UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One)
| S | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2013
| £ | 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 INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 22-1848316 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
11 Royal Road, Brookline, MA 02445
(Address of Principal Executive Offices)
(617) 725-8900
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name Of Each Exchange On Which Registered | |
| None | Not Applicable |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No S
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes £ No S
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 S 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 S No £
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £
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 S Smaller reporting company
(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 Act.): Yes £ No S
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked closing price of such common equity, as of June 28, 2013 (closing price was $0.33) was approximately $27,427,083.
As of March 14, 2014, 93,209,823 shares of the Issuer's Common Stock were outstanding.
| (1) |
Explanatory Note
This Amendment is being filed solely to add Exhibit 23.1. No other changes from the original filing on April 1, 2014 have been made.
ITEM 15. EXHIBITS .
| Exhibit No. | Description | ||
| 3.1 | Certificate of Incorporation (a) | ||
| 3.2 | By-Laws- Restated as Amended (a) | ||
| 4.1 | 2007 Stock Option Plan (c) | ||
| 10.1 | Consulting Agreement between the Registrant and SGC Advisory, Inc. (b) | ||
| 10.2 | Employment Agreement between the Registrant and Thom Kidrin (d) | ||
| 10.3 | License Agreement between Worlds Online Inc. and Registrant dated as of May 16, 2011 (e) | ||
| 10.4 | Securities Purchase Agreement dated as of March 14, 2013 between the registrant and the Buyers listed thereon. (f) | ||
| 10.5 | Form of Security and Pledge Agreement between the registrant the Collaleral Agent . (f) | ||
| 10.6 | Form of Registration Rights Agreements between the registrant and the Buyers listed thereon. (f) | ||
| 10.7 | Form of Warrant dated March 20, 2013 (f) | ||
| 10.8 | Form of Series A Note dated March 20, 2013 (f) | ||
| 10.9 | Form of Series B Note dated March 20, 2013 (f) | ||
| 10.10 | Form of Series C Note dated March 20, 2013 (f) | ||
| 14.1 | Code of Ethics (d) | ||
| 23.1 |
Consent of Bongiovanni & Associates, P.A., Certified Public Accountants**
| ||
| 31.1. | Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer ** | ||
| 31.2. | Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer ** | ||
| 32.1. | Section 1350 Certifications of Chief Executive Officer ** | ||
| 32.2. | Section 1350 Certifications of Chief Financial Officer ** | ||
| 101.INS* XBRL | Instance Document | ||
| 101.SCH* XBRL | Taxonomy Extension Schema | ||
| 101.CAL* XBRL | Taxonomy Extension Calculation Linkbase | ||
| 101.DEF* XBRL | Taxonomy Extension Definition Linkbase | ||
| 101.LAB* XBRL | Taxonomy Extension Label Linkbase | ||
| 101.PRE* XBRL | Taxonomy Extension Presentation Linkbase |
| (a) | Filed previously with the Proxy Statement Form DEF 14A on May, 19, 2010, and incorporated herein by reference. |
| (b) | Filed previously as an exhibit to Registrant's Annual Report on Form 10-KSB filed on March 30, 2000, and incorporated herein by reference. |
| (c) | Filed previously as an exhibit to Registrant's Current Report on Form 8-K filed on September 7, 2007, and incorporated herein by reference. |
| (d) | Filed previously as an exhibit to Registrant's Annual Report on Form 10-KSB filed on April 3, 2008, and incorporated herein by reference. |
| (e) | Incorporated by reference from Registration statement on form 10-12G (File No. 000-54433), Amendment No. 2 of Worlds Online Inc. filed on October 7, 2011 |
| (f) | Filed previously as an exhibit to regisrtant current report on from 8K filed on March 15, 2013 and in coporated herein by referenced. |
* Filed with original filing on April 1, 2014
** Filed herewith
| (2) |
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: June 25, 2014
WORLDS INC.
(Registrant)
By: /s/ Thomas Kidrin Name: Thomas Kidrin Title: President and Chief Executive Officer |
In accordance with the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signatures | Title | Date | ||||
/s/ Thomas Kidrin Thomas Kidrin |
President, Chief Exectutive Officer and Director | June 25, 2014 | ||||
/s/ Christopher J. Ryan Christopher J. Ryan |
Vice President - Finance and Principal Accounting and Financial Officer | June 25, 2014 | ||||
/s/ Bernard Stolar Bernard Stolar |
Director | June 25, 2014 | ||||
/s/ Robert Fireman Robert Fireman |
Director | June 25, 2014 | ||||
/s/ Edward Gildea Edward Gildea |
Director | June 25, 2014 | ||||
| (3) |
EXHIBIT TO INDEX
| Exhibit No. | Description | ||
| 3.1 | Certificate of Incorporation (a) | ||
| 3.2 | By-Laws- Restated as Amended (a) | ||
| 4.1 | 2007 Stock Option Plan (c) | ||
| 10.1 | Consulting Agreement between the Registrant and SGC Advisory, Inc. (b) | ||
| 10.2 | Employment Agreement between the Registrant and Thom Kidrin (d) | ||
| 10.3 | License Agreement between Worlds Online Inc. and Registrant dated as of May 16, 2011 (e) | ||
| 10.4 | Securities Purchase Agreement dated as of March 14, 2013 between the registrant and the Buyers listed thereon. (f) | ||
| 10.5 | Form of Security and Pledge Agreement between the registrant the Collaleral Agent . (f) | ||
| 10.6 | Form of Registration Rights Agreements between the registrant and the Buyers listed thereon. (f) | ||
| 10.7 | Form of Warrant dated March 20, 2013 (f) | ||
| 10.8 | Form of Series A Note dated March 20, 2013 (f) | ||
| 10.9 | Form of Series B Note dated March 20, 2013 (f) | ||
| 10.10 | Form of Series C Note dated March 20, 2013 (f) | ||
| 14.1 | Code of Ethics (d) | ||
| 23.1 |
Consent of Bongiovanni & Associates, P.A., Certified Public Accountants**
| ||
| 31.1. | Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer ** | ||
| 31.2. | Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer ** | ||
| 32.1. | Section 1350 Certifications of Chief Executive Officer ** | ||
| 32.2. | Section 1350 Certifications of Chief Financial Officer ** | ||
| 101.INS* XBRL | Instance Document | ||
| 101.SCH* XBRL | Taxonomy Extension Schema | ||
| 101.CAL* XBRL | Taxonomy Extension Calculation Linkbase | ||
| 101.DEF* XBRL | Taxonomy Extension Definition Linkbase | ||
| 101.LAB* XBRL | Taxonomy Extension Label Linkbase | ||
| 101.PRE* XBRL | Taxonomy Extension Presentation Linkbase |
| (a) | Filed previously with the Proxy Statement Form DEF 14A on May, 19, 2010, and incorporated herein by reference. |
| (b) | Filed previously as an exhibit to Registrant's Annual Report on Form 10-KSB filed on March 30, 2000, and incorporated herein by reference. |
| (c) | Filed previously as an exhibit to Registrant's Current Report on Form 8-K filed on September 7, 2007, and incorporated herein by reference. |
| (d) | Filed previously as an exhibit to Registrant's Annual Report on Form 10-KSB filed on April 3, 2008, and incorporated herein by reference. |
| (e) | Incorporated by reference from Registration statement on form 10-12G (File No. 000-54433), Amendment No. 2 of Worlds Online Inc. filed on October 7, 2011 |
| (f) | Filed previously as an exhibit to registrant current report on form 8K filed on March 15, 2013 and incorporated herein by referenced |
* Filed with original filing on April 1, 2014.
** Filed herewith
| (4) |
Exhibit 23.1
|
Bongiovanni& Associates, P.A. |
FL Office 7951 SW 6th St., Suite. 216 Plantation, FL 33324 Tel: 954-424-2345 Fax: 954-424-2230
NC Office 19720 Jetton Road, 3rd Floor Cornelius, NC 28031 Tel: 704-892-8733 Fax: 704-892-6487
|
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Worlds Inc.
We consent to the incorporation by reference in the Form S-8 filed on May 24, 2013 (File No. 333-188867) of our report dated April 1, 2014 with respect to the financial statements of Worlds, Inc. included in this Form 10-K for the year ending December 31, 2013.
/ Bongiovanni & Associates, P.A./
Bongiovanni & Associates, P.A.
Certified Public Accountants
Cornelius, North Carolina
The United States of America
June 24, 2014
| www.ba-cpa.net |
EXHIBIT 31.1
Certifications
I, Thomas Kidrin, certify that:
1. I have reviewed this annual report on Form 10-K/A of Worlds Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 31, 2014
/s/ Thomas Kidrin
Thomas Kidrin
Chief Executive Officer
EXHIBIT 31.2
Certifications
I, Christopher J. Ryan, certify that:
1. I have reviewed this annual report on Form 10-K/A of Worlds Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 31, 2014
/s/ Christopher J. Ryan
Christopher J. Ryan
Principal Accounting and Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Worlds Inc. (the "Company") on Form 10-K/A for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas Kidrin, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
| (2) | The information contained in the Report fairly presents, in all material respects, our financial condition and result of operations. |
|
WORLDS INC. (Registrant) | ||
| Date: March 31, 2014 | By: | / s/ Thomas Kidrin |
|
Thomas Kidrin Chief Executive Officer | ||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Worlds Inc. (the "Company") on Form 10-K/A for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher J. Ryan, Principal Accounting and Financial Officer of the Company, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, our financial condition and result of operations. |
|
WORLDS INC. (Registrant) | ||
| Date: March 31, 2014 | By: | /s/ Christopher J. Ryan |
|
Christopher J. Ryan Principal Accounting and Financial Officer | ||