SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WORLDS INC.
(Name of Issuer)
Common Stock, $.05 par value
(Title of Class of Securities)
981918105
(CUSIP Number)
Irving Rothstein, Esq.
Heller, Horowitz & Feit, P.C.
292 Madison Avenue
New York, New York 10017
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 13, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-I(b)(3) or (4), check the following box
[ ]
Check the following box if a fee is being paid with the statement. [ ]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
NOTE: Six copies of this statement, including all exhibits should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 3 Pages)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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Page 2 of 3 Pages
This statement relates to Common Stock, $.05 par value (the "Common
Stock"), of Worlds Inc., a New Jersey corporation ("Company"). This is amendment
No. 1 to a Schedule 13D that was filed on April 23, 1999 (the "Schedule 13D").
Terms not defined herein shall have the meaning ascribed to them in the Schedule
13D. Unless amended hereby, information contained in the Schedule 13D is
confirmed in all respects.
5. Interest in Securities of the Issuer.
(a) Mr. Greenberg owns 3,818,750 shares of Common Stock (representing
approximately 21.9%) of which 3,618,750 shares were acquired by Mr. Greenberg at
par value as a founder. The balance was acquired as disclosed in Item 5(c)
below. Mr. Scharf owns 1,381,250 shares of Common Stock (representing
approximately 7.9%)all of which were purchased at par value as a founder except
for 400,000 shares purchased in June 1997 at a price of $0.50 per share. Mr.
Kidrin owns 1,300,000 shares of Common Stock (representing approximately
7.5%)which were purchased at par value as a founder. Each Reporting Person
disclaims beneficial ownership in the shares held by the other Reporting
Persons.
(c) By agreement dated April 13, 1999, Messrs. Greenberg, Scharf and
Kidrin agreed to contribute to the capital of the Company for cancellation
881,250, 318,750 and 300,000 shares of Common Stock, respectively. On April 13,
1999, Mr. Greenberg purchased from Mr. Scharf 200,000 shares of Common Stock at
$.50 per share in a private transaction.
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Page 3 of 3 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April ___, 1999
_/s/_____________________
Steven Greenberg
_/s/_____________________
Michael Scharf
_/s/_____________________
Thomas Kidrin
