Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended September 30, 2020
( ) 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 000-24115
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)
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 every Interactive Data File required to be submitted 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 such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
(Check One):
| Large Accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☐ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 November 10, 2020, 56,814,833 shares of the Issuer's Common Stock were outstanding.
Worlds Inc.
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NOTES TO FINANCIAL STATEMENTS
Nine Months Ended September 30, 2020
(Unaudited)
NOTE 1 – GOING CONCERN
As reflected in the accompanying financial statements, the Company has a working capital deficiency of $2,534,469 and a stockholder’s deficiency of $2,320,780 and used $769,784 of cash in operations for the nine months ended September 30, 2020. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management believes that the actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
NOTE 2 – DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
Description of Business
On May 16, 2011, the Company transferred, through a spin-off to its then wholly owned subsidiary, Worlds Online Inc. (currently called MariMed Inc.), the majority of its operations and related operational assets. The Company retained its patent portfolio which it intends to continue to increase and to more aggressively enforce against alleged infringers.
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"). The Company has incurred significant losses since its inception and has had minimal revenues from operations. The Company will require substantial additional funds for development and enforcement of its patent portfolio. There can be no assurance that the Company will be able to obtain the substantial additional capital resources to pursue its business plan or that any assumptions relating to its business plan will prove to be accurate. The Company has not been able to generate sufficient revenue or obtain sufficient financing which has had a material adverse effect on the Company, including requiring the Company to reduce operations. As the Company has focused its attention on increasing its patent portfolio and enforcing it, the Company has been operating at a reduced capacity, with only one employee and using consultants to perform any additional 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.
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Cash and Cash Equivalents
Cash and cash equivalents includes highly liquid money market instruments, which have original maturities of three months or less at the time of purchase.
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC 606. There was no impact in adopting ASC 606 as the Company has no revenue at this time. In the second quarter of 2011, the Company spun off its online businesses to MariMed Inc. (then called Worlds Online, Inc.). The Company’s sources of revenue after the spinoff was expected to be from sublicenses of the patented technology by Worlds Online and any revenue that may be generated from enforcing its patents. The Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
Research and Development Costs
Research and development costs are charged to operations as incurred.
Property and Equipment
Property and equipment are stated at cost. Depreciation is provided on a straight line basis over the estimated useful lives of the assets ranging from three to five years. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income. Maintenance and repairs are charged to expense in the period incurred.
Impairment of Long Lived Assets
The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during 2020 and 2019.
Stock-Based Compensation
The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB ASC for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
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Income Taxes
The Company accounts for income taxes under Section 740-10-30 of the FASB ASC. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
Notes Payable
The Company has $773,279 in short term notes outstanding at September 30, 2020 and December 31, 2019. These are old notes payable for which the statute of limitations has passed and therefore the Company does not expect it will ever have to repay those notes.
Comprehensive Income (Loss)
The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB ASC which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements.
Loss Per Share
Net loss per common share is computed pursuant to section 260-10-45 of the FASB ASC. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. As of September 30, 2020 there were 11,020,000 options and 4,380,000 warrants outstanding and as of September 30, 2019 there were 11,140,000 options and 4,380,000 warrants outstanding whose effect is anti-dilutive and not included in net loss per share for September 30, 2020 or for September 30, 2019. The options and warrants may dilute future earnings per share.
Commitments and Contingencies
The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
During 2000 the Company was involved in a lawsuit relating to unpaid consulting services. In April, 2001 a judgment against the Company was rendered for approximately $205,000. As of September 30, 2020, and December 31, 2019 the Company recorded a reserve of $205,000 for this lawsuit, which is included in accrued expenses in the accompanying balance sheets.
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Risk and Uncertainties
The Company is subject to risks common to companies in the technology industries, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel.
Off Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
Uncertain Tax Positions
The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year ended December 31, 2019.
Fair Value of Financial Instruments
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
The following are the hierarchical levels of inputs to measure fair value:
| • | Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. |
| • | Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
| • | Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. |
The carrying amounts of the Company’s financial assets and liabilities, such as cash, other receivables, accounts payable & accrued expenses, due to related party, notes payable and notes payables, approximate their fair values because of the short maturity of these instruments. The Company's convertible notes payable are measured at amortized cost.
Warrant and option expense was measured by using level 3 valuation.
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Embedded Conversion Features
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.
For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
The Company accounts for stock-based compensation for employees and directors in accordance with Accounting Standards Codification 718, Compensation (“ASC 718”) as issued by the FASB. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s common stock options are estimated using the Black Scholes option-pricing model with the following assumptions: expected volatility, dividend rate, risk free interest rate and the expected life. The Company expenses stock-based compensation by using the straight-line method. In accordance with ASC 718 and, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from operating activities. All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the condensed consolidated statements of operations. The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Accounting Standards Update (“ASU”) 2018-07.
In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted the new lease guidance effective January 1, 2019. The Company is not a party to any leases and therefore is not showing any asset or liability related to leases in the current period or prior periods.
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NOTE 3 - NOTES PAYABLE
| Notes payable at September 30, 2020 consist of the following: | ||||
| Unsecured note payable bearing 8% interest, | ||||
| entire balance of principal and unpaid interest due on demand | $ | 124,230 | ||
| Unsecured note payable bearing 10% interest, | ||||
| entire balance of principal and unpaid interest due on demand | $ | 649,049 | ||
| Total notes | $ | 773,279 | ||
| 2020 | $ | 773,279 | ||
| 2021 | $ | -0- | ||
| 2022 | $ | -0- | ||
| 2023 | $ | -0- | ||
| 2024 | $ | -0- | ||
| $ | 773,279 | |||
The Company imputed interest of $60,013 on the notes during the nine months ended September 30, 2020. The Company repaid the $600,000 in notes payable and $150,000 in notes payable related party with accrued interest totaling $189,118 during the nine months ended September 30, 2019.
NOTE 4 - EQUITY
All common stock numbers and exercise prices in this Note are reflected on a post reverse split (5 to 1) basis. As a result of the reverse split on February 9, 2018, the Company issued an additional 167 shares due to rounding.
During the nine months ended September 30, 2020, the Company recorded an option expense of $256,574 representing the amortization of the value of the options issued in 2018 that have not yet vested.
During the nine months ended September 30, 2019, the Company recorded an option expense of $307,703 representing the amortization of the value of the options issued in 2018 that have not yet vested.
| Stock Warrants and Options | ||||||||||
| Stock warrants/options outstanding and exercisable on September 30, 2020 are as follows: | ||||||||||
| Exercise Price per Share | Shares Under Option/warrant | Remaining Life in Years | ||||||||
| Outstanding | ||||||||||
| $ | 0.325 | 3,500,000 | 3.33 | |||||||
| $ | 0.15 | 5,220,000 | 2.00 | |||||||
| $ | 0.15 | 580,000 | 0.20 | |||||||
| $ | 0.05 | 200,000 | 2.20 | |||||||
| $ | 0.30 | 200,000 | 2.20 | |||||||
| $ | 0.25 | 5,000,000 | 2.92 | |||||||
| $ | 0.24 | 800,000 | 3.92 | |||||||
| Exercisable | ||||||||||
| $ | 0.325 | 3,500,000 | 3.33 | |||||||
| $ | 0.15 | 5,220,000 | 2.00 | |||||||
| $ | 0.15 | 580,000 | 0.20 | |||||||
| $ | 0.05 | 200,000 | 2.20 | |||||||
| $ | 0.30 | 200,000 | 2.00 | |||||||
| $ | 0.25 | 3,500,000 | 2.92 | |||||||
| $ | 0.24 | 800,000 | 2.92 | |||||||
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NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company is committed to an employment agreement with its President and CEO, Thom Kidrin. The agreement, dated as of August 28, 2018, is for five years with a one-year renewal option held by Mr. Kidrin. The agreement provides for a base salary of $200,000, which increases 10% on September 1 of each year; a monthly car allowance of $500; an annual bonus equal to 2.5% of Pre-Tax Income (as defined in the agreement); an additional bonus as follows: $75,000, if Pre-Tax Income for the year is between 150% and 200% of the prior fiscal year’s Pre-Tax Income or (B) $100,000, if Pre-Tax Income for the year is between 201% and 250% of the prior fiscal year’s Pre-Tax Income or (C) $200,000, if Pre-Tax Income for the year is 251% or greater than the prior fiscal year’s Pre-Tax Income, but in no event shall this additional bonus exceed five (5%) percent of Pre-Tax Income for such year; payment of up to $10,000 in life insurance premiums; options to purchase 5 million shares of Worlds Inc. common stock at an exercise price of $0.25 per share, 2 million of which vested on August 28, 2018, 1.5 million vested on August 28, 2019 and the remaining 1.5 million vested on August 28, 2020; a death benefit of at least $2 million dollars; and a payment equal to 2.99 times his base amount (as defined in the agreement) in the event of a Change of Control (as defined in the agreement). The agreement also provides that Mr. Kidrin can be terminated for cause (as defined in the agreement) and that he is subject to restrictive covenants for 12 months after termination.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company paid $150,000 in notes payables with accrued interest to related parties during the nine months ended September 30, 2019.
The balance in the accrued expense attributable to related parties is $80,018 and $341,624 at September 30, 2020 and December 31, 2019, respectively.
NOTE 7 - PATENTS
Worlds Inc. currently has nine patents, 6,219,045 - 7,181,690 - 7,493,558 – 7,945,856, - 8,082,501, – 8,145,998 – 8,161,383, – 8,407,592 and 8,640,028. On March 30, 2012, the Company filed a patent infringement lawsuit against Activision Bizzard Inc., Blizzard Entertainment Inc. and Activision Publishing Inc. in the United States District Court for the District of Massachusetts. On September 20, 2019, the Company filed a lawsuit against Linden Research, Inc. in the US District court for the District of Delaware. On September 25, 2020, the Company filed a lawsuit against Microsoft Corporation in the U.S. District Court for the Western District of Texas. Davidson, Berquist, Jackon & Gowdey LLP is lead counsel for the Company.
There can be no assurance that the Company will be successful in its ability to prosecute its IP portfolio or that we will be able to acquire additional patents.
NOTE 8 – ACCRUED EXPENSES
Accrued expenses is comprised of $80,018 owed to related parties. $205,000 is related to a judgment against the Company relating to unpaid consulting services dating back to April of 2001. $1,305,009 is related to old accruals for which the statute of limitations has passed and therefore the Company does not expect it will ever have to repay those amounts. The balance of $6,087 is related to accruals for recurring operating expenses.
NOTE 9 – CONVERTIBLE NOTE RECEIVABLE – RELATED PARTY
The Company made an investment in the form of a convertible note in the amount of $200,000 to Canadian American Standard Hemp (CASH). The convertible note has a 7% annual interest rate and matures in 2 years. Interest and principle is payable at maturity. The note can be converted at any time and either all or part of the amount due can be converted into CASH equity at a price of $0.50 per share. If converted into common stock, the Company would own less than 1% of CASH based upon current number of CASH shares outstanding. Messrs. Kidrin, Toboroff and Christos are Directors of CASH and Mr. Kidrin is the CEO and Mr. Ryan is the CFO of CASH.
During the nine months ended September 30, 2020, the Company earned $10,656 in interest on the note.
NOTE 10 – SUBSEQUENT EVENTS
The Company reviewed for subsequent events and there are none to report.
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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 other filings by the Company with the Commission, the words or phrases such as "anticipate," "believe," "could," "estimate," "expect," "intend," “hope”, "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 resulting from changes in political, social and economic conditions (whether or not related to terrorism, war, pandemic, weather, environmental or other factors) in the jurisdictions in which we operate and changes to regulations that pertain to our operations.
The following discussion should be read in conjunction with the unaudited 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
On May 16, 2011, we transferred, through a spin-off to our then wholly owned subsidiary, Worlds Online Inc. (currently named MariMed Inc.), the majority of our operations and related operational assets. We retained our patent portfolio which we intend to continue to increase and to more aggressively enforce against alleged infringers. We also entered into a License Agreement with MariMed Inc. to sublicense patented technologies, which agreement has since expired.
At present, the Company’s business is the enforcement and expansion of its patent portfolio and its anticipated sources of revenue will be from any revenue that may be generated from enforcing its patents.
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Revenues
We generated no revenue during the quarter because we did not receive any court awards or settlements during the quarter.
Expenses
We classify our expenses into two broad groups:
| • | Cost of revenues; and |
| • | selling, general and administration. |
Liquidity and Capital Resources
We have had to limit our operations since mid 2001 due to a lack of liquidity. However, we were able to issue equity and convertible debt in the last few years and raise small amounts of capital from time to time that, prior to the spinoff, was used to enable us to begin upgrading our technology, develop new products and actively solicit additional business, and more recently to protect, increase and enforce our patent portfolio. Although we have been able to generate funds through our sale of shares of MariMed Inc., we continue to pursue additional sources of capital though we have no current arrangements with respect to, or sources of, additional financing at this time and there can be no assurance that any such financing will become available. If we cannot raise additional capital, form an alliance of some nature with another entity, raise more funds through the sale of shares of MariMed Inc., or start to generate sufficient revenues, we may be unable to purchase additional patents or otherwise expand operations through acquisition or otherwise.
RESULTS OF OPERATIONS
Our net revenues for each of the nine months ended September 30, 2020 and 2019 were $0. All the operations were transferred over to Worlds Online Inc. in the spin off. The Company’s sources of revenue are anticipated to be from enforcing our patents in litigation or otherwise.
Three months ended September 30, 2020 compared to three months ended September 30, 2019
Revenue is $0 for the three months ended September 30, 2020 and 2019. All the operations were transferred over to Worlds Online Inc. in the spin off. The business up to the spin off continued to run in a severely diminished mode due to the lack of liquidity. Post spin off we still need to raise a sufficient amount of capital to provide the resources required that would enable us to expand our business.
Cost of revenues is $0 in the three months ended September 30, 2020 and 2019.
Selling general and administrative (SG&A) expenses increased by $128,088 from $178,091 to $306,179 for the three months ended September 30, 2019 and 2020, respectively. Increase is due to an increase in legal costs related to the patent infringement litigation cases.
Salaries and related increased by $7,298 to $58,206 from $50,908 for the three months ended September 30, 2020 and 2019. The decrease is insignificant as the CEO’s salary is based on the terms of his 2018 employment agreement.
For the three months ended September 30, 2020, the Company recorded an option expense of $69,028, equal to the increase in estimated fair value of the unvested options at September 30, 2020. For the three months ended September 30, 2019, the Company recorded $253,232 of option expense.
For the three months ended September 30, 2020 the Company had an interest expense of $22,176 and for the three months ended September 30, 2019 the Company had an interest expense of $0.
For the three months ended September 30, 2020 the Company had interest income of $3,578. For the three months ended September 30, 2019 the Company had no interest income.
As a result of the foregoing, we realized a net loss of $452,011 for the three months ended September 30, 2019 compared to a net loss of $490,421 for the three months ended September 30, 2019.
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Nine months ended September 30, 2020 compared to nine months ended September 30, 2019
Revenue is $0 for the nine months ended September 30, 2020 and 2019. All the operations were transferred over to Worlds Online Inc. in the spin off. The business up to the spin off continued to run in a severely diminished mode due to the lack of liquidity. Post spin off we still need to raise a sufficient amount of capital to provide the resources required that would enable us to continue running the business.
Cost of revenues is $0 in the nine months ended September 30, 2020 and 2019.
Selling general and administrative (SG&A) expenses increased by $195,078 from $524,763 to $719,841 for the nine months ended September 30, 2019 and 2020, respectively. The increase is due to an increase in legal costs related to the patent infringement litigation cases.
Salaries and related increased by $5,245 to $166,608 from $161,363 for the nine months ended September 30, 2020 and 2019, respectively. The increase is due to the increase in the CEO’s salary based on the terms of his 2018 employment agreement.
For the nine months ended September 30, 2020, the Company recorded an option expense of $256,574, equal to the increase in estimated fair value of the unvested options at September 30, 2020. For the nine months ended September 30, 2019, the Company recorded $307,703 of option expense.
For the nine months ended September 30, 2020, the Company had interest expense of $60,013. For the nine months ended September 30, 2019, the Company had interest expense of $8,015.
For the nine months ended September 30, 2020 the Company had interest income of $10,656. For the nine months ended September 30, 2019 the Company had no interest income.
As a result of the foregoing, we realized a net loss of $1,192,380 for the nine months ended September 30, 2020 compared to a net loss of $1,001,844 in the nine months ended September 30, 2019.
Liquidity and Capital Resources
At September 30, 2020, our cash and cash equivalents were $790,404. The Company did not raise any funds or sell any shares of stock that the Company retained in the spin off company MariMed Inc. during the nine months ended September 30, 2020. The Company used $769,784 in cash to pay for operating expenses during the nine months ended September 30, 2020.
At September 30, 2019, our cash and cash equivalents were $1,932,708. The Company did not raise any funds or sell any shares of stock that the Company retained in the spin off company MariMed Inc. During the nine months ended September 30, 2019, the Company repaid $750,000 in notes payable and notes payable related party plus accrued interest of $189,118. The Company used approximately $1,163,412 in cash to pay for operating expenses during the nine months ended September 30, 2019.
Our primary cash requirements have been used to fund the cost of operations and lawsuits, and patent enforcement, with additional funds having been used in connection with the exploration of new business lines.
We hope to raise additional funds to be used for further developing our portfolio of patents and to document our technology in order to enforce our patents where there is infringement. No assurances can be given that we will be able to raise any additional funds.
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Item 4. Controls And Procedures
As of September 30, 2020, 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 not effective as of September 30, 2020.
Changes in Internal Control Over Financial Reporting
During the quarter covered by this report 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.
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PART II OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is seeking damages for patent infringement of the Company’s patents in three active proceedings. The first proceeding, filed by the Company against Activision Blizzard, Inc., Blizzard Entertainment, Inc., and Activision Publishing, Inc. in the U.S. District Court for the District of Massachusetts in 2012, was temporarily stayed in 2015. In April 2020, U.S. District Judge Denise Casper lifted the stay and entered a schedule to complete the case. The Company also filed a complaint for patent infringement against Linden Research, Inc., d/b/a Linden Lab in the U.S. District Court for the District of Delaware in 2019, and a complaint for patent infringement against Microsoft Corporation in the U.S. District Court for the Western District of Texas in September, 2020.
| 1. | Company’s Lawsuit Against Activision Entities |
The Company's lawsuit against the Activision entities, filed in 2012, was stayed in 2015 pending the outcome of nine Inter Partes Review (“IPR”) petitions filed by Bungie, Inc. to the U.S. Patent & Trademark Office's Patent Trial and Appeal Board (“PTAB”). Those IPR proceedings were concluded in Company's favor on January 14, 2020, with the majority of the challenged claims surviving Bungie's challenges. Returning to its District Court litigation, the Company asked that Judge Casper lift the stay and allow the Company to proceed in its lawsuit for patent infringement of the Company’s patents against the Activision entities.
On April 17, 2020, Judge Casper issued an Order lifting the stay, and setting a pre-trial schedule, with a final pretrial conference and trial to occur at a date to be determined after September 24, 2021. The Court's schedule is as follows:
| • | Fact discovery resumes April 21, 2020. Date by which counsel to meet/confer regarding estoppel issue May 5, 2020. Worlds' narrowed election of asserted claims May 5, 2020. Activision's 35 U.S.C. 101 motion due May 19, 2020. Worlds' opposition to the 35 U.S.C. 101 motion due September 9, 2020. Activision's 35 U.S.C. 101 reply brief due September 23, 2020. Hearing on Activision's 35 U.S.C. 101 motion July 22, 2020 at 3:00 p.m. |
| • | Close of Fact Discovery January 14, 2021. Worlds' Narrowing of Asserted Claims (No more than 3 claims per patent; 15 claims maximum) January 21, 2021. Activision's Narrowing of Prior Art (No more than 7 prior art references per patent; 20 references total) February 4, 2021. |
| • | Status conference February 8, 2021 at 2:00 p.m. Opening expert reports February 18, 2021. Rebuttal expert reports March 25, 2021. Close of Expert Discovery April 15, 2021. |
| • | Dispositive motions (can address estoppel issue If still disputed)/Daubert motions due May 13, 2021. Opposition to Dispositive motions/Daubert motions due September 10, 2021. Reply briefs in support of Dispositive motions/Daubert motions due September 24, 2021. Hearing on dispositive motions/Daubert hearing TBD. Final Election deadlines and Final Pretrial Conference TBD. |
| 2. | Company’s Lawsuit Against Linden Research, Inc. d/b/a Linden Lab |
On September 20, 2019, the Company filed a lawsuit against Linden Research, Inc., d/b/a Linden Lab (“Linden”) in the U.S. District Court for the District of Delaware for patent infringement of the Company’s U.S. Patent No. 7,181,690. This case was assigned to U.S. District Judge Maryellen Noreika. On December 2, 2019, Linden answered the Complaint, denying that it has committed patent infringement. On January 8, 2020, the Court entered a Scheduling Order, setting deadlines for Fact Discovery and Contentions, Claim Construction, Expert Discovery, Summary Judgment, and Trial Phase. A claim construction hearing (“Markman” hearing) is scheduled for November 13, 2020. The scheduled trial date is January 31, 2022.
| 3. | Company’s Lawsuit Against Microsoft Corporation |
On September 25, 2020, the Company filed a lawsuit against Microsoft Corporation (“Microsoft”) in the U.S. District Court for the Western District of Texas for patent infringement of the Company’s U.S. Patent No. 8,082,501. This case was assigned to U.S. District Judge Alan D. Albright. By Microsoft’s request, Microsoft’s deadline to answer Worlds’ complaint and the accompanying allegations has been set for December 4, 2020.
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Item 1A. Risk Factors
We are not obligated to disclose our risk factors in this report, however, limited information regarding our risk factors appears in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Forward-Looking Statements” contained in this Quarterly Report on Form 10-Q and in “Item 1A. RISK FACTORS” of our 2019 Annual Report on Form 10-K. There have been no material changes from the risk factors previously disclosed in our 2019 Annual Report on Form 10-K.
The above notwithstanding, we are mindful of the COVID-19 pandemic currently sweeping the world in general and in particular the United States. Inasmuch as our business model does not rely on sales of a product or services or consumer access thereto, we do not believe that we will be negatively impacted by the pandemic and the economic havoc it is currently wreaking on the economies of the United States and the world. Having said that, it is possible that if the pandemic continues for an extended period of time and/or recurs again in the future, it may cause delays in the prosecution of the Company’s lawsuits.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
| 3.1 | Certificate of Incorporation (a) | ||
| 3.2 | By-Laws Restated as Amended (b) | ||
| 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. | ||
| 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, as amended as described in Proxy Statements on Form DEF 14A filed on September 7, 2013 and May 17, 2016, and incorporated herein by reference. |
| (b) | Filed previously with the Proxy Statement Form DEF 14A on May, 19, 2010, and incorporated herein by reference. |
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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: November 12, 2020
WORLDS INC.
By: /s/Thomas Kidrin
Thomas Kidrin
President and CEO
By: /s/Christopher Ryan
Christopher Ryan
Chief Financial Officer
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INDEX TO EXHIBITS
| Exhibit No. | Description | |||
| 3.1 | Certificate of Incorporation (a) | |||
| 3.2 | By - Laws Restated as Amended (b) | |||
| 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. | |||
| 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, as amended as described in Proxy Statements on Form DEF 14A filed on September 7, 2013 and May 17, 2016, and incorporated herein by reference. |
| (b) | Filed previously with the Proxy Statement Form DEF 14A on May, 19, 2010, and incorporated herein by reference. |
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