other expenses for the three months ended June 30, 2009 include interest expense of $1,605 directly attributable to the notes payable in the three months ended June 30, 2009. Interest expense for the three months ended June 30, 2008 was $18,997. Other expenses including interest expense for six months ended June 30, 2009 and 2008 was $1,605 and $37,994 respectively.

As a result of the foregoing we had a net (loss) of $(67,204) for the three months ended June 30, 2009 compared to a (loss) of $(157,512) in the three months ended June 30, 2008.

We had a net (loss) of $(308,041) for the six months ended June 30, 2009 compared to a loss of $(284,463) in the six months ended June 30, 2008.

Liquidity and Capital Resources

Our financial and liquidity position as exhibited by our cash and cash equivalents was $43,997 at June 30, 2009. At June 30, 2008, cash and cash equivalents was $51,649. This decrease of $7,652 was the result of operations offset by the new notes payable in the amount of $175,000. There were no capital expenditures in the six months ended June 30, 2009 compared to $3,031 for the six months ended June 30, 2008.

Cash flows from investing activities increased by $166,451 during the six months ended June 30, 2009 for the maturity of the certificate of deposit.

Cash flows from financing activities increased by $175,250 during the six months ended June 30, 2009 due to the $175,000 in cash raised through short term borrowings from eight accredited investors and $25 through the issuance of 25,000 common shares when warrants were exercised.

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 have no current arrangements with respect to additional financing and there can be no assurance that any such financing would become available. The additional capital that we did secure enabled us to bid on new business. There can be no assurance that any such new business would be sold in the future.

Item 4T. Controls And Procedures

As of June 30, 2009, 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 June 30, 2009.

Changes in Internal Control Over Financial Reporting

During the second quarter of 2009, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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

The Company issued short term notes payable during the quarter totaling $175,000. The interest on the notes is 7% and the notes are due February 1, 2010. Along with the notes are penny warrants for 437,500 shares of common stock. The warrants expire on April 30, 2012.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information

None.

Item 6. Exhibits

31.1		Certification of Chief Executive Officer

31.2		Certification of Chief Financial Officer

32.1		Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned thereto duly authorized.

Date: August 14, 2009

WORLDS.COM INC.

/s/ Thomas Kidrin

By: Thomas Kidrin

President, CEO and Treasurer

/s/ Christopher Ryan

By: Christopher Ryan

Chief Financial Officer and

Principal Accounting Officer

INDEX TO EXHIBITS

Exhibit No.		Description

31.1		Certification of Chief Executive Officer

31.2		Certification of Chief Financial Officer

32.1		Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.