S-8

As filed with the Securities and Exchange Commission on May 24, 2013

Registration No. __________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

WORLDS INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdic- tion of incorporation or organization)   22-1848316 (IRS Employer Identification No.)    

11 Royal Road

Brookline, MA 02445

(Address of Principal Executive Offices w/ Zip Code)

Consulting Agreement with Ian Kelly

Consulting Agreement with Bora Bora Inc.

(Full title of the plan)

Thomas Kidrin

President and CEO

Worlds Inc.

11 Royal Road

Brookline, MA 02445 

 (Name and address of agent for service)

Copy to:

Feder Kaszovitz LLP

Attn: Irving Rothstein, Esq.

845 Third Avenue

New York, New York 10022

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        x  Smaller reporting company

(Do not check if a smaller

reporting company) 

Approximate date of commencement of proposed sale to the public:

FROM TIME TO TIME AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.

CALCULATION OF REGISTRATION FEE

TITLE OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED (1)	PROPOSED MAXIMUM OFFERING PRICE PER SHARE	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE	AMOUNT OF REGISTRATION FEE
Common Stock	125,000 par shares(2)	$0.47(3)	$58,750(4)	$8.02
($.001 par value)
TOTAL				$8.02

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of the Registrant’s common stock.

(2) Represents shares to be issued pursuant to the consulting agreements listed above.

(3) Represents the closing price within five business days of this filing.

(4) Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(h)(1) under the Securities Act of 1933, as amended, resulting from multiplying the registered shares of Common Stock by $0.47, a closing sale price within five business days of this filing.

(1)

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by us with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended (the "Securities Act"), are incorporated by reference in this Registration Statement:

(a) Our Annual Report on Form 10-K for the year ended December 31, 2012.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by Annual Report referred to in (a) above.

(c) The description of our Common Stock set forth in our Registration Statement on Form SB-2 filed April 6, 1998 (File No. 333-49453).

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The personal liability of our directors is limited to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Sec. 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. We shall, to the fullest extent permitted by the provisions of Sec. 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom we shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to, in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

We may also purchase and maintain insurance for the benefit of any director or officer which may cover claims for which we could not indemnify such person.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore

unenforceable.

(2)

ITEM 8. EXHIBITS.

Exhibit Number	Description of Exhibit
4.1	Consulting Agreement dated May 1, 2013 with Ian Kelly

4.2	Consulting Agreement dated May 1, 2013 with Bora Bora Inc.
5	Opinion of Feder Kaszovitz LLP
23.1	Consent of Bongiovanni & Associates, PA
23.2	Consent of Feder Kaszovitz LLP (contained in Exhibit 5)

ITEM 9. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

        1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.

        2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        3. To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

        4. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        5. That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(3)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brookline, State of Massachusetts, on May 23, 2013.

WORLDS INC.

By: /s/ Thomas Kidrin

Thomas Kidrin

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1933, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Thomas Kidrin	Director, President and Chief Executive Officer (Principal Executive Officer)	May 23, 2013
Thomas Kidrin
/s/ Christopher Ryan	Chief Financial Officer (Principal Financial and Accounting Officer)	May 23, 2013
Christopher Ryan
/s/ Robert Fireman	Director	May 23, 2013
Robert Fireman
/s/ Bernard Stolar	Director	May 23, 2013
Bernard Stolar

(4)

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
4.1	Consulting Agreement dated May 1, 2013 with Ian Kelly

4.2	Consulting Agreement dated May 1, 2013 with Bora Bora Inc.
5	Opinion of Feder Kaszovitz LLP
23.1	Consent of Bongiovanni & Associates, PA
23.2	Consent of Feder Kaszovitz LLP (contained in Exhibit 5)

EX-4.1

Exhibit 4.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made as of May 1, 2013, by and between WORLDS INC. (“Worlds”), with an address at 11 Royal Road, Brookline MA 02445 and Ian Kelly, with an address at 76 South Main St., Stockton NJ 08559 (“Consultant”).

WHEREAS, Worlds desires to engage Consultant, on a non-exclusive basis, to provide ongoing consulting services to Worlds;

WHEREAS, Worlds and Consultant desire to have Consultant provide consulting services to Worlds.

NOW THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto agree as follows:

1. Services. Consultant shall render to Worlds the services described in Exhibit A (the “Services”).

2. Compensation. Consultant shall provide the Services for the fees set forth in Exhibit B. For any restricted stock, Worlds shall accept, and shall cause its transfer agent to accept, a Rule 144 legal opinion from any qualified attorney or law firm reasonably acceptable to Consultant to remove any restriction on the stock or permit the resale of the stock on a date that is six (6) months after the date hereof.

3. Termination. This Agreement shall terminate immediately at any time by either party after three (3) months from the date hereof, upon thirty (30) days prior written notice to the other party. Notwithstanding the termination provisions in this Section 3, Consultant may terminate this Agreement without notice at any time that the fees set forth in Section 2 of this Agreement remain unpaid more than ten (10) days past their due date.

4. Status as Independent Contractor. The parties agree that Consultant will be an independent contractor for all purposes and that Consultant’s employees or agents will not in any way represent that it is an employee, officer, representative or affiliate in whatever manner of Worlds. Furthermore, Consultant is not a partner, joint venturer or agent of Worlds, nor does Consultant have any right or authority under this Agreement to incur, assume or create, in writing or otherwise, any warranty, liability, or other obligation of any kind, express or implied, in the name of or on behalf of Worlds.

5. Amendment and Waiver. This Agreement may not be amended or waived except in a writing executed by the party against which such amendment or waiver is sought to be enforced. No course of dealing between or among any persons having any interest in this Agreement will be deemed effective to modify or amend any part of this Agreement or any rights or obligations of any person under or by reason of this Agreement.

6. Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when personally delivered or mailed by first class mail, return receipt requested, or when receipt is acknowledged if sent by facsimile or other electronic transmission device. Notices, demands and communications will, unless another address is specified in writing, be sent to the addresses first indicated above.

7. DAMAGES. IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF THE AFFECTED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Assignment. This Agreement shall not be assigned without either party’s prior written consent. Any assignment shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

9. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10. Captions. The captions used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Agreement.

11. Complete Agreement. This Agreement, together with any attached exhibits, constitutes the complete agreement between the parties with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof and thereof in any way.

12. Counterparts. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument

13. Confidentiality. All confidential information delivered by either party to the other shall be used only to for the purposes to carry out the purposes of this Agreement and any other agreement between the parties, and for no other purpose. Such confidential information shall be the sole property of the disclosing party, and shall include any business ideas. Upon termination of this Agreement, the receiving party shall return or destroy all such confidential information or personally identifiable information contained therein. A party otherwise may use non-personally identifiable information possessed by the other party only to the extent such use is agreed to by the other party in writing its sole discretion. No party shall disclose any of the terms of this Agreement to any third party, except to the extent necessary or required to perform its respective obligations under this Agreement; provided, however, that each of the parties may reveal the terms of this Agreement to their financial and legal advisors and institutions or as otherwise required by applicable law or governmental regulation. For purposes of this Agreement, confidential information does not include any information or fact: (a) currently available to the public as of the date hereof; (b) after it becomes available to the public other than as a result of a breach hereof or other wrongful conduct by either party to this Agreement; (c) after it becomes available to either party on a non-confidential basis from a source other than the disclosing party, provided that such third party is not in breach of a confidentiality agreement with either party by making the disclosure; or (d) developed independently by any receiving party without any reference to or use whatsoever of any of the other party’s confidential information.

14.	Non-Solicitation. Neither Worlds nor any consultant, director, officer or employee of Worlds (the “Agents”) shall solicit or engage any vendor or person introduced to Worlds or the Agents by Consultant during the term of this Agreement and for a period of twelve (12) months thereafter without the prior written approval of Consultant.
15.	Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first written above.

By:	WORLDS INC
________________________	By:
Ian Kelly
	CEO/President
May 1, 2013	May 1, 2013

EXHIBIT A

SERVICES

Description: Immediate Web Development Services to start 5/15/12 and end 11/15/13

Immediate Actions Required:

Website Updating

▪ Create and maintain a new www.worlds.com site directed as a patent portfolio holding company and WDDD’s current litigation.

▪ Produce a video of the Intellectual Property Portfolio and Worlds’ place in the IP marketplace of public companies.

▪ Create and maintain links to and from the new www.worlds.com site to comply with SEC disclosure rules with respect to Worlds’ public filings.

EXHIBIT B

FEES

Immediately upon execution of the Agreement, Worlds will deliver to the Consultant a certificate registered in the name of Consultant for 50,000 shares of freely tradable Worlds common stock.

Payment - The total amount for the period is 25,000.00 USD

Payment to be made 80% of the total amount in Stock (S-8 shares of WDDD)

20% of the total amount in cash for immediate expenses and sub-hires

50% of the stock paid by 5/15/13

100% of cash expenses paid by 5/15/13

The remaining 50% of the stock should be issued on

5/15/13 but not paid out until 7/15/13

Payment to be made to:

Ian Kelly

76 S. Main St.

Stockton NJ 08559

609 397 8178

SS# ###-##-####

EX-4.2

Exhibit 4.2

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made as of May 1, 2013, by and between WORLDS INC. (“Worlds”), with an address at 11 Royal Road, Brookline MA 02445 and Bora Bora Inc., with an address at 170 Lake Shore Road, Brighton, MA 02135 (“Consultant”).

WHEREAS, Worlds desires to engage Consultant, on a non-exclusive basis, to provide ongoing consulting services to Worlds;

WHEREAS, Worlds and Consultant desire to have Consultant provide consulting services to Worlds.

NOW THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto agree as follows:

1. Services. Consultant shall render to Worlds the services described in Exhibit A (the “Services”).

2. Compensation. Consultant shall provide the Services for the fees set forth in Exhibit B. For any restricted stock, Worlds shall accept, and shall cause its transfer agent to accept, a Rule 144 legal opinion from any qualified attorney or law firm reasonably acceptable to Consultant to remove any restriction on the stock or permit the resale of the stock on a date that is six (6) months after the date hereof.

3. Termination. This Agreement shall terminate immediately at any time by either party after three (3) months from the date hereof, upon thirty (30) days prior written notice to the other party. Notwithstanding the termination provisions in this Section 3, Consultant may terminate this Agreement without notice at any time that the fees set forth in Section 2 of this Agreement remain unpaid more than ten (10) days past their due date.

4. Status as Independent Contractor. The parties agree that Consultant will be an independent contractor for all purposes and that Consultant’s employees or agents will not in any way represent that it is an employee, officer, representative or affiliate in whatever manner of Worlds. Furthermore, Consultant is not a partner, joint venturer or agent of Worlds, nor does Consultant have any right or authority under this Agreement to incur, assume or create, in writing or otherwise, any warranty, liability, or other obligation of any kind, express or implied, in the name of or on behalf of Worlds.

5. Amendment and Waiver. This Agreement may not be amended or waived except in a writing executed by the party against which such amendment or waiver is sought to be enforced. No course of dealing between or among any persons having any interest in this Agreement will be deemed effective to modify or amend any part of this Agreement or any rights or obligations of any person under or by reason of this Agreement.

6. Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when personally delivered or mailed by first class mail, return receipt requested, or when receipt is acknowledged if sent by facsimile or other electronic transmission device. Notices, demands and communications will, unless another address is specified in writing, be sent to the addresses first indicated above.

7. DAMAGES. IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF THE AFFECTED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Assignment. This Agreement shall not be assigned without either party’s prior written consent. Any assignment shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

9. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10. Captions. The captions used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Agreement.

11. Complete Agreement. This Agreement, together with any attached exhibits, constitutes the complete agreement between the parties with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof and thereof in any way.

12. Counterparts. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument

13. Confidentiality. All confidential information delivered by either party to the other shall be used only to for the purposes to carry out the purposes of this Agreement and any other agreement between the parties, and for no other purpose. Such confidential information shall be the sole property of the disclosing party, and shall include any business ideas. Upon termination of this Agreement, the receiving party shall return or destroy all such confidential information or personally identifiable information contained therein. A party otherwise may use non-personally identifiable information possessed by the other party only to the extent such use is agreed to by the other party in writing its sole discretion. No party shall disclose any of the terms of this Agreement to any third party, except to the extent necessary or required to perform its respective obligations under this Agreement; provided, however, that each of the parties may reveal the terms of this Agreement to their financial and legal advisors and institutions or as otherwise required by applicable law or governmental regulation. For purposes of this Agreement, confidential information does not include any information or fact: (a) currently available to the public as of the date hereof; (b) after it becomes available to the public other than as a result of a breach hereof or other wrongful conduct by either party to this Agreement; (c) after it becomes available to either party on a non-confidential basis from a source other than the disclosing party, provided that such third party is not in breach of a confidentiality agreement with either party by making the disclosure; or (d) developed independently by any receiving party without any reference to or use whatsoever of any of the other party’s confidential information.

14.	Non-Solicitation. Neither Worlds nor any consultant, director, officer or employee of Worlds (the “Agents”) shall solicit or engage any vendor or person introduced to Worlds or the Agents by Consultant during the term of this Agreement and for a period of twelve (12) months thereafter without the prior written approval of Consultant.
15.	Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first written above.

By:	WORLDS INC
________________________	By:
Kevin Mahoney
Bora Bora Inc	CEO/President
May 1, 2013	May 1, 2013

EXHIBIT A

SERVICES

Website Updating

▪ Create and Update a www.worlds.com blogto reflect the direction of Worlds Inc. as a patent portfolio holding company and update filings on current litigation.

▪ Accurately describe and detail Worlds’ Intellectual Property Portfolio.

▪ Create a complete message reflecting the action of the courts.

▪ Monitor and police the traffic on the blog for rude, obnoxious and non-family oriented content.

▪ Develop policy statements for Worlds.

▪ Create B2B marketing materials.

EXHIBIT B

FEES

Promptly upon execution of the Agreement, Worlds will deliver to Kevin Mahoney, an officer, director and owner of the Consultant, a certificate registered in his name for 75,000 shares of Worlds common stock with a standard Rule 144 restrictive legend, provided that such issuance shall be withheld in the event Worlds promptly files a registration statement covering the issuance of shares.

EX-5

Exhibit 5

FEDER KASZOVITZ LLP

ATTORNEYS AT LAW

845 Third Avenue

New York, New York 10022

May 22, 2013

Worlds.com Inc.

11 Royal Road

Brookline, MA02445

Gentlemen:

We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Worlds Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the registration of 125,000 shares of the common stock of the Company, par value, $.001 per share (the "Shares"), which is to be issued pursuant to the terms of two consulting agreements (the "Plans").

As counsel for the Company, we have examined such corporate records, documents and such questions of law as we have considered necessary or appropriate for the purposes of this opinion and, upon the basis of such examination, advise you that in our opinion, all necessary corporate proceedings by the Company have been duly taken to authorize the issuance of the Shares pursuant to the Plans, and that the Shares being registered pursuant to the Registration Statement, when issued in accordance with the terms of the Plans, will be duly authorized, legally issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and all references to it in the Registration Statement.

Very truly yours,

/s/ Gabriel Kaszovitz

Feder Kaszovitz LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 12, 2013 relating to the financial statements and financial statement schedules of Worlds Inc. (f/k/a Worlds.com Inc.), which appears in Worlds Inc.'s Annual Report on Form 10-K for the year ended December 31, 2012.

/s/ Bongiovanni & Associates, CPA'S

Bongiovanni & Associates, CPA'S

Cornelius, North Carolina

May 20, 2013