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
----------- ----------
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
Worlds.com, Inc.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Period from December 31, 1998 to March 31, 2000
(unaudited)
<TABLE>
Deficit
accumulated Total
Common stock Additional during the stockholders
------------------------- paid-in development Treasury equity
Shares Amount capital stage stock (deficit)
----------- ------------ ------------- ------------ ------------------------
<S> <C> <C> <C> <C> <C> <C>
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
=============== ======== =========== ============= ========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
5
<PAGE>
Worlds.com, Inc.
STATEMENTS OF CASH FLOWS
Three months ended March 31,
(unaudited)
<TABLE>
1999 2000
------------ --------
<S> <C> <C>
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 - -
</TABLE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,707,163
<SECURITIES> 0
<RECEIVABLES> 1,392,079
<ALLOWANCES> 0
<INVENTORY> 259,146
<CURRENT-ASSETS> 4,423,329
<PP&E> 1,991,078
<DEPRECIATION> 747,576
<TOTAL-ASSETS> 6,611,165
<CURRENT-LIABILITIES> 4,085,304
<BONDS> 0
<COMMON> 18,929
0
0
<OTHER-SE> 2,450,261
<TOTAL-LIABILITY-AND-EQUITY> 6,611,165
<SALES> 159,190
<TOTAL-REVENUES> 180,023
<CGS> 69,951
<TOTAL-COSTS> 69,951
<OTHER-EXPENSES> 2,091,689
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42,629
<INCOME-PRETAX> (2,008,495)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,008,495)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,008,495)
<EPS-BASIC> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
