Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name Of Each Exchange

On Which Registered

None

Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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 ☒ 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 ☒ No ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked closing price of such common equity, as of June 30, 2024 (closing price was $0.03) was approximately $1,713,375.

As of March 28,2025, 57,112,506 shares of the Issuer's Common Stock were outstanding.

TABLE OF CONTENTS

	Part I	Page #
Item 1	Business	3
Item 1A	Risk Factors	6
Item 1B	Unresolved Staff Comments	N/A
Item 1C	Cybersecurity	9
Item 2	Properties	9
Item 3	Legal Proceedings	9
Item 4	Mine Safety Disclosures	9

	Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6	Reserved	N/A
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	N/A
Item 8	Financial Statements and Supplementary Data	15
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	31
Item 9A	Controls and Procedures	31
Item 9B	Other Information	32
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	32

	Part III
Item 10	Directors, Executive Officers and Corporate Governance	33
Item 11	Executive Compensation	36
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	39
Item 13	Certain Relationships and Related Transactions, and Director Independence	40
Item 14	Principal Accountant Fees and Services	40
Item 15	Exhibits and Financial Statements Schedules	42
Item 16	Form 10-K Summary	N/A

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties and our actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “may, “could,” “will,” “believe,” and similar language, including those set forth in the discussion under "Description of Business," "Risk Factors" and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-K. We base our forward-looking statements on information currently available to us, and we believe that the assumption and expectations reflected in such forward-looking statements are reasonable, and we assume no obligation to update them. Statements contained in this Form 10-K that are not historical facts are forward-looking statements that are subject to the "safe harbor" created by the Private Securities Litigation Reform Act of 1995.

Table of Contents

PART I

ITEM 1. BUSINESS.

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. On January 18, 2022 we entered into an asset purchase agreement with Thom Kidrin, our CEO, for the IP that was transferred over to MariMed Inc. Mr. Kidrin received the IP through a settlement agreement that he reached with MariMed Inc. The assets purchased include: Worlds’ technology platform, Worlds Ultimate Chat, Aerosmith World, DMC Worlds, Cinema Virtual, Pearson contracts and related revenue, URLs: Worlds.com, Cybersexworld.com, Hang.com, and Worldsfunds.com, a digital inventory of over 10,000 3D objects, animation sequences, an extensive avatar library, texture maps and virtual world architectures.

We have been focused on monetizing our collection of non-fungible tokens and our legacy celebrity virtual reality worlds as well as developing additional applications with our technology to fill anticipated niche needs of the marketplace.

As of December 31, 2024, we own 349,697 shares of MariMed Inc. common stock.

Before the spin-off, Worlds was a leading 3D entertainment portal which leveraged its proprietary technology, which we retained through our patent portfolio, to offer visitors a network of virtual, multi-user environments which we call "worlds". These worlds are visually engaging online environments featuring animation, motion and content where people can come together and, by navigating through the website, shop, interact with others, attend events and be entertained. In support of this portal and the overall business strategy, we design and develop software, content and related technology for the creation of interactive, three-dimensional ("3D") Internet web sites. Using our technology, we created our own Internet sites, as well as sites available through third-party online service providers.

Recent developments

The Company continues to seek out business partners that can help us leverage our IP.

Our Technology

We used our technology to produce three-dimensional portals and web sites. We believe that our core technology delivers a considerably faster frame rate for user experiences and, in some cases, a meaningful productivity increase in art production and integration over its previous generation production tools. Our technology permits the development of virtual worlds which have broad applications. These applications include but are not limited to:

•	a virtual meeting place (such as a fan club);
•	a 3D e-commerce store (where merchandise can be viewed in 3D and purchased online); and
•	a virtual classroom (where content can be viewed via video streaming and then discussed in real time).

Our core technology has substantial elements written in Sun Microsystem's programming language, Java, including WorldsBrowser and WorldsShaper, so we expect that it can be made portable across Windows and UNIX Platforms because of Java's platform independence.

Table of Contents

Our core technology includes:

•

WorldsShaper: WorldsShaper is the visual authoring component of our platform. It allows for quick assembly of pieces to create multi-user, shared state, virtual worlds. The WorldsShaper is an advanced compositing 3D building tool that integrates pre-existing or custom content, such as 3D models, textures or images created in Adobe's Photoshop, or midi or wave sound files, with architectural geometry and interactive behaviors and actions written in Java. The architectural building blocks for creating 3D worlds, the flexibility and power of integrating professional modeling and imaging tools, and the extensibility via Java make the WorldsShaper a tool well-suited for rapid creation of 3D environments.

•

WorldsServer: WorldsServer is the scalable software that we use to control and operate our on-line virtual communities. WorldsServer manages the registration and authentication of users, the locations of users within the 3D environment, the physical structure of the 3D environment, all information regarding objects that are "shared" by the participants and any of the interactions between the users such as text chat. This platform also integrates an HTTP server for the delivery of other content such as audio and video streaming and secure e-commerce applications.

•	WorldsBrowser: WorldsBrowser is used to access the 3D environments. The browser is optimized for speed, delivering relatively fast frame rates per second in highly textured virtual 3D worlds.

•

WorldsPlayer™: The WorldsPlayer allows users to view and experience our multi-user, interactive technology. Any world created with the WorldsShaper will be viewable and navigable with the WorldsPlayer. The WorldsPlayer has a high frame rate for fast, quality graphics, an easy-to-use graphic user interface, 2D web browser integration, automatic upgrade capability over the internet and a complete communication tool set including text chat, voice-to-voice chat, e-mail and animation.

•	Worlds Gamma Libraries: The Worlds Gamma Libraries are composed of sample worlds, textures, models, avatars, actions, sensors, sounds, motion sequences, and other behaviors.

Our Strategy

Worlds Inc. will be focused on monetizing our collection of non-fungible tokens and our legacy celebrity virtual reality worlds. The company is exploring strategic alliances with state of the art virtual reality platforms to refocus our positioning in the VR/AR market returning to the genesis of the company. These new platforms, if successfully developed and marketed, would enable the company to leverage its existing software assets and industry relationships.

Competition

Since all operations were transferred to Worlds Online and our business is now monetizing our collection of non-fungible tokens, the Company does not have any direct competition as it did in the past.

Currently, there are many companies collaborating to establish standardization of 3D usage on the Internet, the adoption of which may require changes to our technology.

Table of Contents

Intellectual Property

Trademark: Worldsplayer - The WorldsPlayer is especially designed to allow users to view and experience the multi-user, interactive Worlds Gamma technology. Any world created with the WorldsShaper will be viewable and navigable with WorldsPlayer. Utilizing the WorldsPlayer, a user assumes a persona (via a digital actor, or Avatars), and can then move, view, chat, play, express one's self via gestures and animations, voice chat, send email, join discussion groups, listen to music, shop at Worlds 3D stores, and watch videos, all in the company of users from around the world, within the 3D environment. The WorldsPlayer boasts high frame rate for fast, high quality graphics, an easy to use graphic user interface, seamless 2D Web browser integration, auto-upgrade capability over the Internet, and a complete communication tool set including chat, voice-to-voice chat, email and animation. The WorldsPlayer offers users the unique and creative experience of customizing their Avatars, while maintaining the ability to animate and activate their Avatars.

Employees

As of December 31, 2024, we had one employee, our president and chief executive officer, Thomas Kidrin.

Corporate History

We were formed as a result of the contemporaneous mergers on December 3, 1997 of Worlds Inc., a Delaware corporation formed on April 26, 1994 with and into Worlds Acquisition Corp., a Delaware corporation formed on April 8, 1997 and of Worlds Acquisition Corp. with and into Academic Computer Systems, Inc., a New Jersey corporation formed on May 20, 1968 (the "Mergers"). Academic Computer Systems changed its name to Worlds Inc. after the Mergers. In December 1999, we changed our name from Worlds Inc. to Worlds.com Inc. in order to better reflect our business as a consumer Internet web site that offers virtual "worlds" in which consumers interact, conduct e-commerce and receive entertainment.

The Company created a wholly-owned subsidiary named Worlds Online Inc. on January 25, 2011. On May 16, 2011, Worlds Inc. transferred to Worlds Online Inc. the majority of its operations. Worlds Online Inc. changed its name to MariMed Inc. in 2017.

Table of Contents

ITEM 1A. RISK FACTORS.

Our business is subject to numerous risks, including but not limited to those set forth below. Our operations and performance could also be subject to risks that do not exist as of the date of this report but emerge thereafter as well as risks that we do not currently deem material.

Risks related to our operations

We have experienced relatively large losses during our development and, without significant increases in the market penetration of our services and improvements to our operating margins, we will not achieve profitability.

Since inception we have incurred significant net losses as set forth in the financial information included herein. We anticipate that we will continue to incur significant losses for at least the short-term. We will not achieve profitable operations until we successfully develop sources of revenues from our portfolio of intellectual property (IP) or generate revenues from other sources that are sufficient to offset our operating costs. We may never be able to accomplish these objectives. Developing IP is very expensive and we may not have sufficient cash available to completely develop our IP to a form where it can be monetized because currently we do not generate revenues.

We are dependent upon the success of monetizing our IP assets

After all of our operations were spun off, our success is essentially dependent upon the success of our ability to monetize our IP assets such as our legacy celebrity worlds and our collection of non-fungible tokens. This is a relatively new industry and it is unclear if it will develop and be accepted in the mainstream as items to purchase and/or invest in.

It will be difficult for you to evaluate us based on our past performance because we have a relatively new business strategy with a limited operating history.

We have been actively engaged in the business of being an IP company for a relatively short period of time and, accordingly, have only limited financial results on which you can evaluate our company and its new operations.

We cannot guarantee that we will have any meaningful protection of our proprietary technologies.

We cannot be certain of the level of protection, if any that we will be able to provide for our IP.

We may incur substantial costs as a result of litigation or other proceedings relating to our intellectual property rights.

Third parties may challenge the validity of our intellectual property rights, resulting in costly litigation or other time-consuming and expensive proceedings, which could deprive us of valuable rights. If we become involved in any intellectual property litigation, interference or other judicial or administrative proceedings, we may incur substantial expenses and the diversion of financial resources and technical and management personnel. An adverse determination may subject us to significant liabilities or require us to seek licenses that may not be available from third parties on commercially favorable terms, if at all. Further, if such claims are proven valid, through litigation or otherwise, we may be required to pay substantial financial damages, which can be tripled if the infringement is deemed willful, or be required to discontinue or significantly delay development, marketing, selling and licensing of the affected products and intellectual property rights.

Table of Contents

In addition, we cannot assure you that we would prevail in any of these suits or that the damages or other remedies if any, awarded against us would not be substantial. Claims of intellectual property infringement may require us to enter into royalty or license agreements with third parties that may not be available on acceptable terms, if at all. We may also become subject to injunctions against the further development and use of our technology, which would have a material adverse effect on our business, financial condition and results of operations.

Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations.

If we lose our key personnel our operations could be harmed.

Our success is currently dependent, in large part, on the personal efforts of Thomas Kidrin, our president and chief executive officer. The loss of Mr. Kidrin's services could have a material adverse effect on our business and prospects.

We may not be able to economically comply with any new government regulation that may be adopted with respect to the Internet.

New Internet legislation or regulation, or the application of existing laws and regulations to the Internet and e-commerce could add additional costs and risks to doing business on the Internet. We are subject to regulations applicable to businesses generally and laws or regulations directly applicable to communications over the Internet and access to e-commerce. Although there are currently few laws and regulations directly applicable to e-commerce, it is possible that a number of laws and regulations may be adopted with respect to the Internet, covering issues such as user privacy, pricing, content, copyrights, distribution, antitrust, taxation and characteristics and quality of products and services.

Risks related to our common stock

Possible issuances of our capital stock would cause dilution to our existing shareholders.

While we currently have 57,112,506 shares of common stock outstanding after implementing the 5 to 1 reverse split in 2018, we are authorized to issue up to 250,000,000 shares of common stock. In the event we elect to issue additional shares of common stock in connection with any financing, acquisition or otherwise, current shareholders could find their holdings substantially diluted, which means they will own a smaller percentage of our company. There are also 5 million shares of preferred stock that the board can issue under any terms it wants and without any shareholder approval. Shareholders approved the Company’s proposal to increase the authorized capital and/or a reverse split, the risk described above will is heightened even more.

Certain shareholders control a substantial portion of our outstanding common stock.

Our chief executive officer owns a significant portion of the outstanding shares of our common stock and Mr. Kidrin may be issued an additional 15 million post reverse split shares of our common stock upon the exercise of outstanding stock options. Accordingly, in the event he receives and then exercises such options, he will be able to influence the election of our directors and thereby influence or direct our policies.

Table of Contents

No dividends have been paid on our common stock.

To date, we have not paid any cash dividends on our common stock and we do not expect to declare or pay dividends on the common stock in the foreseeable future. In addition, the payment of cash dividends may be limited or prohibited by the terms of any future loan agreements.

We are subject to "penny stock" regulations which may adversely impact the liquidity and price of our common stock.

Our common stock is currently deemed a "penny stock." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information on penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell such securities to persons other than established customers and accredited investors (generally, those persons with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse), the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These requirements could reduce the level of trading activity, if any, in the secondary market for our common stock. As a result of the foregoing, our shareholders may find it more difficult to sell their shares.

The exercise or conversion of outstanding options into common stock will dilute the percentage ownership of our other shareholders. The sale of such common stock or other common stock in the open market could adversely affect the market price of our common stock.

As of December 31, 2024, there are outstanding options to purchase an aggregate of 16,600,000 shares of our common stock and more options and warrants will likely be granted in the future to our officers, directors, employees and consultants. The exercise of outstanding stock options will dilute the percentage ownership of our other shareholders. Sales, or the expectation of sales, of a substantial number of shares of our common stock in the public market, including shares of our common stock issuable upon exercise of our stock options, could adversely affect the prevailing market price of our common stock.

Table of Contents

ITEM 1C. CYBERSECURITY.

The Company’s board of directors oversees, among other things, the adequacy and effectiveness of the Company’s ability to assess, identify, and manage material risks from cybersecurity threats. Management has been informed as to the need to be constantly aware of the possibility of cybersecurity breaches and to inform the board of directors immediately upon receipt of any information with respect to an actual or even a potential breach. In such event, evaluation of the degree of the breach will be made and third-party experts consulted and/or retained, as necessary, to address any such situation. As a technology-based company, management believes that the security it currently has in place to protect its proprietary information, and that the personal information of its employees and customers, is sufficient and appropriate for its current level of business activities. This is a fluid situation and management and the board of directors intends to meet periodically to assess the adequacy of the then-current status and determine if any additional steps are indicated.

As of the date of this report, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition.

ITEM 2. DESCRIPTION OF PROPERTIES.

We do not own any property nor do we have any contracts or options to acquire any property in the future. Presently, we are operating out of offices in our president's residence at 11 Royal Road, Brookline, Massachusetts 02445, where we occupy approximately 800 square feet. This space is adequate for our present and our planned future operations. We currently pay no rent to our president for use of this space, although when funds are available we may do so in the future. In addition, we have no written agreement or formal arrangement with our president pertaining to the use of this space. We have no current plans to occupy other or additional office space.

ITEM 3. LEGAL PROCEEDINGS.

None

ITEM 4. MINE SAFETY DISCLOSURES.

N/A

Table of Contents

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock began trading on the OTC Bulletin Board on October 20, 1998 under the symbol "WLDI." On February 11, 2000, in connection with the change in our name from Worlds Inc. to Worlds.com Inc., our symbol was changed to "WDDD." During 2001, our stock was no longer quoted on the OTC Bulletin Board and was quoted on the Pink Sheets, but returned to the Bulletin Board in the third quarter of 2008. The following table sets forth, for the periods indicated, the high and low bids for our common stock as reported on the OTC Bulletin Board or the Pink Sheets (rounded to two decimals and representing interdealer quotations, without retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions). The bids below reflect the reverse 5 to 1 stock split implemented in February 2018.

Year Ended December 31, 2024:	High		Low
First quarter	$	0.015	$	0.006
Second quarter	$	0.009	$	0.005
Third quarter	$	0.014	$	0.005
Fourth quarter	$	0.009	$	0.004

Year Ended December 31, 2023:	High		Low
First quarter	$	0.015	$	0.006
Second quarter	$	0.009	$	0.005
Third quarter	$	0.014	$	0.005
Fourth quarter	$	0.009	$	0.004

Holders

As of December 31, 2024, we had approximately 606 shareholders of record of our common stock and an unknown, but assumed to be significant, number of additional holders in “street name”.

Dividends

We have never paid a cash dividend on our common stock and do not anticipate paying any dividends in the near future.

Recent Sales of Unregistered Securities

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

Company Equity Compensation Plans

The following table sets forth information as of December 31, 2024 with respect to compensation plans (including individual compensation arrangements) under which equity securities of the Company are authorized for issuance.

Table of Contents

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by stockholders		16,600,000	$	0.07		8,400,000
Equity compensation plans not approved by stockholders		--	$	--		—
Total		16,600,000	$	0.07		8,400,000

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

When used in this Form 10-K and in future filings by the Company with the Commission, The words or phrases such as "anticipate," "believe," "could," "would," “should,” "estimate," "expect," "intend," "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.

Table of Contents

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; changes in current pricing levels that we can charge for our services or which we pay to our suppliers and business partners; changes in political, social and economic conditions in the jurisdictions in which we operate; changes to regulations that pertain to our operations; changes in technology that render our technology relatively inferior, obsolete or more expensive compared to others; foreign currency fluctuations; changes in the business prospects of our business partners and customers; increased competition, including from our business partners; delays in the delivery of broadband capacity to the homes and offices of persons who use our services; general disruptions to Internet service; and the loss of customer faith in the Internet as a means of commerce.

The following discussion should be read in conjunction with the financial statements and related notes which are included in this report under Item 8.

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 operating revenue during the year.

Expenses

We classify our expenses into two broad groups:

•	cost of revenues; and

•	selling, general and administration.

Liquidity and Capital Resources

We have had to limit our operations since mid- 2001 due to a lack of liquidity. However, we were able to issue equity and convertible debt in the last few years and raise small amounts of capital from time to time that, prior to the spinoff, was used to enable us to begin upgrading our technology, develop new products and actively solicit additional business, and more recently to protect, increase and enforce our patent portfolio.

Table of Contents

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

Year ended December 31, 2024 compared to year ended December 31, 2023

Revenue was $0 for the years ended December 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.

Selling general and administrative expenses increased by $74,466 from $101,451 to $175,917 for the year ended December 31, 2024. The increase is due to increases in our data center costs and related consulting services, audit and legal fees during the year.

Salaries and related expenses increased by $43,971 to $259,555 from $215,584 for the year ended December 31, 2024. Salaries and related expenses are based on the terms of the CEO’s employment agreement.

For the year ended December 31, 2024, the Company had interest expense of $75,910. For the year ended December 31, 2023, the Company had interest expense of $77,625.

For the year ended December 31, 2023, the Company had a gain on sale of marketable securities of $76,839. The Company did not sell any marketable securities for the year ended December 31, 2024.

For the year ended December 31, 2023, the Company had a gain on sale of a URL of $400,000.

As a result of the foregoing, we had a net loss of $511,382 for the year ended December 31, 2024 compared to a net income of $82,179 for the year ended December 31, 2023.

Liquidity and Capital Resources

At December 31, 2024, our cash and cash equivalents were $6,380. We did not raise any additional cash during the year ended December 31, 2024.

At December 31, 2023, our cash and cash equivalents were $244,856.

No capital expenditures were made in 2024 or 2023.

Our primary cash requirements have been used to fund the cost of operations including monetizing our collection of non-fungible tokens and updating our data center.

Table of Contents

Recent Accounting Pronouncements

Recently issued accounting standards

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.

Table of Contents

ITEM 8. FINANCIAL STATEMENTS.

CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ID#2738		16

BALANCE SHEETS		17

STATEMENTS OF OPERATIONS		18

STATEMENT OF STOCKHOLDERS’ DEFICIT		19

STATEMENTS OF CASH FLOWS		20

NOTES TO FINANCIAL STATEMENTS		21

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Worlds, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Worlds, Inc. (the Company) as of December 31, 2024 and 2023, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has negative cash flow from operations, stockholders’ deficiency, and a working capital deficiency which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Going Concern

As discussed in Note 1 to the consolidated financial statements, the Company had a working capital deficiency, net cash used in operations, and a stockholder deficiency.

Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.

To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate going concern and management’s disclosure on going concern.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2018.

The Woodlands, TX

April 1, 2025

Table of Contents


Worlds Inc.
Balance Sheets
December 31, 2024 and 2023
	Audited		Audited
	December 31, 2024		December 31, 2023

ASSETS:
Current Assets
Cash and cash equivalents	$	6,380	$	244,856
Prepaid expenses		8,750		20,545
Total Current Assets		15,130		265,401

Total assets	$	15,130	$	265,401

LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current Liabilities
Accounts payable	$	809,928	$	798,108
Accrued expenses related party		316,765		148,151
Accrued expenses		1,768,703		1,688,026
Notes payable exceeding statute of limitations		773,279		773,279
Total Current Liabilities		3,668,675		3,407,564

Total Liabilities		3,668,675		3,407,564

Common stock (Par value $0.001 authorized 250,000,000 shares, issued and outstanding 57,112,506 at December 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		(47,253,296)		(46,741,914)
Total stockholders' deficit		(3,653,545)		(3,142,163)

Total Liabilities and stockholders' deficit	$	15,130	$	265,401

The accompanying notes are an integral part of these financial statements

Table of Contents


Worlds Inc.
Statements of Operations
For the Year Ended December 31, 2024 and 2023

	Audited
	December 31
	2024			2023
Revenue
Revenue	$	—		$	—

Total Revenue		—			—

Cost and Expenses

Cost of Revenue		—			—

Gross Profit/(Loss)		—			—

Selling, General & Admin.		175,917			101,451
Salaries and related		259,555			215,584
Operating loss		(435,472	)		(317,035	)

Other Income (Expense)
Gain on sale of URL		—			400,000
Gain on sale of marketable securities		—			76,839
Interest expense		(75,910	)		(77,625	)
Net Income/(Loss)	$	(511,382	)		82,179

Weighted Average Gain (Loss) per share, basic and diluted	$	(0.01	)		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

Table of Contents


Worlds Inc.
Statement of Stockholders' Deficit
For The Year Ended December 31, 2023 and 2024

					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 Income		—		—		—		—		82,179			82,179

Balances, December 31, 2023		57,112,506		57,113		42,335,725		1,206,913		(46,741,914	)		(3,142,163	)


Balances, December 31, 2023		57,112,506		57,113		42,335,725		1,206,913		(46,741,914	)		(3,142,163	)

Net Loss		—		—		—		—		(511,382	)		(511,382	)

Balances, December 31, 2024		57,112,506		57,113		42,335,725		1,206,913		(47,253,296	)		(3,653,545	)

The accompanying notes are an integral part of these financial statements

Table of Contents


Worlds Inc.
Statements of Cash Flows
For The Year Ended December 31, 2024 and 2023

	Unaudited			Audited
	12/31/2024			12/31/2023
Cash flows from operating activities:
Net Income/(loss)	$	(511,382	)	$	82,179
Adjustments to reconcile net loss to net cash used in operating activities
Realized gain on sale of marketable securities		—			(76,839	)
Realized gain on sale of URL		—			(400,000	)
Prepaid expenses		11,795			(20,545	)
Accounts payable and accrued expenses related party		168,614			—
Accounts payable and accrued expenses		92,497			175,444
Net cash (used in) operating activities:		(238,476	)		(239,761	)

Cash flows from investing activities
Cash received from sale of marketable securities		—			76,839
Cash received from sale of URL		—			400,000
Cash provided by investing activities		—			476,839

Net increase/(decrease) in cash and cash equivalents		(238,476	)		237,078

Cash and cash equivalents, including restricted, beginning of year	$	244,856		$	7,778

Cash and cash equivalents, including restricted, end of period	$	6,380		$	244,856

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

Table of Contents

Worlds, Inc.

Notes to the Financial Statements

NOTE 1 – GOING CONCERN

As reflected in the accompanying financial statements, the Company has a working capital deficiency of $3,653,545 and a stockholder’s deficiency of $3,653,545 and used $238,476 of cash in operations for the year ended December 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.

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 development and enforcement of its patent portfolio. There can be no assurance that the Company will be able to obtain the substantial additional capital resources to pursue its business plan or that any assumptions relating to its business plan will prove to be accurate. The Company has not been able to generate sufficient revenue or obtain sufficient financing which has had a material adverse effect on the Company, including requiring the Company to reduce operations. As the Company has focused its attention on increasing its patent portfolio and enforcing it, the Company has been operating at a reduced capacity, with only one employee and using consultants to perform any additional work that may be required.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

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.

Table of Contents

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 Costs

Advertising costs are expenses as incurred. There were no advertising costs in the years ended December 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 years ended December 31, 2024 and 2023.

Prepaid Expenses

Prepaid expenses as of December 31, 2024 is an annual fee being amortized over the year for OTCQB membership in the amount of $8,750. Prepaid expenses as of December 31, 2023 is a retainer paid to a law firm in the amount of $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 FASB Accounting Standards Codification 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 2024 and 2023.

Table of Contents

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 Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Income Taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. 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 December 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 Accounting Standards Codification 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 December 31, 2024 and 2023 there were 16,600,000 options outstanding whose effect is anti-dilutive and not included in diluted net loss per share for December 31, 2024 or for December 31, 2023. The options may dilute future earnings per share.

Table of Contents

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification 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 December 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.

As part of the judgement on March 18, 2022, the Company was required to reimburse litigation fees in the amount of $17,780.

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, 2024.

Table of Contents

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.

Table of Contents

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.

Accounting Standards Issued, Not Adopted

In November 2024, the FASB issued Accounting Standard Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This standard requires additional disclosures over certain expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense categories. This standard also requires disclosure of the total amount of selling expenses and the Company's definition of selling expenses. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact this update will have on our annual disclosures; however, we do not anticipate a material impact to our financial condition, results of operations, or cash flows.

NOTE 3 - NOTES PAYABLE

Notes payable at December 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
2025	$	773,279
2026	$	0
2027	$	0
2028	$	0
2029	$	0
	$	773,279

The Company accrued interest of $75,910 on the notes during the year ended December 31, 2024.

Notes payable at December 31, 2023 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
2023	$	773,279
2024	$	0
2025	$	0
2026	$	0
2027	$	0
	$	773,279

The Company accrued interest of $77,625 on the notes during the year ended December 31, 2023.

Table of Contents

NOTE 4 - EQUITY

No option expense was recorded during the years ended December 31, 2024 and 2023.


		Stock Warrants and Options
		Stock warrants/options outstanding and exercisable on December 31, 2024 are as follows:

Exercise Price per Share		Shares Under Option/warrant		Remaining Life in Years

Outstanding
$	0.07		15,000,000	0.05
$	0.27		300,000	0.88
$	0.05		600,000	2.01
$	0.08		700,000	2.13
Total			16,600,000

Exercisable
$	0.07		15,000,000	0.05
$	0.27		300,000	0.88
$	0.05		600,000	2.01
$	0.08		700,000	2.13
Total			16,600,000

NOTE 5 - INCOME TAXES

At December 31, 2024, the Company had federal and state net operating loss carry forwards of approximately $45,000,000 that expire in various years through the year 2042.

Due to net operating loss carry forwards and operating losses, there is no provision for current federal or state income taxes for the years ended December 31, 2024 and 2023.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

The Company’s deferred tax asset at December 31, 2024 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $17,429,381 less a valuation allowance in the amount of approximately $17,429,381. Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased by approximately $132,525,183 for the year ended December 31, 2024. The Company had net income in 2023.

The Company’s total deferred tax asset as of December 31, 2024, and 2023 are as follows:


	2024			2023
Net operating loss carry forwards	$	17,429,381		$	17,296,422
Valuation allowance		(17,429,381	)		(17,296,422	)
Net deferred tax asset	$	—		$	—

Table of Contents

The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes for the years ended December 31, 2024 and 2023 is as follows:


	2024			2023
Income tax computed at the federal statutory rate		21	%		21	%
Income tax computed at the state statutory rate		5	%		5	%
Valuation allowance		(26	)%		(26	)%
Total deferred tax asset		—			—

On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law and the new legislation contains several key tax provisions that affected us, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax asset and liabilities. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date.

NOTE 6 - 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 second 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 7 - RELATED PARTY TRANSACTIONS

During the year ended December 31, 2023, Mr. Kidrin the CEO of the Company loaned to the Company $47,000 to cover operating expenses. The Company repaid Mr. Kidrin $20,000 in April of 2023 and $27,000 in November of 2023 with accrued interest of $1,742.

The balance in the accrued expense attributable to related parties is comprised of accrued salary due the CEO based on an employment agreement for $228,077 and an accrued consulting fee to the CFO in the amount of $88,688 for a total of $316,765 at December 31, 2024.

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 and an accrued consulting fee to the CFO in the amount of $56,188 for a total of $148,151 at December 31, 2023.

Table of Contents

NOTE 8 – 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.).

The Company did not sell any common stock during the year ended December 31, 2024, During the year ended December 31, 2023 the Company generated net cash of $76,839 from the sale of 200,000 shares of MariMed Inc. common stock. The average price was $0.38 per share.

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

Those shares were retained on the books of the Company with a book value of $0.

NOTE 10 – ACCRUED EXPENSES

Accrued expenses is comprised of (i) $316,765 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) $1,532,686 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) $13,236 related to accruals for recurring operating expenses, and (v) $17,780 related to a judgement requiring the Company to reimburse litigation fees.

NOTE 11 – PREPAID EXPENSES

NOTE 12 - SEGMENT INFORMATION

The Company operates as a single reporting segment focused on monetizing our collection of non-fungible tokens and our legacy celebrity virtual reality worlds. The Chief Operating Decision Makers are the Company's Chief Executive Officer and its Chief Financial Officer, who together (the "CODM"), evaluate company performance based on Net income (loss), determined in accordance with U.S. GAAP.

The CODM uses this measure to assess profitability and guide resource allocations.

The CODM uses net income/(loss) in accordance with U.S. GAAP to understand and compare operating results across accounting periods, and for financial and operational decision-making and resource allocation.

Table of Contents

The table below provides the Company's Revenue, Cost of Revenue, Gross Profit/(Loss) operating expenses, Operating Loss from operations and Net Income/(Loss) for the years ended December 31, 2024:


	2024

Revenue		—
Cost of Revenue		—
Gross Profit/(Loss)		—

Selling, General & Admin.		175,917
Salaries and related		259,555

Operating Loss		(435,472	)

Net Income/(Loss)		(511,382	)

NOTE 12 – SUBSEQUENT EVENTS

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.

Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer of the effectiveness of our disclosure controls and procedures as defined in Rules 13a – 15€ under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of the end of the period covered by this annual report on Form 10-K. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officer and principal financial officer has determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Furthermore, smaller reporting companies may face additional limitations. Smaller reporting companies often employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company’s operation and are in a position to override any system of internal control. Additionally, smaller reporting companies may utilize general accounting software packages that lack a rigorous set of software controls.

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a- 15(f) under the Securities Exchange Act, as amended. Management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

Table of Contents

As of December 31, 2024, we did not maintain effective controls over the control environment. The Board of Directors does not currently have any director that qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

As of December 31, 2024, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

As of December 31, 2024, we did not establish a formal written policy for the approval, identification and authorization of related party transactions.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the year ended December 31, 2024, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

None.

Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the name, age and position of our directors and executive officers. Our directors are elected annually and serve until the next annual meeting of stockholders. Mr. Toboroffis an independent director. Peter Christos resigned as a director during the year.

Name	Age		Position
Thomas Kidrin		72	President, Chief Executive Officer, Secretary, Treasurer, Director
Christopher J. Ryan		64	Vice President-Finance, Principal Accounting and Chief Financial Officer
Leonard Toboroff		91	Director

Thomas Kidrin became a director on October 1997 and has been president, secretary and treasurer from December 1997 through July 2007 then added the title chief executive officer since August 2007. Mr. Kidrin was also president and a director of Worlds Acquisition Corp. from April 1997 to December 1997. He has been the chairman and president of Datastream Corporation, a designer and developer of interactive products and services, since 1993. From December 1991 to June 1996, Mr. Kidrin was a founder, director, and President of UC Television Network Corp., a company engaged in the design and manufacture of interactive entertainment/advertising networks in the college market under the brand name College Television Network, the largest private network on college campuses in the United States sold to MTV in 1996 now operating under MTVU. Mr. Kidrin was a director of MariMed Inc. and was its CEO from its inception in 2011 until July 20, 2017. Mr. Kidrin is currently the CEO and Chairman of Real Brands Inc. Mr. Kidrin has attended Drake University and the New School of Social Research.

Christopher J. Ryan has been Vice President-Finance since May 2000 and principal accounting and finance officer since August 2000. From August 1991 through April 2000, Mr. Ryan held a variety of financial management positions at Reuters America, an information services company.From 2001 through 2003, Mr. Ryan was the founder and President of CJR Advisory Services, a personal corporation through which he provided financial consulting services to various entities. From 2004 to 2010, Mr. Ryan was the CFO of Peminic, Inc. From 2008 to 2012 Mr. Ryan served as the CFO of Conversive Inc. Mr. Ryan was the CFO of MariMed Inc. from its inception in 2011 until July 20, 2017. Mr. Ryan is currently the CFO of Real Brands Inc. Mr. Ryan is an inactive certified public accountant. He is a graduate of Montclair State University in New Jersey and received an M.B.A. degree from Fordham University.

Leonard Toboroff became a Director on August 28, 2018. He is a Director of Asset Alliance Corp., an alternative investment company since April 2011 and of NOVT Corporation, a developer of advanced medical treatments for coronary and vascular disease since April of 2006. He was a founder and director of Steel Partners Acquisition Corp. from June 2007 to June 2009. He was Executive Director of Corinthian Capital Group, LLC a private equity fund from October 2005 to June 2008. He was Director and Vice Chairman of Varsity Brands, Inc. (formally Riddell Sports Inc.) a provider of goods and services to the school spirit industry, from April 1998 until it was sold in September 2003. He was Vice Chairman of the Board of Allis-Chalmers Energy Inc. a provider of products and services to the oil and gas industry from May 1988 and served as Executive Vice President from May 1989 until February 2002. He has served as Chairman or Vice Chairman of American Bakeries Co., Ameriscribe Corporation and Saratoga Spring Water Co. and as a Director of ENGEX Corp, a closed-end mutual fund. He received his undergraduate degree from Syracuse University and his law degree from the University of Michigan Law School. He is a member of the U.S. Supreme Court Historical Society.

Table of Contents

The board of directors met once during the year ended 2023 and acted by written consent. The board does not have any standing committees and when necessary, the entire board acts to perform such functions.

Family Relationships

None.

Legal Proceedings

None

Audit Committee

We do not have a separately designated standing audit committee. Pursuant to Section 3(a)(58)(B) of the Exchange Act, the entire Board of Directors acts as an audit committee for the purpose of overseeing the accounting and financial reporting processes, and audits of our financial statements. The Commission recently adopted new regulations relating to audit committee composition and functions, including disclosure requirements relating to the presence of an "audit committee financial expert" serving on its audit committee. We are not in a position at this time to attract, retain and compensate additional directors in order to acquire a director who qualifies as an "audit committee financial expert" or to so designate one of our current directors, but we intend to either retain an additional director who will qualify as such an expert or designate one of our current directors as such an expert, as soon as reasonably practicable. Our current directors, by virtue of their past employment experience, have considerable knowledge of financial statements, finance, and accounting, and have significant employment experience involving financial oversight responsibilities. Accordingly, we believe that our current directors capably fulfill the duties and responsibilities of an audit committee in the absence of such a designated expert at this time.

Code of Ethics

We have adopted a code of ethic (the "Code of Ethics") that applies to our principal chief executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the Code of Ethics was filed as Exhibit 14.1 to a previous annual report. The Code of Ethics is being designed with the intent to deter wrongdoing, and to promote the following:

•	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships

•	Full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the Commission and in other public communications we make

•	Compliance with applicable governmental laws, rules and regulations

•	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code

•	Accountability for adherence to the code

Table of Contents

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in that ownership with the Commission. Specific due dates for these reports have been established, and we are required to report, in this Form 10-K, any failure to comply therewith during the fiscal year ended December 31, 2024. We believe that all of these filing requirements were satisfied by its executive officers, directors and by the beneficial owners of more than 10% of our common stock. In making this statement, we have relied solely on copies of any reporting forms received by us, and upon any written representations received from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership) was required to be filed under applicable rules of the Commission.

Insider Trading Policy

The Company has adopted a Securities Trading and Insider Information Policy which governs the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees, that are reasonably designed to promote compliance with insider trading laws. In addition, the Policy also prohibits executive officers and members of the Company’s Board of Directors and their family members from buying or selling market options or other exchange-traded derivative securities related to the Company and from engaging in short sales of securities of the Company. A copy of the policy is filed as an exhibit to this annual report.

Table of Contents

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth the compensation paid by us during the fiscal periods ending December 31, 2024, and 2023, to our chief executive officer, chief financial officer and to our other most highly compensated executive officers whose compensation exceeded $100,000 for those fiscal periods.

SUMMARY COMPENSATION TABLE (1)(2)
Name and principal position (a)	Year (b)	Salary ($) (c)		Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)		Securities underlying options (g)	All Other Compensation ($) (i)		Total ($) (j)

Thomas Kidrin, President and CEO	2024	$	65,346(3)			$	0			$	65,346(3)
	2023	$	121,027(3)			$	0			$	121,027(3)

Chris Ryan, CFO	2024	$	0(4)			$	0			$	0
	2023	$	20,000(4)			$	0			$	20,000

(1) The above compensation does not include other personal benefits, the total value of which do not exceed $10,000.

(2) Pursuant to the regulations promulgated by the SEC, the table omits columns reserved for types of compensation not applicable to us.

(3) Mr. Kidrin has an employment agreement effective August 30, 2018 with a base annual salary of $200,000 with annual 10% increases every September 1.

(4) Mr. Ryan has deferred his compensation in 2024 and 2023.

Stock Option Grants

The following table sets forth information as of December 31, 2024 concerning unexercised options, unvested stock and equity incentive plan awards on a post reverse split 5 for 1 basis for the executive officers named in the Summary Compensation Table.

Table of Contents

OUTSTANDING EQUITY AWARDS AT YEAR-ENDED DECEMBER 31, 2024

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plans Awards: Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price		Option Expiration Date


Christopher Ryan		300,000		0		0	$	0.26	11-16-25

Compensation of Directors

On September 5, 2007, the Board of Directors adopted a compensation program for the directors whereby each director will receive compensation in the form of stock options for serving on the board. Five-year non-qualified stock options to purchase 100,000 shares of the Corporation’s common stock are to be granted annually on January 1 to each director then in office at an exercise price equal to the last reported trading price of our common stock on that day, with such option to vest in 12 months, provided the director serves for at least six months, following the date of grant. In addition, every director upon first joining our board receives 150,000 stock options that vest immediately and are exercisable for five years at a price equal to the last reported trading price of our common stock on that day.

The following table sets forth information concerning the compensation paid to each of our non-employee directors during 2023 for their services rendered as directors.

DIRECTOR COMPENSATION

Name

Fees Earned or Paid in Cash

($)

Stock

Awards ($)

Option

Awards ($) (1)

All Other

Compensation ($)

Total

($)

Leonard Toboroff

(1) This column represents the dollar amount recognized for financial statement reporting purposes with respect to the 2023 fiscal year for the fair value of stock options granted to the named director in fiscal year 2021, in accordance with SFAS 123R. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts reflect our accounting expense for these awards, and do not correspond to the actual value that will be recognized from these awards by the named director.

Table of Contents

Employment Agreements

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. Mr. Kidrin exercised his second one-year renewal option. 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 shares vested on August 28, 2018, 1.5 million shares vest on August 28, 2019 and 1.5 million shares vest 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.

Stock Option Plan

On September 4, 2007, our board of directors adopted the 2007 Stock Option Plan which was presented to our shareholders for their approval at an annual meeting. The plan provides for the issuance of up to 25 million options of which not more than 22 million can be incentive stock options.

Compensation Committee Interlocks and Insider Participation

One of our directors held the same position with our former subsidiary, Worlds Online Inc. (currently named MariMed Inc.), although it is the intent that our current non-employee directors will only serve during a transition period not to exceed 12 months that transition had been extended longer than initially anticipated. That director passed away in January of 2023. In addition, our CEO was the CEO of MariMed from inception in 2011 until July 20, 2017 when he was replaced by another of our directors and our CFO was the CFO of MariMed from inception in 2011 until July 20, 2017. We do not have a compensation committee and all of our directors perform the function of a compensation committee, except that Mr. Kidrin, our president and CEO, does not participate in any deliberations with respect to his compensation and physically removes himself from the presence of the other directors while they deliberate over his compensation and bonuses. Accordingly, Mr. Kidrin, who is both our president and CEO and was a director of MariMed Inc. until June 2019, and until July 20, 2017 was also its CEO and Mr. Fireman who was one of our directors and was a director of MariMed Inc. and its CEO since July 20, 2017 may be deemed to fall within the parameters of a compensation committee interlock. To address this situation, as described above, Mr. Kidrin recuses himself from all deliberations of the board with respect to his compensation.

Table of Contents

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ON A POST REVERSE SPLIT (5:1) BASIS

Name

Number of

Securities Underlying

Unexercised Options (#) Exercisable

Number of

Securities

Underlying

Unexercised Options (#)

Unexercisable

Equity Incentive Plan Awards:

Number of

Securities

Underlying

Unexercised

Unearned Options (#)

Option

Exercise Price

($)

Option

Expiration Date

Christopher Ryan

300,000

0.26

11-16-25

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth as of March 21, 2025, certain information with respect to the beneficial ownership of Common Stock by (i) each Director, nominee and executive officer of us; (ii) each person who owns beneficially more than 5% of the common stock; and (iii) all Directors, nominees and executive officers as a group. The percentage of shares beneficially owned is based on there having been 57,112,506 shares of common stock outstanding as of such date.

OFFICERS, DIRECTORS AND BENEFICIAL OWNERS, AS OF MARCH 21, 2025

Name & Address of Beneficial Owner(1)	Amount & Nature of Beneficial Owner		% of Class(2)
Thomas Kidrin		16,000,000(3)		20.8	%
Christopher Ryan		974,929(4)		1.7	%
All directors and executive officers as a group (one person)		16,974,929(5)

*less than 1%

(1) Unless stated otherwise, the business address for each person named is Worlds Inc., 11 Royal Road, Brookline, MA 02445.

(2) Calculated pursuant to Rule 13d-3(d) (1) of the Securities Exchange Act of 1934. Under Rule 13d-3(d), shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by a person, but not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. We believe that each individual or entity named has sole investment and voting power with respect to the shares of common stock indicated as beneficially owned by them (subject to community property laws where applicable) and except where otherwise noted.

(3) Includes 15 million currently exercisable stock options

(4) Includes 300,000 currently exercisable stock options.

(5) Includes 15,300,000 currently exercisable stock options.

Table of Contents

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

We are not currently subject to the requirements of any stock exchange or inter-dealer quotation system with respect to having a majority of “independent directors”. However, Mr Toboroff is “independent” and only Mr. Kidrin, by virtue of being our president and CEO, is not independent. Although we are not currently subject to such rule, the independence of our director meets the definition of such term as contained in NASDAQ Rule 5605(a)(2). We currently own less than 1% of the outstanding common stock of our former wholly-owned subsidiary, MariMed Inc., and its former CEO and Director was also a Director of the Company up until the time of his death in January 2023.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Fees Billed For Audit and Non-Audit Services

The following table represents the aggregate fees billed for professional audit services rendered by the independent auditors, M&K CPAS PLLC (“M&K”), for our audit of the annual financial statements for the years ended December 31, 2024 and 2023. M&K was retained on December 12, 2018 after the Company was informed by L&L of its intent to resign for reason that it would not be able to comply with Section 10A of the Securities Exchange Act of 1934 and Section 203 of the Sarbanes-Oxley Act of 2002 which prohibit a registered public accounting firm from providing audit services to an issuer if the audit partner having primary responsibility for the audit, or the audit partner responsible for reviewing the audit, has performed audit services for that issuer in each of the five previous fiscal years of that issuer. L&L (then operating under its previous name) was retained as our auditor in 2007. Audit fees and other fees of auditors are listed as follows:

Year Ended December 31	2024			2023
	M&K			M&K/L&L

Audit Fees (1)	$	37,625	(2)	$	37,225
Audit-Related Fees (3)		—			—
Tax Fees (4)		—			—
All Other Fees (5)		—			—
Total Accounting Fees and Services	$	37,625		$	37,225

Table of Contents

(1)

Audit Fees. These are fees for professional services for the audit of our annual financial statements, and for the review of the financial statements included in our filings on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements.

(2)

The amounts shown for the audit firms in 2024 and 2023 relate to (i) the audit of our annual financial statements for the years ended December 31, 2024 and 2023, and (ii) the review of the financial statements included in our filings on Form 10-Q for the first, second and third quarters of 2024 and 2023.

(3)

Audit-Related Fees. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of our financial statements.

(4)

Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.

	(5)	All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.

Pre-Approval Policy For Audit and Non-Audit Services

We do not have a standing audit committee, and the full Board performs all functions of an audit committee, including the pre-approval of all audit and non-audit services before we engage an accountant. All of the services rendered to us by M&K CPAS PLLC and L&L CPAS, P.A. were pre-approved by our Board of Directors.

We are presently working with our legal counsel to establish formal pre-approval policies and procedures for future engagements of our accountants. The new policies and procedures will be detailed as to the particular service, will require that the Board or an audit committee thereof be informed of each service, and will prohibit the delegation of pre-approval responsibilities to management. It is currently anticipated that our new policy will provide (i) for an annual pre-approval, by the Board or audit committee, of all audit, audit-related and non-audit services proposed to be rendered by the independent auditor for the fiscal year, as specifically described in the auditor's engagement letter, and (ii) that additional engagements of the auditor, which were not approved in the annual pre-approval process, and engagements that are anticipated to exceed previously approved thresholds, will be presented on a case-by-case basis, by the President, for pre-approval by the Board or audit committee, before management engages the auditors for any such purposes. The new policy and procedures may authorize the Board or audit committee to delegate, to one or more of its members, the authority to pre-approve certain permitted services, provided that the estimated fee for any such service does not exceed a specified dollar amount (to be determined). All pre-approvals shall be contingent on a finding, by the Board, audit committee, or delegate, as the case may be, that the provision of the proposed services is compatible with the maintenance of the auditor's independence in the conduct of its auditing functions. In no event shall any non-audit related service be approved that would result in the independent auditor no longer being considered independent under the applicable rules and regulations of the Securities and Exchange Commission.

Table of Contents

ITEM 15. EXHIBITS.

	3.1		Certificate of Incorporation (a)

	3.2		By-Laws- Restated as Amended (b)

	4.1		2007 Stock Option Plan (c)

	10.2		Employment Agreement between the Registrant and Thom Kidrin (d)

	14.1		Code of Ethics (e)

	19		Insider Trading Policies and Procedures**

	31.1		Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer**

	31.2		Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer**

	32.1		Section 1350 Certifications of Chief Executive Officer**

	32.2		Section 1350 Certifications of Chief Financial Officer**

	101.INS* XBRL		Instance Document

	101.SCH* XBRL		Taxonomy Extension Schema

	101.CAL* XBRL		Taxonomy Extension Calculation Linkbase

	101.DEF* XBRL		Taxonomy Extension Definition Linkbase

	101.LAB* XBRL		Taxonomy Extension Label Linkbase

	101.PRE* XBRL		Taxonomy Extension Presentation Linkbase

(a)	Filed previously with the Proxy Statement Form DEF 14A on May, 19, 2010, 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.
(c)	Filed previously as an exhibit to Registrant's Current Report on Form 8-K filed on September 7, 2007, and incorporated herein by reference.
(d)	Filed previously as an exhibit to Registrant's Current Report on Form 8-K filed on September 4, 2018, and incorporated herein by reference.
(e)	Filed previously as an exhibit to Registrant's Annual Report on Form 10-KSB filed on April 3, 2008, and incorporated herein by reference.

** Filed herewith

Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 1, 2025	WORLDS INC.
	(Registrant)

By:/s/ Thomas Kidrin

Name: Thomas Kidrin

Title: President and Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ Thomas Kidrin Thomas Kidrin	President, Chief Executive Officer and Director	April 1, 2025

/s/ Christopher J. Ryan Christopher J. Ryan	Vice President - Finance and Principal Accounting and Financial Officer	April 1, 2025
/s/ Leonard Toboroff Leonard Toboroff	Director	April 1, 2025

Table of Contents

EXHIBIT 19

Securities Trading and Insider Information Policy

As a publicly held company, Worlds Inc. (“WDDD”) must comply with various rules and regulations that govern the shares of stock and other securities of all public companies. Accordingly, all personnel working at WDDD including full-time, part-time and temporary employees as independent contractors must be aware of and comply with the policies and practices discussed below regarding the purchase and sale of any Company securities.

Policy Statement

Employees and others acting on WDDD's behalf are globally prohibited by law from disclosing material, non-public information, or, while knowing material, non-public information about WDDD or another company, from purchasing or selling securities (e.g., stock, bonds, options or restricted stock units) of WDDD or the other company. Senior WDDD executives also must strictly comply with additional securities laws and regulations restricting their ability to trade in WDDD securities.

What the Policy Means

Generally, any information that an investor might use to decide whether to buy or sell securities is “material” information. This includes but is not limited to: (1) Company or business unit financial results; (2) earnings per share information; (3) entry into financings including the sale of securities and the issuance of debentures; (4) possible mergers, acquisitions, divestitures or joint ventures; (5) major litigation; (6) significant new licenses or product development or significant changes to existing licenses and products; and (7) expressions of interest to acquire a significant part of the Company.

Information is “non-public” until it has been disclosed to the investing public through established news services (such as Dow Jones News Services) and sufficient time has passed to allow the information to be disseminated through the trading markets; it is reasonable to assume that this has occurred 48 business hours after the release of the information. Violations of this policy could also lead to fines and criminal penalties against individual securities traders.

What to Avoid

• Buying or selling stock or other securities of any company (including WDDD) while you are in possession of material, non-public information concerning that company.

• Disclosing material, non-public information about a company (including WDDD) to any other person, including family members, friends or colleagues, where the information may be used bythe other person to profit by trading in the company's securities.

• Recommending or suggesting that anyone else buy, sell or retain the stock or other securities of any company (including WDDD) while you have material, non-public information about the company.

• Providing access to material non-public information when it does not meet the strict need-to know requirement for work.

If you have any questions about what behavior to avoid, or whether certain information constitutes material non-public information, please contact the Company’s Chief Financial Officer or General Counsel.

Blackout Periods & General Prohibitions on Trading

In addition to the prohibitions stated above specifically affecting those who possess material, non-public information, all employees are prohibited from buying or selling securities of WDDD during certain “Blackout Periods”. These Blackout Periods for all employees extend from:

February 15 until 2 business days following the release of the Company’s earnings and related financial information for the previous year;

April 15 until 2 business days following the release of the earnings and related financial information for the 1st Quarter;

July 15 until 2 business days following the release of the earnings and related financial information for the 2nd Quarter; and

October 15 until 2 business days following the release of the earnings and related financial information for the 3rd Quarter.

As a courtesy, the Company’s Chief Financial Officer or General Counsel may remind employees of the occurrence of the Blackout Period, but the Blackout Period prohibitions shall govern even in the absence of any such reminder.

In addition, even outside of any Blackout Period, employees may not buy or sell securities of WDDD (or any other company) while the employee has material, non-public information about WDDD (or such other company). Employees also should NEVER give or share material, non-public information about WDDD to anyone outside of the scope of their WDDD work duties.

Executive Officers and members of the Company’s Board of Directors and their family members are prohibited from buying or selling market options or other exchange-traded derivative securities related to the Company and from engaging in short sales of securities of the Company.

EXHIBIT 31.1

Certifications

I, Thomas Kidrin, certify that:

1. I have reviewed this annual report on Form 10-K 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: April 1, 2025

/s/ Thomas Kidrin

Thomas Kidrin

Chief Executive Officer

EXHIBIT 31.2

Certifications

I, Christopher J. Ryan, Principal Accounting and Financial Officer, certify that:

1. I have reviewed this annual report on Form 10-K of Worlds Inc.;

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: April 1, 2025

/s/ Christopher J. Ryan

Christopher J. Ryan

Principal Accounting and Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Worlds Inc. (the "Company") on Form 10-K for the year ended December 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: April 1, 2025	*By: /s/ Thomas Kidrin*
	Thomas Kidrin
	Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Worlds Inc. (the "Company") on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher J. Ryan, Principal Accounting and Financial Officer of the Company, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, our financial condition and result of operations.

	WORLDS INC.
	(Registrant)
Date: April 1, 2025
	*By: /s/ Christopher J. Ryan*
	Christopher J. Ryan
	Principal Accounting and Financial Officer

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2024	Mar. 28, 2025	Jun. 30, 2024	Dec. 31, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 1,713,375
Common Stock, Shares, Outstanding	57,112,506	57,112,506		57,112,506
Auditor Firm ID	2738
Auditor Name	M&K CPAS, PLLC
Auditor Location	The Woodlands, TX

Balance Sheets - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 6,380	$ 244,856
Prepaid expenses	8,750	20,545
Total Current Assets	15,130	265,401
Total assets	15,130	265,401
Current Liabilities
Accounts payable	809,928	798,108
Accrued expenses related party	316,765	148,151
Accrued expenses	1,768,703	1,688,026
Notes payable exceeding statute of limitations	773,279	773,279
Total Current Liabilities	3,668,675	3,407,564
Total Liabilities	3,668,675	3,407,564
Common stock (Par value $0.001 authorized 250,000,000 shares, issued and outstanding 57,112,506 at December 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	(47,253,296)	(46,741,914)
Total stockholders' deficit	(3,653,545)	(3,142,163)
Total Liabilities and stockholders' deficit	$ 15,130	$ 265,401

Balance Sheets (Parenthetical) - $ / shares	Dec. 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

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Revenue
Revenue
Total Revenue
Cost and Expenses
Cost of Revenue
Gross Profit/(Loss)
Selling, General & Admin.	175,917	101,451
Salaries and related	259,555	215,584
Operating loss	(435,472)	(317,035)
Other Income (Expense)
Gain on sale of URL		400,000
Gain on sale of marketable securities	0	76,839
Interest expense	(75,910)	(77,625)
Net Income/(Loss)	$ (511,382)	$ 82,179
Weighted Average Gain (Loss) per share, basic and diluted	$ (0.01)	$ 0.00
Weighted Average Common Shares Outstanding, basic and diluted	57,112,506	57,112,506

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)
Beginning balance, shares at Dec. 31, 2022	57,112,506
Net Loss				82,179	82,179
Ending 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				(511,382)	$ (511,382)
Ending balance, value at Dec. 31, 2024	$ 57,113	$ 42,335,725	$ 1,206,913	$ (47,253,296)	$ (3,653,545)
Ending balance, shares at Dec. 31, 2024	57,112,506				57,112,506

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net Income/(loss)	$ (511,382)	$ 82,179
Adjustments to reconcile net loss to net cash used in operating activities
Realized gain on sale of marketable securities		(76,839)
Realized gain on sale of URL		(400,000)
Prepaid expenses	11,795	(20,545)
Accounts payable and accrued expenses related party	168,614
Accounts payable and accrued expenses	92,497	175,444
Net cash (used in) operating activities:	(238,476)	(239,761)
Cash flows from investing activities
Cash received from sale of marketable securities		76,839
Cash received from sale of URL		400,000
Cash provided by investing activities		476,839
Net increase/(decrease) in cash and cash equivalents	(238,476)	237,078
Cash and cash equivalents, including restricted, beginning of year	244,856	7,778
Cash and cash equivalents, including restricted, end of period	6,380	244,856
Cash paid during the period for:
Income taxes

GOING CONCERN

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 1 – 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.

DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

12 Months Ended

Dec. 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

Basis of Presentation

Use of 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

Advertising Costs

Advertising costs are expenses as incurred. There were no advertising costs in the years ended December 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 years ended December 31, 2024 and 2023.

Prepaid Expenses

Property and Equipment

Impairment of Long-Lived Assets

Stock-Based Compensation

Income Taxes

Notes Payable

Comprehensive Income (Loss)

Loss Per Share

Commitments and Contingencies

As part of the judgement on March 18, 2022, the Company was required to reimburse litigation fees in the amount of $17,780.

Risk and Uncertainties

Off Balance Sheet Arrangements

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

Uncertain Tax Positions

Fair Value of Financial Instruments

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 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.

Warrant and option expense was measured by using level 3 valuation.

Embedded Conversion Features

Derivative Financial Instruments

Accounting Standards Issued, Not Adopted

NOTES PAYABLE

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 3 - NOTES PAYABLE

Notes payable at December 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
2025	$	773,279
2026	$	0
2027	$	0
2028	$	0
2029	$	0
	$	773,279

The Company accrued interest of $75,910 on the notes during the year ended December 31, 2024.

Notes payable at December 31, 2023 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
2023	$	773,279
2024	$	0
2025	$	0
2026	$	0
2027	$	0
	$	773,279

The Company accrued interest of $77,625 on the notes during the year ended December 31, 2023.

EQUITY

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

EQUITY

NOTE 4 - EQUITY

No option expense was recorded during the years ended December 31, 2024 and 2023.


		Stock Warrants and Options
		Stock warrants/options outstanding and exercisable on December 31, 2024 are as follows:

Exercise Price per Share		Shares Under Option/warrant		Remaining Life in Years

Outstanding
$	0.07		15,000,000	0.05
$	0.27		300,000	0.88
$	0.05		600,000	2.01
$	0.08		700,000	2.13
Total			16,600,000

Exercisable
$	0.07		15,000,000	0.05
$	0.27		300,000	0.88
$	0.05		600,000	2.01
$	0.08		700,000	2.13
Total			16,600,000

INCOME TAXES

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 5 - INCOME TAXES

At December 31, 2024, the Company had federal and state net operating loss carry forwards of approximately $45,000,000 that expire in various years through the year 2042.

Due to net operating loss carry forwards and operating losses, there is no provision for current federal or state income taxes for the years ended December 31, 2024 and 2023.

The Company’s total deferred tax asset as of December 31, 2024, and 2023 are as follows:


	2024			2023
Net operating loss carry forwards	$	17,429,381		$	17,296,422
Valuation allowance		(17,429,381	)		(17,296,422	)
Net deferred tax asset	$	—		$	—

The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes for the years ended December 31, 2024 and 2023 is as follows:


	2024			2023
Income tax computed at the federal statutory rate		21	%		21	%
Income tax computed at the state statutory rate		5	%		5	%
Valuation allowance		(26	)%		(26	)%
Total deferred tax asset		—			—

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6 - COMMITMENTS AND CONTINGENCIES

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 7 - RELATED PARTY TRANSACTIONS

SALE OF MARKETABLE SECURITIES

12 Months Ended

Dec. 31, 2024

Investments, Debt and Equity Securities [Abstract]

SALE OF MARKETABLE SECURITIES

NOTE 8 – 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.).

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

Those shares were retained on the books of the Company with a book value of $0.

ACCRUED EXPENSES

12 Months Ended

Dec. 31, 2024

Payables and Accruals [Abstract]

ACCRUED EXPENSES

NOTE 10 – ACCRUED EXPENSES

PREPAID EXPENSES

12 Months Ended

Dec. 31, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

PREPAID EXPENSES

NOTE 11 – PREPAID EXPENSES

SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

SEGMENT INFORMATION

NOTE 12 - SEGMENT INFORMATION

The CODM uses this measure to assess profitability and guide resource allocations.

The table below provides the Company's Revenue, Cost of Revenue, Gross Profit/(Loss) operating expenses, Operating Loss from operations and Net Income/(Loss) for the years ended December 31, 2024:


	2024

Revenue		—
Cost of Revenue		—
Gross Profit/(Loss)		—

Selling, General & Admin.		175,917
Salaries and related		259,555

Operating Loss		(435,472	)

Net Income/(Loss)		(511,382	)

NOTE 12 – SUBSEQUENT EVENTS

DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Description of Business

Description of Business

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of 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

Advertising Costs

Advertising Costs

Advertising costs are expenses as incurred. There were no advertising costs in the years ended December 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 years ended December 31, 2024 and 2023.

Prepaid Expenses

Prepaid Expenses

Property and Equipment

Property and Equipment

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Stock-Based Compensation

Stock-Based Compensation

Income Taxes

Income Taxes

Notes Payable

Notes Payable

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Loss Per Share

Loss Per Share

Commitments and Contingencies

Commitments and Contingencies

As part of the judgement on March 18, 2022, the Company was required to reimburse litigation fees in the amount of $17,780.

Risk and Uncertainties

Risk and Uncertainties

Off Balance Sheet Arrangements

Off Balance Sheet Arrangements

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

Uncertain Tax Positions

Uncertain Tax Positions

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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 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.

Warrant and option expense was measured by using level 3 valuation.

Embedded Conversion Features

Embedded Conversion Features

Derivative Financial Instruments

Derivative Financial Instruments

Accounting Standards Issued, Not Adopted

Accounting Standards Issued, Not Adopted

NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

Notes payable at December 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
2025	$	773,279
2026	$	0
2027	$	0
2028	$	0
2029	$	0
	$	773,279

The Company accrued interest of $75,910 on the notes during the year ended December 31, 2024.

Notes payable at December 31, 2023 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
2023	$	773,279
2024	$	0
2025	$	0
2026	$	0
2027	$	0
	$	773,279

The Company accrued interest of $77,625 on the notes during the year ended December 31, 2023.

EQUITY (Tables)

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Stock Warrants and Options


		Stock Warrants and Options
		Stock warrants/options outstanding and exercisable on December 31, 2024 are as follows:

Exercise Price per Share		Shares Under Option/warrant		Remaining Life in Years

Outstanding
$	0.07		15,000,000	0.05
$	0.27		300,000	0.88
$	0.05		600,000	2.01
$	0.08		700,000	2.13
Total			16,600,000

Exercisable
$	0.07		15,000,000	0.05
$	0.27		300,000	0.88
$	0.05		600,000	2.01
$	0.08		700,000	2.13
Total			16,600,000

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Total Deferred Tax


	2024			2023
Net operating loss carry forwards	$	17,429,381		$	17,296,422
Valuation allowance		(17,429,381	)		(17,296,422	)
Net deferred tax asset	$	—		$	—

Reconciliation of Income


	2024			2023
Income tax computed at the federal statutory rate		21	%		21	%
Income tax computed at the state statutory rate		5	%		5	%
Valuation allowance		(26	)%		(26	)%
Total deferred tax asset		—			—

SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Disclosure - Segment Information


	2024

Revenue		—
Cost of Revenue		—
Gross Profit/(Loss)		—

Selling, General & Admin.		175,917
Salaries and related		259,555

Operating Loss		(435,472	)

Net Income/(Loss)		(511,382	)

GOING CONCERN (Details Narrative)	12 Months Ended
GOING CONCERN (Details Narrative)	Dec. 31, 2024 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficiency	$ 3,653,545
Stockholders deficiency	3,653,545
Cash used in operations	$ 238,476

DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES (Details Narrative) - USD ($)		12 Months Ended
	Mar. 18, 2022	Dec. 31, 2024	Dec. 31, 2023	Apr. 01, 2001
Accounting Policies [Abstract]
Advertising costs		$ 0	$ 0
Research and development costs		0	0
Law firm retainer		$ 8,750	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	16,600,000
Judgment amount				$ 205,000
Reserve for lawsuit		$ 205,000	$ 205,000
Reimbursement litigation fees	$ 17,780	$ 17,780

Note Payable (Details) - USD ($)	Dec. 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	$ 124,230
Unsecured note payable bearing 10% interest, entire balance of principal and unpaid interest due on demand	649,049	649,049
Total notes	773,279	773,279
2023	773,279	773,279
2024	0	0
2025	0	0
2026	0	0
2027	$ 0	$ 0

NOTES PAYABLE (Details Narrative) - USD ($)	12 Months Ended
NOTES PAYABLE (Details Narrative) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Accrued interest	$ 75,910	$ 77,625

Stock Warrants and Options (Details)	Dec. 31, 2024 $ / shares shares	Aug. 28, 2019 shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Shares Under Option/warrant		2,000,000
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	0.05
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	0.88
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	2.01
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	2.13
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	0.05
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	0.88
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	2.01
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	2.13

EQUITY (Details Narrative) - USD ($)	12 Months Ended
EQUITY (Details Narrative) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Options expense	$ 0	$ 0

Total Deferred Tax (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 17,429,381	$ 17,296,422
Valuation allowance	(17,429,381)	(17,296,422)
Net deferred tax asset

Reconciliation of Income (Details)	12 Months Ended
Reconciliation of Income (Details)	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income tax computed at the federal statutory rate	21.00%	21.00%
Income tax computed at the state statutory rate	5.00%	5.00%
Valuation allowance	(26.00%)	(26.00%)
Total deferred tax asset

INCOME TAXES (Details Narrative)	12 Months Ended
INCOME TAXES (Details Narrative)	Dec. 31, 2024 USD ($) Interger	Dec. 31, 2023 USD ($)
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards	$ 45,000,000
Net operating loss carry forwards	17,429,381	$ 17,296,422
Valuation allowance less	17,429,381	$ 17,296,422
Valuation allowance increased	$ 132,525,183
Reduction of corporate tax	21.00%
Accounting Standards Update 2020-03 [Member]
Operating Loss Carryforwards [Line Items]
Mandatory Transition \| Interger	1

COMMITMENTS AND CONTINGENCIES (Details Narrative)	12 Months Ended	48 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative)	Dec. 31, 2024	Aug. 28, 2023 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	second 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%

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Nov. 30, 2023	Apr. 30, 2023	Dec. 31, 2023	Dec. 31, 2024	Sep. 30, 2024
Related Party Transactions [Abstract]
CEO loan for operating expenses			$ 47,000
Company repaid Mr, Kidrin	$ 27,000	$ 20,000
Accrued interest			1,742
Accrued salary for CEO			91,963	$ 228,077
Accrued consulting fee to CFO			56,188	88,688
Total accrued salary and consulting fees			$ 148,151	$ 316,765	$ 316,765

SALE OF MARKETABLE SECURITIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Jan. 01, 2011
Investments, Debt and Equity Securities [Abstract]
Number of reatined shares from spin off			5,936,115
Net cash generated from sale		$ 76,839
Shares sold		200,000
Average price per share		$ 0.38
Shares owned of MariMed	350,000
Retained shares value on company books	$ 0

ACCRUED EXPENSES (Details Narrative) - USD ($)		12 Months Ended
ACCRUED EXPENSES (Details Narrative) - USD ($)	Mar. 18, 2022	Dec. 31, 2024	Sep. 30, 2024	Dec. 31, 2023	Apr. 01, 2001
Payables and Accruals [Abstract]
Owed to related parties		$ 316,765	$ 316,765	$ 148,151
Judgment amount					$ 205,000
Related old accrual		1,532,686
Accruals for recurring operating expenses		13,236
Reimbursement legal fees	$ 17,780	$ 17,780

PREPAID EXPENSES (Details Narrative) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Law firm retainer	$ 8,750	$ 20,545

Disclosure - Segment Information (Details) - USD ($)	12 Months Ended
Disclosure - Segment Information (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting [Abstract]
Revenue
Cost of Revenue
Gross Profit/(Loss)
Selling, General & Admin.	175,917	101,451
Salaries and related	259,555
Operating Loss	(435,472)	(317,035)
Net Income/(Loss)	$ (511,382)	$ 82,179

Worlds (PK) (USOTC:WDDD)
Historical Stock Chart
From Jun 2025 to Jul 2025

Worlds (PK) (USOTC:WDDD)
Historical Stock Chart
From Jul 2024 to Jul 2025

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

WDDD Worlds Inc (PK)

Latest WDDD Messages

Loading Messages....

Worlds Inc (QB) News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

WDDD Worlds Inc (PK)

Latest WDDD Messages

Loading Messages....

Worlds Inc (QB) News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App

Sign in

Go Ad-Free