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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 March 31, 2024

( ) 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 May 10, 2024, 57,112,506 shares of the Issuer's Common Stock were outstanding.

   
   

 

 

Worlds Inc.

 

Table of Contents 

    Page
Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 (audited)     2  
Statements of Operations for the three months ended March 31, 2024 and 2023 (unaudited)     3  
Statements of Stockholders’ Deficit for the three months ended March 31, 2023 and 2024 (unaudited)     4  
Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited)     5  
Condensed Notes to Financial Statements     6  

 

  1 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

       
Worlds Inc.      
Balance Sheets      
March 31, 2024 and December 31, 2023      
   Unaudited  Audited
   March 31, 2024  December 31, 2023
       
ASSETS:          
Current Assets          
Cash and cash equivalents  $155,245   $244,856 
Prepaid expenses   26,545    20,545 
Total Current Assets   181,790    265,401 
           
Total assets  $181,790   $265,401 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT:          
Current Liabilities          
Accounts payable  $798,708   $798,108 
Accrued expenses related party   158,151    148,151 
Accrued expenses   1,699,677    1,688,026 
Notes payable exceeding statute of limitations   773,279    773,279 
Total Current Liabilities   3,429,815    3,407,564 
           
Total Liabilities   3,429,815    3,407,564 
           
Common stock (Par value $0.001 authorized 250,000,000 shares, issued and outstanding 57,112,506 at March 31, 2024 and December 31, 2023   57,113    57,113 
Additional paid in capital   42,335,725    42,335,725 
Common stock-warrants   1,206,913    1,206,913 
Accumulated deficit   (46,847,776)   (46,741,914)
Total stockholders' deficit   (3,248,025)   (3,142,163)
           
Total Liabilities and stockholders' deficit  $181,790   $265,401 
           
The accompanying notes are an integral part of these financial statements

 

  2 

 

 

       
Worlds Inc.      
Statements of Operations      
For the Three Months Ended March 31, 2024 and 2023      
   Unaudited
   March 31,
   2024  2023
Revenue          
Revenue  $—      —   
           
Total Revenue   —      —   
           
Cost and Expenses          
           
Cost of Revenue   —      —   
           
Gross Profit/(Loss)   —      —   
           
Selling, General & Admin.   26,765    25,724 
Salaries and related   60,359    54,110 
           
Operating loss   (87,124)   (79,834)
           
Gain on sale of marketable securities   —      69,035 
Interest expense   (18,738)   (18,711)
Net Income/(Loss)  $(105,862)   (29,510)
           
Weighted Average Gain (Loss) per share, basic and diluted  $(0.00)  $(0.00)
Weighted Average Common Shares Outstanding, basic and diluted   57,112,506    57,112,506 
           
The accompanying notes are an integral part of these financial statements

  

  3 

 

                   
Worlds Inc.         
Statement of Stockholders’ Deficit         
For the Three Months Ended March 31, 2023 and 2024 - Unaudited         
                   
         Additional  Common     Total
   Stock  Stock  Paid-in  Stock  Accumulated  stockholders'
   Shares  Amount  capital  Warrants  Deficit  Deficit
                   
 Balances, December 31, 2022   57,112,506    57,113    42,335,725    1,206,913    (46,824,093)   (3,224,342)
                               
 Net Loss   —      —      —      —      (29,510)   (29,510)
                               
 Balances. March 31, 2023   57,112,506    57,113    42,335,725    1,206,913    (46,853,603)   (3,253,852)
                               
                               
 Balances, December 31, 2023   57,112,506    57,113    42,335,725    1,206,913    (46,741,914)   (3,142,163)
                               
 Net Loss   —      —      —      —      (105,862)   (105,862)
                               
 Balances, March 31, 2024   57,112,506    57,113    42,335,725    1,206,913    (46,847,776)   (3,248,025)
                               
The accompanying notes are an integral part of these financial statements

 

  

  4 

 

 

 

       
Worlds Inc.      
Statements of Cash Flows      
Three Months Ended March 31, 2024 and 2023      
       
   Unaudited  Unaudited
   3/31/2024  3/31/2023
Cash flows from operating activities:          
Net Income/(loss)  $(105,862)  $(29,510)
Adjustments to reconcile net loss to net cash used in operating activities          
Realized gain on sale of marketable securities   —      (69,035)
Prepaid expenses   (6,000)   —   
Accounts payable and accrued expenses related party   10,000    28,246 
Accounts payable and accrued expenses   12,251    29,161 
Net cash (used in) operating activities:   (89,611)   (41,138)
           
Cash flows from investing activities          
Cash received from sale of marketable securities   —      69,035 
Cash provided by investing activities   —      69,035 
           
Cash flows from financing activities          
Loan payable related party   —      45,000 
Net cash provided by financing activities   —      45,000 
           
Net increase/(decrease) in cash and cash equivalents   (89,611)   72,897 
           
Cash and cash equivalents, beginning of year   244,856    7,778 
           
Cash and cash equivalents, end of period  $155,245   $80,675 
           
Supplemental disclosure of cash flow information:          
Cash paid during the period for:          
Interest  $—     $—   
Income taxes  $—     $—   
           
The accompanying notes are an integral part of these financial statements

 

  5 

 

 

Worlds Inc.

NOTES TO FINANCIAL STATEMENTS

Three Months Ended March 31, 2024

(Unaudited)

 

NOTE 1 – GOING CONCERN

 

As reflected in the accompanying financial statements, the Company has a working capital deficiency of $3,248,025 and a stockholder’s deficiency of $3,248,025 and used $89,611 of cash in operations for the three months ended March 31, 2024. 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, although no assurance can be given that the Company will be successful. 

 

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 and is looking to expand on its legacy celebrity worlds and its collection of non-fungible tokens.

 

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 its expansion of its legacy celebrity worlds and its collection of non-fungible tokens. 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 historically on increasing its patent portfolio and enforcing it, and more recently on its expansion of its legacy celebrity worlds and its collection of non-fungible tokens, 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. 

  6 

 

 

Cash and Cash Equivalents

 

Cash and cash equivalents include 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. 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. Commencing in the first half of 2023, the Company expects that its revenues will come from its expansion of its legacy celebrity worlds and its collection of non-fungible tokens. 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.

 

Advertising Expenses

 

Advertising costs are expensed as incurred. There were no advertising costs in the three months ended March 31, 2024 and 2023. 

 

Research and Development Costs

 

Research and development costs are charged to operations as incurred. There were no research and development costs in the three months ended March 31, 2024 and 2023.

 

Prepaid Expenses

 

Prepaid expenses is a retainer paid to a law firm and an advance payment to a data center. The balance at March 31, 2024 is $26,545. The balance at December 31, 2023 is $20,545. 

 

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 the first quarter of 2024 and 2023. 

  7 

 

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 services 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.

 

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 March 31, 2024 and December 31, 2023. 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 March 31, 2024, there were 16,600,000 options and no warrants outstanding and as of March 31, 2023, there were 22,400,000 options and no warrants outstanding whose effect is anti-dilutive and not included in diluted net loss per share for March 31, 2024 or for March 31, 2023. The options and warrants may dilute future earnings per share. 

  8 

 

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 March 31, 2024, and December 31, 2023 the Company recorded a reserve of $205,000 for this lawsuit, which is included in accrued expenses in the accompanying balance sheets.

 

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, 2023.

 

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.

  9 

 

 

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.

 

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. 

  10 

 

NOTE 3 - NOTES PAYABLE 

 

Notes payable at March 31, 2024 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  
2024 (9 months remaining)   $ 773,279  
2025   $ -0-  
2026   $ -0-  
2027   $ -0-  
2028   $ -0-  
    $ 773,279  

    

The Company accrued interest of $18,738 on the notes during the quarter ended March 31, 2024. 

 

NOTE 4 - EQUITY

 

The Company did not issue any shares of common stock, options or warrants in the three months ending March 31, 2024 or in the three months ending March 31, 2023.  

 

     
  Stock Warrants and Options  
  Stock warrants/options outstanding and exercisable on March 31, 2024 are as follows  
     
Exercise Price per Share Shares Under Option/warrant Remaining Life in Years
     
Outstanding    
$ 0.07     15,000,000   0.80
$ 0.27     300,000   1.63
$ 0.05     600,000   2.76
$ 0.08     700,000   2.88
Total     16,600,000    
           
Exercisable          
$ 0.07     15,000,000   0.80
$ 0.27     300,000   1.63
$ 0.05     600,000   2.76
$ 0.08     700,000   2.88
Total     16,600,000    

   

  11 

 

  

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.  Prior to its expiration, Mr. Kidrin agreed to a one year extension of his employment agreement. 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

 

During the three months ended March 31, 2023, Mr. Kidrin the CEO of the Company loaned the Company $45,000 to cover operating expenses. 

 

The balance in the accrued expense attributable to related parties is comprised of accrued salary due the CEO based on an employment agreement for $91,963, no change from the December 31, 2023 balance and an accrued consulting fee to the CFO in the amount of $66,188, an increase of $10,000 in the three months ended March 31, 2024 for a total of $158,151 at March 31, 2024.

 

The balance in the accrued expense attributable to related parties at December 31, 2023 is comprised of accrued salary due the CEO based on an employment agreement for $91,963 and an accrued consulting fee to the CFO in the amount of $56,188 for a total of $148,151 at December 31, 2023.

 

NOTE 7 – ACCRUED EXPENSES

 

Accrued expenses is comprised of (i) $158,151 owed to related parties, (ii) $205,000 related to a judgment against the Company relating to unpaid consulting services dating back to April of 2001, for which collection has not been sought in two decades so the Company does not expect it will ever have to pay it, (iii) $1,475,514 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, (iv) $1,383 related to accruals for recurring operating expenses, and (v) $17,780 related to a judgement requiring the Company to reimburse litigation fees.

  

NOTE 8 – PREPAID EXPENSES

 

Prepaid expenses at March 31, 2024 is $26,545 and is comprised of a retainer paid to a law firm and a prepayment to a data center for six months of future services. Prepaid expenses at December 31, 2023 is comprised of a retainer to a law firm in the amount of $20,545.   

  12 

 

NOTE 9 – SALE OF MARKETABLE SECURITIES

 

When Worlds Inc. spun off Worlds Online Inc. in January 2011, the Company retained 5,936,115 shares of common stock in Worlds Online Inc. (now named MariMed Inc.). Those shares were retained on the books of the Company with a book value of $0.

 

 During the three months ended March 31, 2024, there were no sales of stock.

 

During the three months ended March 31, 2023 the Company generated net cash of $69,035 from the sale of 185,668 shares of MariMed Inc. common stock. The average price was $0.40 per share. 

 

As of March 31, 2024, the Company still owns approximately 350,000 shares of MariMed Inc. common stock.

 

NOTE 10 – SUBSEQUENT EVENTS

 

On May 14, 2024, Jordan Freeman was appointed to the Board of Directors to fill the vacancy created by the earlier resignation of Mr. Christos.

 

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any additional recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.  

 

  13 

 

 

 

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. We also entered into a License Agreement with MariMed Inc. to sublicense patented technologies, which agreement has since expired.

 

At present, the Company’s anticipated sources of revenue will be from any revenue that may be generated from monetizing our collection of non-fungible tokens and our legacy celebrity virtual reality worlds and from other applications of our technology that we may develop.

 

Revenues

 

We generated no revenue during the quarter.

 

Expenses

 

We classify our expenses into two broad groups: 

 

  • Cost of revenues; and
  •  selling, general and administration.

 

  14 

 

 

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

 

Revenue was $0 for the three months ended March 31, 2024 and 2023.  Since the termination of our patent infringement lawsuits, the Company’s sources of revenue are anticipated to be from monetizing our collection of non-fungible tokens from our legacy celebrity virtual reality worlds.  We still need to raise a sufficient amount of capital to provide the resources required that would enable us to expand our business.

 

Three months ended March 31, 2024 compared to three months ended March 31, 2023

 

Selling general and administrative (SG&A) expenses increased by $1,041 to $26,765 for the three months ended March 31, 2024 from $25,724 for the three months ended March 31, 2023.

 

Salaries and related increased by $6,249 to $60,359 from $54,110 for the three months ended March 31, 2024 and 2023, respectively. The CEO’s salary is based on the terms of his 2018 employment agreement and he is the Company’s only salaried employee. 

 

For the three months ended March 31, 2024, the Company had interest expense of $18,738. For the three months ended March 31, 2023 the Company had an interest expense of $18,711.

 

For the three months ended March 31, 2023, the Company had a gain on sale of marketable securities of $69,035. For the three months ended March 31, 2024, the Company did not sell any marketable securities. 

 

 

As a result of the foregoing, we realized a net loss of $105,862 for the three months ended March 31, 2024 compared to a net loss of $29,510 in the three months ended March 31, 2023. 

  

Liquidity and Capital Resources

 

At March 31, 2024, our cash and cash equivalents were $155,245. The Company was unable to raise funds during the three months ended March 31, 2024. The Company used $89,611 in cash to pay for operating expenses during the three months ended March 31, 2024.

 

At March 31, 2023, our cash and cash equivalents were $80,675. The Company raised funds by selling shares of stock that the Company retained in the spin off company MariMed Inc. during the three months ended March 31, 2023. The Company raised $69,035 from selling shares of MariMed Inc. common stock. The Company used $41,138 in cash to pay for operating expenses during the three months ended March 31, 2023.

  15 

 

Historically, 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 expansion of our legacy celebrity worlds and collection of non-fungible tokens. No assurances can be given that we will be able to raise any additional funds.  

 

Item 4. Controls And Procedures

 

As of March 31, 2024, 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 March 31, 2024.

 

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.

  16 

 

  

PART II OTHER INFORMATION

 

Legal Proceedings

 

None

 

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 2023 Annual Report on Form 10-K. There have been no material changes from the risk factors previously disclosed in our 2023 Annual Report on Form 10-K. 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2024 and 2023 we did not raise any funds through the sale of equity securities. 

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable. 

Item 5. Other Information 

None.

  17 

 

 

 

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 June 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.
  18 

 

 

   

 

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: May 15, 2024

WORLDS INC.

 

By: /s/Thomas Kidrin

Thomas Kidrin

President and CEO

 

By: /s/Christopher Ryan

Christopher Ryan

Chief Financial Officer  

  19 

EXHIBIT 31.1  

Certifications

I, Thomas Kidrin, certify that: 

1. I have reviewed this quarterly report on Form 10-Q 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: May 15, 2024

/s/ Thomas Kidrin

Thomas Kidrin

Chief Executive Officer

   
   

 

EXHIBIT 31.2  

Certifications

I, Christopher J. Ryan, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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: May 15, 2024

/s/ Christopher J. Ryan

Christopher J. Ryan

Chief 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 Quarterly Report of Worlds Inc. (the "Company") on Form 10-Q for the three months ended March 31, 2024 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: May 15, 2024 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 Quarterly Report of Worlds Inc. (the "Company") on Form 10-Q for the three months ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher J. Ryan, Chief 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: May 15, 2024 By:/s/ Christopher J. Ryan
  Christopher J. Ryan
  Chief Financial Officer

 

   
   

 

 

v3.24.1.1.u2
Cover - shares
 3 Months Ended
Mar. 31, 2024
May 10, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 000-24115  
Entity Registrant Name WORLDS INC.  
Entity Central Index Key 0000001961  
Entity Tax Identification Number 22-1848316  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 11 Royal Road  
Entity Address, City or Town Brookline  
Entity Address, State or Province MA  
Entity Address, Postal Zip Code 02445  
City Area Code 617  
Local Phone Number 725-8900  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   57,112,506
v3.24.1.1.u2
Balance Sheets - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current Assets    
Cash and cash equivalents $ 155,245 $ 244,856
Prepaid expenses 26,545 20,545
Total Current Assets 181,790 265,401
Total assets 181,790 265,401
Current Liabilities    
Accounts payable 798,708 798,108
Accrued expenses related party 158,151 148,151
Accrued expenses 1,699,677 1,688,026
Notes payable exceeding statute of limitations 773,279 773,279
Total Current Liabilities 3,429,815 3,407,564
Total Liabilities 3,429,815 3,407,564
Common stock (Par value $0.001 authorized 250,000,000 shares, issued and outstanding 57,112,506 at March 31, 2024 and December 31, 2023 57,113 57,113
Additional paid in capital 42,335,725 42,335,725
Common stock-warrants 1,206,913 1,206,913
Accumulated deficit (46,847,776) (46,741,914)
Total stockholders' deficit (3,248,025) (3,142,163)
Total Liabilities and stockholders' deficit $ 181,790 $ 265,401
v3.24.1.1.u2
Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 250,000,000 250,000,000
Common stock, shares issued 57,112,506 57,112,506
Common stock, shares outstanding 57,112,506 57,112,506
v3.24.1.1.u2
Statements of Operations - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenue    
Revenue
Total Revenue
Cost and Expenses    
Cost of Revenue
Gross Profit/(Loss)
Selling, General & Admin. 26,765 25,724
Salaries and related 60,359 54,110
Operating loss (87,124) (79,834)
Gain on sale of marketable securities 69,035
Interest expense (18,738) (18,711)
Net Income/(Loss) $ (105,862) $ (29,510)
Weighted Average Gain (Loss) per share, basic and diluted $ (0.00) $ (0.00)
Weighted Average Common Shares Outstanding, basic and diluted 57,112,506 57,112,506
v3.24.1.1.u2
Statement of Stockholders Deficit - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Warrant [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 57,113 $ 42,335,725 $ 1,206,913 $ (46,824,093) $ (3,224,342)
Ending Balance, Shares at Dec. 31, 2022 57,112,506        
 Net Loss (29,510) (29,510)
Ending balance, value at Mar. 31, 2023 57,113 42,335,725 1,206,913 (46,853,603) (3,253,852)
Beginning balance, value at Dec. 31, 2023 $ 57,113 42,335,725 1,206,913 (46,741,914) $ (3,142,163)
Ending Balance, Shares at Dec. 31, 2023 57,112,506       57,112,506
 Net Loss (105,862) $ (105,862)
Ending balance, value at Mar. 31, 2024 $ 57,113 $ 42,335,725 $ 1,206,913 $ (46,847,776) $ (3,248,025)
v3.24.1.1.u2
Statements of Cash Flows - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities:    
Net Income/(loss) $ (105,862) $ (29,510)
Adjustments to reconcile net loss to net cash used in operating activities    
Realized gain on sale of marketable securities (69,035)
Prepaid expenses (6,000)
Accounts payable and accrued expenses related party 10,000 28,246
Accounts payable and accrued expenses 12,251 29,161
Net cash (used in) operating activities: (89,611) (41,138)
Cash flows from investing activities    
Cash received from sale of marketable securities 69,035
Cash provided by investing activities 69,035
Cash flows from financing activities    
Loan payable related party 45,000
Net cash provided by financing activities 45,000
Net increase/(decrease) in cash and cash equivalents (89,611) 72,897
Cash and cash equivalents, beginning of year 244,856 7,778
Cash and cash equivalents, end of period 155,245 80,675
Cash paid during the period for:    
Interest
Income taxes
v3.24.1.1.u2
GOING CONCERN
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

NOTE 1 – GOING CONCERN

 

As reflected in the accompanying financial statements, the Company has a working capital deficiency of $3,248,025 and a stockholder’s deficiency of $3,248,025 and used $89,611 of cash in operations for the three months ended March 31, 2024. 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, although no assurance can be given that the Company will be successful. 

 
v3.24.1.1.u2
DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

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 and is looking to expand on its legacy celebrity worlds and its collection of non-fungible tokens.

 

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 its expansion of its legacy celebrity worlds and its collection of non-fungible tokens. 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 historically on increasing its patent portfolio and enforcing it, and more recently on its expansion of its legacy celebrity worlds and its collection of non-fungible tokens, 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. 

 

 

Cash and Cash Equivalents

 

Cash and cash equivalents include 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. 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. Commencing in the first half of 2023, the Company expects that its revenues will come from its expansion of its legacy celebrity worlds and its collection of non-fungible tokens. 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.

 

Advertising Expenses

 

Advertising costs are expensed as incurred. There were no advertising costs in the three months ended March 31, 2024 and 2023. 

 

Research and Development Costs

 

Research and development costs are charged to operations as incurred. There were no research and development costs in the three months ended March 31, 2024 and 2023.

 

Prepaid Expenses

 

Prepaid expenses is a retainer paid to a law firm and an advance payment to a data center. The balance at March 31, 2024 is $26,545. The balance at December 31, 2023 is $20,545. 

 

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 the first quarter of 2024 and 2023. 

 

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 services 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.

 

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 March 31, 2024 and December 31, 2023. 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 March 31, 2024, there were 16,600,000 options and no warrants outstanding and as of March 31, 2023, there were 22,400,000 options and no warrants outstanding whose effect is anti-dilutive and not included in diluted net loss per share for March 31, 2024 or for March 31, 2023. 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 March 31, 2024, and December 31, 2023 the Company recorded a reserve of $205,000 for this lawsuit, which is included in accrued expenses in the accompanying balance sheets.

 

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, 2023.

 

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.

 

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. 

 
v3.24.1.1.u2
NOTES PAYABLE
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
NOTES PAYABLE

NOTE 3 - NOTES PAYABLE 

 

Notes payable at March 31, 2024 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  
2024 (9 months remaining)   $ 773,279  
2025   $ -0-  
2026   $ -0-  
2027   $ -0-  
2028   $ -0-  
    $ 773,279  

    

The Company accrued interest of $18,738 on the notes during the quarter ended March 31, 2024. 

 
v3.24.1.1.u2
EQUITY
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
EQUITY

NOTE 4 - EQUITY

 

The Company did not issue any shares of common stock, options or warrants in the three months ending March 31, 2024 or in the three months ending March 31, 2023.  

 

     
  Stock Warrants and Options  
  Stock warrants/options outstanding and exercisable on March 31, 2024 are as follows  
     
Exercise Price per Share Shares Under Option/warrant Remaining Life in Years
     
Outstanding    
$ 0.07     15,000,000   0.80
$ 0.27     300,000   1.63
$ 0.05     600,000   2.76
$ 0.08     700,000   2.88
Total     16,600,000    
           
Exercisable          
$ 0.07     15,000,000   0.80
$ 0.27     300,000   1.63
$ 0.05     600,000   2.76
$ 0.08     700,000   2.88
Total     16,600,000    

   

 

  
v3.24.1.1.u2
COMMITMENTS AND CONTINGENCIES
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

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.  Prior to its expiration, Mr. Kidrin agreed to a one year extension of his employment agreement. 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.   

 
v3.24.1.1.u2
RELATED PARTY TRANSACTIONS
 3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 6 - RELATED PARTY TRANSACTIONS

 

During the three months ended March 31, 2023, Mr. Kidrin the CEO of the Company loaned the Company $45,000 to cover operating expenses. 

 

The balance in the accrued expense attributable to related parties is comprised of accrued salary due the CEO based on an employment agreement for $91,963, no change from the December 31, 2023 balance and an accrued consulting fee to the CFO in the amount of $66,188, an increase of $10,000 in the three months ended March 31, 2024 for a total of $158,151 at March 31, 2024.

 

The balance in the accrued expense attributable to related parties at December 31, 2023 is comprised of accrued salary due the CEO based on an employment agreement for $91,963 and an accrued consulting fee to the CFO in the amount of $56,188 for a total of $148,151 at December 31, 2023.

 
v3.24.1.1.u2
ACCRUED EXPENSES
 3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
ACCRUED EXPENSES

NOTE 7 – ACCRUED EXPENSES

 

Accrued expenses is comprised of (i) $158,151 owed to related parties, (ii) $205,000 related to a judgment against the Company relating to unpaid consulting services dating back to April of 2001, for which collection has not been sought in two decades so the Company does not expect it will ever have to pay it, (iii) $1,475,514 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, (iv) $1,383 related to accruals for recurring operating expenses, and (v) $17,780 related to a judgement requiring the Company to reimburse litigation fees.

  
v3.24.1.1.u2
PREPAID EXPENSES
 3 Months Ended
Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
PREPAID EXPENSES

NOTE 8 – PREPAID EXPENSES

 

Prepaid expenses at March 31, 2024 is $26,545 and is comprised of a retainer paid to a law firm and a prepayment to a data center for six months of future services. Prepaid expenses at December 31, 2023 is comprised of a retainer to a law firm in the amount of $20,545.   

 
v3.24.1.1.u2
SALE OF MARKETABLE SECURITIES
 3 Months Ended
Mar. 31, 2024
Investments, Debt and Equity Securities [Abstract]  
SALE OF MARKETABLE SECURITIES

NOTE 9 – SALE OF MARKETABLE SECURITIES

 

When Worlds Inc. spun off Worlds Online Inc. in January 2011, the Company retained 5,936,115 shares of common stock in Worlds Online Inc. (now named MariMed Inc.). Those shares were retained on the books of the Company with a book value of $0.

 

 During the three months ended March 31, 2024, there were no sales of stock.

 

During the three months ended March 31, 2023 the Company generated net cash of $69,035 from the sale of 185,668 shares of MariMed Inc. common stock. The average price was $0.40 per share. 

 

As of March 31, 2024, the Company still owns approximately 350,000 shares of MariMed Inc. common stock.

 
v3.24.1.1.u2
SUBSEQUENT EVENTS
 3 Months Ended
Mar. 31, 2024
Subsequent Events  
SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

 

On May 14, 2024, Jordan Freeman was appointed to the Board of Directors to fill the vacancy created by the earlier resignation of Mr. Christos.

 

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any additional recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.  
v3.24.1.1.u2
DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES (Policies)
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Description of Business

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 and is looking to expand on its legacy celebrity worlds and its collection of non-fungible tokens.

 
Basis of Presentation

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 its expansion of its legacy celebrity worlds and its collection of non-fungible tokens. 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 historically on increasing its patent portfolio and enforcing it, and more recently on its expansion of its legacy celebrity worlds and its collection of non-fungible tokens, 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

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. 

 

 
Cash and Cash Equivalents

Cash and Cash Equivalents

 

Cash and cash equivalents include highly liquid money market instruments, which have original maturities of three months or less at the time of purchase. 

 
Revenue Recognition

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. 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. Commencing in the first half of 2023, the Company expects that its revenues will come from its expansion of its legacy celebrity worlds and its collection of non-fungible tokens. 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.

 
Advertising Expenses

Advertising Expenses

 

Advertising costs are expensed as incurred. There were no advertising costs in the three months ended March 31, 2024 and 2023. 

 
Research and Development Costs

Research and Development Costs

 

Research and development costs are charged to operations as incurred. There were no research and development costs in the three months ended March 31, 2024 and 2023.

 
Prepaid Expenses

Prepaid Expenses

 

Prepaid expenses is a retainer paid to a law firm and an advance payment to a data center. The balance at March 31, 2024 is $26,545. The balance at December 31, 2023 is $20,545. 

 
Property and Equipment

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

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 the first quarter of 2024 and 2023. 

 
Stock-Based Compensation

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 services 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.

 
Income Taxes

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

Notes Payable

 

The Company has $773,279 in short term notes outstanding at March 31, 2024 and December 31, 2023. 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)

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

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 March 31, 2024, there were 16,600,000 options and no warrants outstanding and as of March 31, 2023, there were 22,400,000 options and no warrants outstanding whose effect is anti-dilutive and not included in diluted net loss per share for March 31, 2024 or for March 31, 2023. The options and warrants may dilute future earnings per share. 

 
Commitments and Contingencies

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 March 31, 2024, and December 31, 2023 the Company recorded a reserve of $205,000 for this lawsuit, which is included in accrued expenses in the accompanying balance sheets.

 
Risk and Uncertainties

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

Off Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements.

 
Uncertain Tax Positions

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, 2023.

 
Fair Value of Financial Instruments

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.

 
Embedded Conversion Features

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

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

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. 

 
v3.24.1.1.u2
NOTES PAYABLE (Tables)
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Notes Payable -
Notes payable at March 31, 2024 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  
2024 (9 months remaining)   $ 773,279  
2025   $ -0-  
2026   $ -0-  
2027   $ -0-  
2028   $ -0-  
    $ 773,279  
v3.24.1.1.u2
EQUITY (Tables)
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Stock Warrants and Options
     
  Stock Warrants and Options  
  Stock warrants/options outstanding and exercisable on March 31, 2024 are as follows  
     
Exercise Price per Share Shares Under Option/warrant Remaining Life in Years
     
Outstanding    
$ 0.07     15,000,000   0.80
$ 0.27     300,000   1.63
$ 0.05     600,000   2.76
$ 0.08     700,000   2.88
Total     16,600,000    
           
Exercisable          
$ 0.07     15,000,000   0.80
$ 0.27     300,000   1.63
$ 0.05     600,000   2.76
$ 0.08     700,000   2.88
Total     16,600,000    
v3.24.1.1.u2
GOING CONCERN (Details Narrative)
 3 Months Ended
Mar. 31, 2024
USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
working capital deficiency $ 3,248,025
Stockholders' Equity, Period Increase (Decrease) 3,248,025
Cash used in operations $ 89,611
v3.24.1.1.u2
DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Apr. 01, 2001
Class of Warrant or Right [Line Items]        
Advertising cost $ 0 $ 0    
Research and development costs 0 $ 0    
Prepaid expenses $ 26,545   $ 20,545  
Range on assests useful lives three to five years      
Realized ultimate settlement 50.00%      
Short term notes outstanding $ 773,279   773,279  
Anti-diluted outstanding options 16,600,000 22,400,000    
Anti-diluted outstanding warrants 16,600,000      
Judgment amount       $ 205,000
Reserve for lawsuit $ 205,000   $ 205,000  
Antidilutive Securities, Name [Domain]        
Class of Warrant or Right [Line Items]        
Anti-diluted outstanding warrants 0 0    
v3.24.1.1.u2
Notes Payable - (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Debt Disclosure [Abstract]    
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 $ 773,279
2024 (9 months remaining) 773,279  
2025 (0)  
2026 (0)  
2027 (0)  
2028 $ (0)  
v3.24.1.1.u2
NOTES PAYABLE (Details Narrative)
 3 Months Ended
Mar. 31, 2024
USD ($)
Debt Disclosure [Abstract]  
Accured interest on notes $ 18,738
v3.24.1.1.u2
Stock Warrants and Options (Details)
Mar. 31, 2024
$ / shares
shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Total option/warrant outstanding 16,600,000
Total option/warrants exercisable 16,600,000
Outstanding 1 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price per Share | $ / shares $ 0.07
Shares Under Option/warrant 15,000,000
Remaining Life in Years 0.80
Outstanding 2 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price per Share | $ / shares $ 0.27
Shares Under Option/warrant 300,000
Remaining Life in Years 1.63
Outstanding 3 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price per Share | $ / shares $ 0.05
Shares Under Option/warrant 600,000
Remaining Life in Years 2.76
Outstanding 4 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price per Share | $ / shares $ 0.08
Shares Under Option/warrant 700,000
Remaining Life in Years 2.88
Exercisable 1 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price per Share | $ / shares $ 0.07
Shares Under Option/warrant 15,000,000
Remaining Life in Years 0.80
Exercisable 2 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price per Share | $ / shares $ 0.27
Shares Under Option/warrant 300,000
Remaining Life in Years 1.63
Exercisable 3 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price per Share | $ / shares $ 0.05
Shares Under Option/warrant 600,000
Remaining Life in Years 2.76
Exercisable 4 [Member]  
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Exercise Price per Share | $ / shares $ 0.08
Shares Under Option/warrant 700,000
Remaining Life in Years 2.88
v3.24.1.1.u2
COMMITMENTS AND CONTINGENCIES (Details Narrative)
 3 Months Ended 48 Months Ended
Mar. 31, 2024
Aug. 28, 2023
shares
Aug. 28, 2021
shares
Aug. 28, 2020
shares
Aug. 28, 2019
USD ($)
yr
Interger
$ / shares
shares
Employee contract terms | yr         5
Employment renewal option | yr         1
CEO employee extended one year extension        
Officer base salary         $ 200,000
Annual base salary increase         10.00%
Car allowance         $ 500
Annual bonus percentage         0.025
Additional bonus         $ 75,000
Pre-Tax Income Range         150.00%
Pre-Tax Income Range         200.00%
Additional bonus maxium amount         0.05
Life insuance premiums         $ 10,000
Number of shares to purchase | shares   5,000,000      
Common stock exercise price | $ / shares         $ 0.25
Vested shares to purchase | shares         2,000,000
Vested shares | shares     1,500,000 1,500,000  
Death benefit         $ 2,000,000
Payment amount times base amount         2.99
Restrictive convenants amount | Interger         12
Additional bonus 1          
Additional bonus         $ 100,000
Pre-Tax Income Range         201.00%
Pre-Tax Income Range         250.00%
Additional bonus 2          
Additional bonus         $ 200,000
Pre-Tax Income         251.00%
v3.24.1.1.u2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Related Party Transactions [Abstract]      
CEO loan for operating expenses   $ 45,000  
Accrued salary for CEO     $ 91,963
Accrued consulting fee to CFO $ 66,188    
Increase in accured consulting fees 10,000    
Accrued expenses related party $ 158,151   148,151
Accrued expenses related party     $ 56,188
v3.24.1.1.u2
ACCRUED EXPENSES (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Apr. 01, 2001
Payables and Accruals [Abstract]      
Owed to related parties $ 158,151 $ 148,151  
Judgment amount     $ 205,000
Related old accrual 1,475,514    
Accruals for recurring operating expenses 1,383    
Reimbursement legal fees $ 17,780    
v3.24.1.1.u2
PREPAID EXPENSES (Details Narrative) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Retainer to law firm $ 26,545 $ 20,545
v3.24.1.1.u2
SALE OF MARKETABLE SECURITIES (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Jan. 01, 2011
Investments, Debt and Equity Securities [Abstract]      
Number of reatined shares from spin off     5,936,115
Ratined shares value on company books $ 0    
Shares sold 0 185,668  
Net cash generated from sale   $ 69,035  
Average price per share   $ 0.40  
Shares owned by MariMed 350,000    
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