10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q /A

Amendment No. 1

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

For the Quarterly Period ended June 30, 2014

( ) 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 0-24115

WORLDS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	22-1848316
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

11 Royal Road
Brookline, MA 02445
(Address of Principal Executive Offices)

(617) 725-8900
(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [X]

(Do not check if a smaller reporting company) 

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

As of July 22, 2014, 96,554,322 shares of the Issuer's Common Stock were outstanding.

EXPLANATORY NOTE

This Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Amended Report”) is being filed with the Securities and Exchange Commission to amend the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014 (the “Original 10-Q”) of WORLDS, INC. solely to correct the disclosure with respect to certain employee stock options and investor warrants.  No other changes are being made and this Amended Report still speaks only as of the date it was initially filed.

This Amended Report includes currently-dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

Worlds Inc.

Table of Contents

Part I - Financial Information		Page
Item 1	Financial Statements	3
	Notes to Financial Statements	6
Item 2	Management’s Discussions and Analysis of Financial Condition and Results of Operations	13
Item 3	Quantitative and Qualitative Disclosures About Market Risk	N/A
Item 4	Controls and Procedures	15
Part II – Other Information
Item 1	Legal Proceedings	16
Item 1A	Risk Factors	N/A
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3	Default Upon Senior Securities	16
Item 4	Mine Safety Disclosures	N/A
Item 5	Other Information	16
Item 6	Exhibits	16
Signatures		17

(1)

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Worlds Inc.
Balance Sheets
June 30, 2014 and December 31, 2013
	Unaudited			Audited
	June 30, 2014			December 31, 2013
	( Restated )			( Restated )
ASSETS:
Current Assets
Cash and cash equivalents	$	61,054		$	22,132
Due from related party		200,199			295,912
Promissory note		2,000			3,000
Total Current Assets		263,254			321,044
Patents		7,000			7,000
Total assets	$	270,254		$	328,044
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current Liabilities
Accounts payable	$	797,908		$	797,908
Accrued expenses		2,094,508			1,986,726
Derivative liability		837,489			1,187,600
Notes payable		773,279			773,279
Notes payables		325,000			225,000
Convertible notes payable, net		32,504			117,534
Total Current Liabilities		4,860,688			5,088,047
Stockholders' (Deficit)
Common stock (Par value $0.001 authorized 100,000,000 shares, issued and outstanding 96,554,322 and 93,209,823 at June 30, 2014 and December 31, 2013, respectively)		96,554			93,210
Additional paid in capital		31,309,596			30,287,412
Common stock-warrants		97,869			97,869
Deferred compensation		—			(12,609	)
Accumulated deficit		( 36,094,453	)		( 35,225,884	)
Total stockholders deficit		(4,590,433	)		(4,760,003	)
Total Liabilities and stockholders' deficit	$	270,254		$	328,044
The accompanying notes are an integral part of these financial statements

(2)

Worlds Inc.
Statements of Operations
Six and Three Months Ended June 30, 2014 and 2013
	Unaudited						Unaudited
	6 Months Ended						3 Months Ended
	Jun. 30, 2014 ( Restated )			Jun. 30, 2013( Restated )			Jun. 30, 2014 ( Restated )			Jun. 30, 2013( Restated )
Revenues
Revenue	$	—		$	—		$	—		$	—
Total Revenue		—			—			—			—
Cost and Expenses
Cost of Revenue		—			—			—			—
Gross Profit/(Loss)		—			—			—			—
Option Expense		66,451			—			—			—
Common Stock issued for services rendered		75,908			232,516			39,300			170,253
Selling, General & Admin.		160,920			365,081			71,385			116,145
Salaries and related taxes		104,663			112,238			55,625			65,212
Operating (loss)		( 407,943	)	$	(709,835	)	$	(166,310	)	$	(351,610	)
Other Income Expense
Gain (Loss) on change in fair value of derivative liability		( 161,667	)		(1,400,341)		$	( 260,201	)		780,967
Interest Expense		(298,959	)	$	(311,903	)	$	(52,113	)	$	(284,385	)
Interest Income		—			1,430			—			1,430
Net Income (Loss)	$	(868,569	)	$	( 2,420,649	)	$	( 478,624	)		146,402
Weighted Average (Loss) per share	$	(0.02	)	$	( 0.03	)		(0.01	)		*
Weighted Average Common Shares Outstanding		94,767,763			82,841,277			95,475,237			83,839,228
*Less than 0.01
The accompanying notes are an integral part of these financial statements

(3)

Worlds Inc.
Statements of Cash Flows
Six Months Ended June 30, 2014 and 2013
	Unaudited
	6 Months Ended
	Jun. 30, 2014 ( Restated )			Jun. 30, 2013 ( Restated )
Cash flows from operating activities:
Net (loss)	$	( 868,569	)	$	( 2,420,649	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities
Fair value of stock options issued		66,451			—
Common stock issued for services rendered		75,908			232,516
Amortization of discount to note payable		289,345			221,370
Derivative expense		—			3,007,846
Changes in fair value of derivative liabilities		161,667			( 1,607,506	)
Promissory note payable		1,000			—
Accounts payable and accrued expenses		117,407			23,525
Due from related party		95,713			(122,341	)
Net cash (used in) operating activities:		(61,078	)		(665,239	)
Cash flows from financing activities
Proceeds from issuance of common stock		—			97,500
Proceeds from exercise of warrants		—			131,000
Proceeds from issuance of convertible note payable		—			2,400,000
Proceeds from issuance of note payable		100,000			—
Net cash provided by financing activities		100,000			2,628,500
Net increase/(decrease) in cash and cash equivalents		38,922			1,963,261
Cash and cash equivalents, beginning of year		22,132			95,069
Cash and cash equivalents, end of year	$	61,054		$	2,058,330
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

(4)

Worlds Inc.

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2014

(Unaudited)

NOTE 1 – 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., the majority of its operations and related operational assets. The Company retained its patent portfolio which it intends to continue to increase and to more aggressively enforce against alleged infringers. The Company also entered into a License Agreement with Worlds Online Inc. to sublicense its patented technologies.

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"), which contemplates continuation of the Company as a going concern. The Company has always been considered a developmental stage business, 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. These factors raise substantial doubt about the Company's ability to continue as a going concern. For the past year the Company has been operating at a significantly reduced capacity, with only one full time employee, performing primarily consulting services and licensing software 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 are comprised of highly liquid money market instruments, which have original maturities of three months or less at the time of purchase.

Due from Related Party

Due from related party is comprised of cash payments made by Worlds Inc. on behalf of Worlds Online Inc. for shared operating expenses.

Revenue Recognition

Effective for the second quarter of 2011, the Company spun off its online businesses to Worlds Online Inc. The Company’s sources of revenue after the spin off will be from sublicenses of the patented technology by Worlds Online and any revenue that may be generated from enforcing its patents. Prior to the spin-off, the Company had the following sources of revenue: (1) consulting/licensing revenue from the performance of development work performed on behalf of the Company, licensing revenue or from the sale of certain software to third parties; and (2) VIP subscriptions to our Worlds Ultimate 3-D Chat service. The Company recognizes revenue when all of the following criteria are met: evidence of an arrangement exists such as a signed contract, delivery has occurred, the price is fixed or determinable, and collectability is reasonable assured. This will usually be in the form of a receipt of a customer’s acceptance indicating the product has been completed to their satisfaction except for development work and service revenue which is recognized when the services have been performed. Deferred revenue represents cash payments received in advance to be recorded as revenue when earned. The corresponding cost associated with those contracts is also deferred as deferred costs until the revenue is ultimately recognized.

(5)

Research and Development Costs

Research and development costs are charged to operations as incurred.

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided on a straight line basis over the estimated useful lives of the assets ranging from three to five years. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income. Maintenance and repairs are charged to expense in the period incurred.

Impairment of Long Lived Assets

The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the 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 the six months ended June 30, 2014.

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- the requisite service period (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 June 30, 2014 and December 31, 2013. The company has $325,000 and $225,000 in notes outstanding at June 30, 2014 and December 31, 2013, respectively.

(6)

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 June 30, 2014, there were 8,600,000 options and 5,273,214 warrants whose effect is anti-dilutive and not included in diluted net loss per share for the three and six months ended June 30, 2014.. The options and warrants may dilute future earnings per share.

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 June 30, 2014, and December 31, 2013 the Company recorded a reserve of $205,000 for this lawsuit, which is included in accrued expenses in the accompanying balance sheets.

Risk and Uncertainties

The Company is subject to risks common to companies in the technology industries, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel.

Off Balance Sheet Arrangements

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

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the six months ended June 30, 2014 and 2013, respectively.

Subsequent Events

The Company evaluated for subsequent events through the issuance date of the Company’s financial statements.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2014-05, 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.

(7)

NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENTS

The Company identified errors related to understatement of option expense for the year ended December 31, 2012. The facts underlying the Company’s original conclusion is that 7.5 million stock options granted to President and CEO of the Company, Thom Kidrin, were only 18 month options and were expiring on March 31, 2014. Such 7.5 million stock options were additionally extended for 2 years with new expiration date on March 31, 2016. In fact they were five (5) year options expiring in September 2017 and no extension was granted. Accordingly, all the financial statements for the year ended December 31, 2012 and for the six months ended June 30, 2014 are restated.

In addition, the Company identified errors related to understatement of derivative liabilities as of June 30, 2014, and loss on change in the fair value of the derivative liability for the three and six months ended June 30, 2014. The facts underlying the Company’s original conclusion is that there were no derivative liabilities incurred when 4,535,714 warrants were granted to the investors in connection with the strategic financing agreements entered into in March of 2013. In fact such warrants’ ratchet features triggered derivative liabilities of the Company.

The following table sets forth all the accounts in the original amounts and restated amounts, respectively.

As of June 30, 2014

	Original			Adjustment			Restated
Derivative liability	$	75,722		$	761,767		$	837,489
Additional paid in capital	$	32,220,773		$	(911,177	)	$	31,309,596
Accumulated deficit	$	(36,243,863	)	$	149,410		$	(36,094,453	)

For the six months ended June 30, 2014

	Original			Adjustment			Restated
Option expenses	$	1,186,310		$	(1,119,859	)	$	66,451
Gain (loss) on change in fair value of derivative liability	$	(158,204	)	$	3,463		$	(161,667	)
Net (loss)		(1,984,965	)		1,116,396			(868,569	)
Weighted average loss per share	$	(0.02	)	$	0.01		$	(0.01	)

For the three months ended June 30, 2014

	Original			Adjustment			Restated
Gain (loss) on change in fair value of derivative liability	$	(87,031	)	$	(173,170	)	$	(260,201	)
Net (loss)		(305,454	)		(173,170	)		(478,624	)
Weighted average loss per share		**		$	(0.01	)	$	(0.01	)

Statement of Equity as of January 1, 2014

	Original			Adjustment			Restated
Additional paid in capital	$	30,078,730		$	208,682		$	30,287,412
Accumulated deficit	$	(34,258,898	)	$	(966,986	)	$	(35,225,884	)

** Less than $0.01

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception, the Company has had periods where it had only minimal revenues from operations. There can be no assurance that the Company will be able to obtain the additional capital resources to fully implement its business plan or that any assumptions relating to its business plan will prove to be accurate. The Company is pursuing sources of additional financing and there can be no assurance that any such financing will be available to the Company on commercially reasonable terms, or at all. Any inability to obtain additional financing will likely have a material adverse effect on the Company, including possibly requiring the Company to reduce and/or cease operations.

These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 - PRIVATE PLACEMENTS OF EQUITY

During the six months ended June 30, 2014, the Company issued 2,830,973 common shares by converting $374,375 of the convertible notes payable into common stock.

During the six months ended June 30, 2014, the Company issued an aggregate of 450,000 shares of common stock as payment for services rendered with an aggregate value of $63,300. The Company also recognized stock issued for services in the amount of $12,609 for stocks issued in year 2013 but amortized in this period.

During the six months ended June 30, 2014, the Company issued 63,526 shares to an officer of the company as payment for an accrued expense in the amount of $9,625.

During the six months ended June 30, 2013, the Company sold 875,000 common shares for a cash investment of $87,500. The company received $10,000 for stock issued in 2012 and recorded as subscription receivable.

During the six months ended June 30, 2013, the Company raised $120,000 with the exercise of warrants covering 800,000 shares of its common stock at a price of $0.15 per share.

During the six months ended June 30, 2013, 100,000 stock options were exercised at a price of $0.11 per share for cash proceeds of $11,000.

During the six months ended June 30, 2013, the Company issued an aggregate of 1,525,000 shares of common stock as payment for services rendered with an aggregate value of $494,950, $274,934 of which was recorded as deferred compensation as of June 30, 2013.

During the six months ended June 30, 2013, the Company issued 1,500,000 common shares for a cash investment of $150,000 which was received in 2012. The shares were not issued as of December 31, 2012, and were recorded as common stock subscribed but not yet issued at December 31, 2012.

(8)

NOTE 5 - NOTES PAYABLE

We issued an aggregate of $2.4 million face amount of Senior Secured Convertible Notes (the “Notes”). The Notes are divided into Series A, Series B and Series C with the Series A and B Notes aggregating to $1.95 million and the Series C Notes aggregating to $450,000. The Series A and Series B Notes were exchanged by the return of the face amount of the Notes and for 7 million shares of common stock of the Company. The remaining Series C Note carries a 14% annual interest rate upon default and is payable on March 13, 2016. The Company has determined that the conversion feature of the Notes represent an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. The Notes are classified as a derivative liability and not a note payable, see Note 10 below.

Notes payable at June 30, 2014 consist of the following:
Unsecured note payable to a shareholder bearing 8% interest.
Entire balance of principal and unpaid interest due on demand	$	124,230
Unsecured note payable to a shareholder bearing 10% interest
Entire balance of principal and unpaid interest due on demand	$	649,049
Total current	$	773,279
2014	$	773,279
2015	$	325,000
2016	$	-0-
2017	$	-0-
2018	$	-0-
	$	1,098,279

We issued promissory notes in the amount of $100,000 during the six months ended June 30, 2014. We had issued promissory notes in the amount of $225,000 during the year ended December 31, 2013. One of the Promissory Notes in the amount $50,000 was in lieu of payment of cash for an outstanding balance due to a consultant of the Company. The promissory notes carry a 6% annual interest rate and are payable upon the earlier of (a) 24 months from the date of the promissory note or (b) the Company reaching a settlement(s) on a patent infringement claim(s) and receiving an aggregate of at least $2 million net proceeds from such settlement(s). 

The holders of the promissory notes shall receive repayment in the full face amount of the note from the initial $500,000 the Company actually receives from the net proceeds of its patent infringement claim(s) or from the net proceeds of a public offering. In addition the holder shall receive a preferred return (i) in an amount equal to up to 200% of the initial face amount of the note out of available cash by sharing with all other investors in this series of notes in the allocation of 50% of the available cash received by the Company form $2M - $4M and (ii) in an amount equal to up to 100% of the initial face amount of the note out of available cash by sharing with all other investors in this series of notes in the allocation of 25% of the available cash received by the Company from $4M - $6M. In other words, if the Company collects $6M in the net proceeds of available cash, the holder will receive a return equal to 400% of its investment. 

(9)

NOTE 6 – STOCK OPTIONS

During the six months ended June 30, 2014, the Company issued 450,000 options to the Company’s directors. The directors, Bernard Stolar, Robert Fireman and Edward Gildea each received 100,000 options for serving as board members in 2014. Edward Gildea joined the board on January 10, 2014 and received an additional 150,000 options for joining the Company’s board.

No stock options or warrants were exercised during the six months ended June 30, 2014.

During the six months ended June 30, 2013, the Company issued 4,535,714 warrants as part of the offering of the senior secured convertible notes. Such warrants triggered derivative liabilities of the Company due to their ratchet features (see Note 11 below). During the six months ended June 30, 2013, 800,000 warrants were exercised for cash proceeds of $120,000. During the six months ended June 30, 2013, 100,000 stock options were exercised for cash proceeds of $11,000. During the six months ended June 30, 2013, 900,000 stock options were exercised through a cashless exercise of options resulting in the issuance of 639,606 shares of common stock.

During the six months ended June 30, 2014, the Company recorded an option expense of $66,451 , equal to the estimated fair value of the options at the date of grants. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 1.73% risk-free interest, 0% dividend yield, 294% volatility, and expected life of 5 years.

Stock Warrants and Options
Stock warrants/options outstanding and exercisable on June 30, 2014 are as follows:
Exercise Price per Share		Shares Under Option/warrant		Remaining Life in Years
	Outstanding
$	1.00		4,535,714		3.71
$	0.19		200,000		3.50
$	0.155		200,000		4.50
$	0.15		737,500		0.50
$	0.14		250,000		4.72
$	0.115		300,000		3.33
$	0.11		150,000		0.80
$	0.070		7,500,000		3.25
$
	Exercisable
$	1.00		4,535,714		3.71
$	0.19		200,000		3.50
$	0.15		737,500		0.50
$	0.115		300,000		3.33
$	0.11		150,000		0.80
$	0.070		7,500,000		3.25

(10)

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company is committed to an employment agreement with its President and CEO, Thom Kidrin. The agreement, dated as of August 30, 2012, is for five years with a one-year renewal option held by Mr. Kidrin.  The agreement provides for a base salary of $175,000, 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 7.5 million shares of Worlds Inc. common stock at an exercise price of  $0.070 per share, all of which vested on October 1, 2012; 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 8 - RELATED PARTY TRANSACTIONS

On May 16, 2011, the Company transferred, through a spin-off to its then wholly owned subsidiary, Worlds Online Inc., the majority of its operations and related operational assets. The Company retained its patent portfolio which it intends to continue to increase and to more aggressively enforce against alleged infringers. The Company also entered into a License Agreement with Worlds Online Inc. to sublicense its patented technologies.

Due from related party is comprised of cash payments made by Worlds Inc. on behalf of Worlds Online Inc. for shared operating expenses. The balance due at June 30, 2014 is $200,199.  

NOTE 9 - PATENTS

Worlds Inc. currently has nine patents, 6,219,045 - 7,181,690 - 7,493,558 – 7,945,856, - 8,082,501, – 8,145,998 – 8,161,383, – 8,407,592 and 8,640,028. On March 30, 2012, the Company filed a patent infringement lawsuit against Activision Bizzard Inc., Blizzard Entertainment Inc. and Activision Publishing Inc. in the United States District Court for the District of Massachusetts. Susman Godfrey LLP is lead counsel for the Company. The costs to prosecute those parties that the Company and our legal counsel believe to be infringing on said patents were capitalized under patents until a resolution is reached.

A Federal District Court issued a ruling on March 13, 2014 on the Motion for Summary Judgment hearing that allows the company to proceed with its patent infringement suit against Activision Blizzard, Inc., Blizzard Entertainment, Inc. and Activision Publishing, Inc.'s (Activision). The MSJ hearing held October 17, 2013 addressed Activision's dispute of Worlds Inc.'s November 1995 patent priority date. The court did not dismiss the case as requested by Activision. The Court’s ruling does prevent the company from pursuing damages for the period prior to the U.S. Patent and Trademark Office's (USPTO) issuance of Certificates of Correction on September 24, 2013 that amended the Company’s 6,219,045 and 7,181,790 patents to include comprehensive priority information, which specifically references Worlds November 1995 provisional patent application and confirms Worlds 1995 priority date.

There can be no assurance that the Company will be successful in its ability to prosecute its IP portfolio or that we will be able to acquire additional patents.

(11)

NOTE 10 – DERIVATIVE LIABILITIES

1) Derivative liabilities due to variable conversion ratio

On March 20, 2013 the Company entered into strategic financing agreements with several institutional investors that could provide the Company with up to $2.3 million of debt financing based upon the amount of conversions and redemptions. The transaction documents provide, among other things, that (i) the investors will receive five year warrants in an amount equal to 100% of the number of shares of our common stock the investors would receive if the Notes (defined below) were converted on March 13, 2013, at an exercise price of $0.50 per share, (ii) $1.950 million of the funds will deposited in one of our bank accounts but will be subject to a control account agreement which will provide that the Company can only withdraw funds from the account as the investors convert or redeem the Notes, (iii) the investors have demand and piggy-back registration rights for the shares of common stock underlying the warrants and Notes, (iv) the Notes will be secured by a first priority security interest in all of our assets, other than our patents, (v) each investor may not convert any Note or exercise any warrants if doing so will cause the investor to own more than 4.99% of our outstanding common stock at any time, although under certain circumstances they can each own up to 9.99% of our outstanding common stock, (vi) we paid $40,000 of the investors’ legal fees incurred with respect to this transaction, and (vii) for the next three years the investors have a right to participate in up to 50% of any of our future financings. The warrants and Notes contain standard anti-dilution provisions and the Securities Purchase Agreements contains standard covenants for a financing of this nature. In the event the Company acquires any subsidiaries while the Notes are outstanding, such subsidiaries will be obligated to guaranty the Notes and any other obligations we owe to the investors pursuant to the transaction documents.

On July 15, 2013 we entered into Amendment and Exchange Agreements with each of the existing holders of our Series A, B and C Senior Secured Convertible Notes and related warrants to purchase our common stock, which securities were originally issued pursuant to that certain Securities Purchase Agreement dated as of March 14, 2013 (“Securities Purchase Agreement”), by and among us and such holders.

Each Exchange Agreement provides for, among other things, that:

(i)	Various restrictive provisions of the Securities Purchase Agreement and the Class C Senior Secured Convertible Notes were either eliminated by amendment or waived;
(ii)	the related warrants, initially exercisable into an aggregate of 4,535,714 shares of Common Stock at an initial exercise price of $0.50, were exchanged for new warrants, initially exercisable into an aggregate of 4,535,714 shares of Common Stock at an initial exercise price of $1.00; and
(iii)	the Series A and B Senior Secured Convertible Notes, with an aggregate original principal amount of $1,950,000, were exchanged for an aggregate of 7 million shares of our common stock and the payment by the Company to such holders of an aggregate of approximately $1,951,400 (the remaining cash amount held in a control account pursuant to the terms and conditions of the Series A and B Senior Secured Convertible Notes)

The Company has determined that the conversion feature of the Note represent an embedded derivative since the Note is convertible into a variable number of shares upon conversion. Accordingly, the Note is not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount recorded as a discount to the Note. Such discount will be accreted from the grant date to the maturity date of the Note. The change in the fair value of the derivative liability will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liability on the balance sheet. The beneficial conversion feature included in the Note resulted in an initial debt discount of $450,000 and an initial loss on the valuation of derivative liabilities of $171,658 based on the initial fair value of the derivative liability of $621,658. The fair value of the embedded derivative liability was calculated at grant date utilizing the following assumptions:

Grant Date	Fair Value		Term (Years)		Assumed Conversion Price		Market Price on Grant Date		Volatility Percentage			Risk-free Rate
3/20/13	$	621,658		3.0	$	0.326	$	0.465		238	%		0.0038

During the six months ended June 30, 2014, $374,375 of the convertible notes was converted into 2,830,973 shares of the Company’s common stock. $75,188 in convertible notes remain.

At June 30, 2014, the Company revalued the embedded derivative liability. For the period from December 31, 2013 to June 30, 2014, the Company decreased the derivative liability of $514,883 by $439,161 resulting in a derivative liability of $75,722 at June 30, 2014.

The fair value of the embedded derivative liability was calculated at June 30, 2014 utilizing the following assumptions: 

Date		Fair Value		Term (Years)		Assumed Conversion Price		Market Price		Volatility Percentage			Risk-free Rate
	12/31/13	$	514,883		2.22	$	0.126	$	0.15		275	%		0.0078
	6/30/14	$	75,722		1.72	$	0.16	$	0.21		170	%		0.0049

2) Derivative liabilities due to ratchet features of the warrants

On March 20, 2013, the Company issued 4,535,714 warrants (the “Warrants”) as part of the senior secured convertible notes. Pursuant to the warrants agreements, if and whenever on or after the grant date of the Warrants, the Company issued or sold, or in accordance with the warrants agreements is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price of the Warrants in effect immediately prior to such issue or sale or deemed issuance or sale (“Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price.

The Company has determined that the ratchet features of the Warrants represent an embedded derivative since the Warrants are exercisable into a variable number of shares upon exercise. Accordingly, the Warrants are not considered to be conventional warrants under EITF 00-19 and the embedded ratchet feature must be accounted for as a derivative liability. Accordingly, the fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount recorded as derivative expenses. The change in the fair value of the derivative liability will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liability on the balance sheet. The ratchet feature included in the Warrants resulted in an initial derivative expenses of $2,092,336 on the grant date based on the initial fair value of the derivative liability. The fair value of the embedded derivative liability was calculated at grant date utilizing the following assumptions:

Grant Date	Fair Value	Term (Years)	Exercise Price	Market Price on Grant Date	Volatility Percentage	Risk-free Rate
3/20/13	$2,092,336	5.0	$0.50	$0.465	238%	0.0038

At June 30, 2014, the Company revalued the embedded derivative liability, based on the new exercise price of $1.00 per share pursuant to the Amendment and Exchange Agreements entered into on July 15, 2013. For the period from December 31, 2013 to June 30, 2014, the Company increased the derivative liability of $672,717 by $89,050, resulting in a derivative liability of $761,767 at June 30, 2014.

The fair value of the embedded derivative liability was calculated at December 31, 2013 and June 30, 2014 utilizing the following assumptions:

Date	Fair Value	Term (Years)	Exercise Price	Volatility Percentage	Risk-free Rate
12/31/13	$672,717	4.22	$1.00	275%	0.0175
6/30/14	$761,767	3.72	$1.00	170%	0.0162

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Item 2. Management's Discussions and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

When used in this Form 10-Q and in future filings by the Company with the Commission, the words or phrases such as "anticipate," "believe," "could," "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.

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 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; 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 unaudited financial statements and related notes which are included under Item 1.

We do not undertake to update our forward-looking statements or risk factors to reflect future events or circumstances.

Overview

General

Starting in mid-2001 we were not able to generate enough revenue to sustain full operations and other sources of capital were not available. As a result, we have had to significantly curtail our operations since that time and at times almost halt them all together. Since mid-2007, as more funds became available from our financings, we were able to increase operations and become more active operationally.

On May 16, 2011, we transferred, through a spin-off to our then wholly owned subsidiary, Worlds Online Inc., the majority of our operations and related operational assets. We retained our patent portfolio which we intend to continue to increase and to more aggressively enforce against alleged infringers. We also entered into a License Agreement with Worlds Online Inc. to sublicense patented technologies.

The Company’s sources of revenue after the spin off will be from sublicenses of the patented technology by Worlds Online and any revenue that may be generated from enforcing its patents in litigation or otherwise.

Revenues

The Company’s sources of revenue after the spin off will be from sublicenses of the patented technology by Worlds Online and any revenue that may be generated from enforcing its patents in litigation or otherwise.

Prior to the spin-off we generated only modest revenue from VIP subscriptions to the Worlds Ultimate 3-D Chat service.

Expenses

We classify our expenses into two broad groups:

O   cost of revenues; and

O   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 enabled us to begin upgrading our technology, develop new products and actively solicit additional business.  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, or start to generate sufficient revenues, we may need to once again scale back operations.

RESULTS OF OPERATIONS

Our net revenues for each of the three months ended June 30, 2014 and 2013 were $0.  All the operations were transferred over to Worlds Online Inc. in the spin off. The Company’s future sources of revenue after the spin off are anticipated to be from sublicenses of the patented technology to Worlds Online Inc.’s customers and any revenue that may be generated from enforcing our patents in litigation or otherwise. 

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Three months ended June 30, 2014 compared to the three months ended June 30, 2013

Revenue is $0 for the three months ended June 30, 2014 and 2013. We need to raise a sufficient amount of capital to provide the resources required that would enable us to continue running the business.

Cost of revenues is $0 in the three months ended June 30, 2014 and 2013.

Selling general and administrative (SG&A) expenses decreased by $44,760 from $116,145 to $71,385 for the three months ended June 30, 2013 and 2014, respectively. Decrease is due to limited operations in 2014 where last year there was a greater overall level of activity surrounding the lawsuit and professional service fees and consultants with the activity around the strategic financing agreement.

Salaries and related decreased by $9,587 to $55,625 from $65,212 for the three months ended June 30, 2014 and 2013, respectively. The decrease is due to two additional employees last year who are no longer with the company, offset by an increase in the CEO’s salary based on the terms of his employment agreement.

Common stock issued for services rendered decreased by $130,953 to $39,300 from $170,253 for the three months ended June 30, 2014 and 2013 respectively. The Company has only one strategic business consulting and advice agreement for common stock in 2014 where we had several in the past.

For the three months ended June 30, 2014, the company had a loss on change in fair value of derivative liability of $260,201 and interest expense of $52,113. For the three months ended June 30, 2013, the Company had a gain on change in fair value of derivative liability of $780,967 and interest expense of $284,385. The derivative liability are in connection with the issuance of the senior secured convertible notes of $450,000 and 4,535,714 warrants as part of the offering of notes, both of which are required to be recorded as a derivative liability.

As a result of the foregoing, we realized a net loss of $478,624 for the three months ended June 30, 2014 compared to a net income of $146,402 in the three months ended June 30, 2013.

Six months ended June 30, 2014 compared to six months ended June 30, 2013

Revenue is $0 for the six months ended June 30, 2014 and 2013. We need to raise a sufficient amount of capital to provide the resources required that would enable us to continue running the business.

Cost of revenues is $0 in the six months ended June 30, 2014 and 2013.

Selling general and administrative (SG&A) expenses decreased by $204,161 from $365,081 to $160,920 for the six months ended June 30, 2013 and 2014, respectively. Decrease is due to limited operations in 2014 where last year there was a greater overall level of activity surrounding the lawsuit and professional service fees and consultants with the activity around the strategic financing agreement.

Salaries and related decreased by $7,575 to $104,663 from $112,238 for the six months ended June 30, 2014 and 2013, respectively. The decrease is due to two additional employees last year who are no longer with the company, offset by an increase in the CEO’s salary based on the terms of his employment agreement.

Common stock issued for services rendered decreased by $156,608 to $75,908 from $232,516 for the six months ended June 30, 2014 and 2013 respectively. The Company has only two strategic business consulting and advice agreement for common stock in 2014 where we had several in the past.

For the six months ended June 30, 2014, the Company recorded an option expense of $66,451, equal to the estimated fair value of the options at the date of grants. The option expense was due to 450,000 options granted to the Company’s directors during the first quarter of 2014. The directors, Bernard Stolar, Robert Fireman and Edward Gildea each received 100,000 options for serving as board members in 2014. Edward Gildea joined the board on January 10, 2014 and received an additional 150,000 options for joining the Company’s board.

For the six months ended June 30, 2014, the company had a loss on change in fair value of derivative liability of $161,667 and interest expense of $298,959. For the six months ended June 30, 2013, the Company had a loss on change in fair value of derivative liability of $1,400,341 and interest expense of $311,903. The derivative liability are in connection with the issuance of the senior secured convertible notes of $450,000 and 4,535,714 warrants as part of the offering of notes, both of which are required to be recorded as a derivative liability.

As a result of the foregoing, we realized a net loss of $868,569 for the six months ended June 30, 2014 compared to a net loss of $2,420,649 in the six months ended June 30, 2013.  

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Liquidity and Capital Resources

At June 30, 2014, our cash and cash equivalents were $61,054. We raised an aggregate of $100,000 from issuing notes payable during the six months ended June 30, 2014.

There were no capital expenditures in the six months ended June 30, 2014.

Historically, our primary cash requirements have been used to fund the cost of operations, development of our products and patent protection, with additional funds having been used in promotion and advertising and in connection with the exploration of new business lines.

The funds raised in our 2013 and 2014 financings were and will be used to develop new products and services, enhance our patent portfolio, pay salaries to management and pay professional fees to our attorneys and auditors to prepare and file reports with the Securities and Exchange Commission.  We hope to raise additional funds to be used for further developing our portfolio of patents and to document our technology in order to enforce our patents where there is infringement.  No assurances can be given that we will be able to raise any additional funds.

A Federal District Court issued a ruling on March 13, 2014 on the Motion for Summary Judgment hearing that allows the company to proceed with its patent infringement suit against Activision Blizzard, Inc., Blizzard Entertainment, Inc. and Activision Publishing, Inc.'s (Activision). The MSJ hearing held October 17, 2013 addressed Activision's dispute of Worlds Inc.'s November 1995 patent priority date. The court did not dismiss the case as requested by Activision. The Court’s ruling does prevent the company from pursuing damages for the period prior to the U.S. Patent and Trademark Office's (USPTO) issuance of Certificates of Correction on September 24, 2013 that amended the Company’s 6,219,045 and 7,181,790 patents to include comprehensive priority information, which specifically references Worlds November 1995 provisional patent application and confirms Worlds 1995 priority date.

Item 4. Controls And Procedures

As of June 30, 2014, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2014 our disclosure controls and procedures were ineffective inasmuch as draft documents were commingled with effective documents leading to erroneous documents being relied upon and distributed. The above statement notwithstanding, you are cautioned that no system is foolproof.

Changes in Internal Control Over Financial Reporting

During the quarter covered by this report there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(15)

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

In Cosmo Communications v. Worlds Inc. (our former name) in the Superior Court Of New Jersey Law Division, Bergen County, the court rendered a decision in favor of the plaintiff, Cosmo Communications on February 13, 2001. The judgment amount entered in April 2001, is approximately $205,000, of which the full amount is accrued.  The judgment related to a consulting agreement for raising capital. The court ruled that the terms of the contract are binding on successors of the company and that Worlds.com is a successor company.

A Federal District Court issued a ruling on March 13, 2014 on the Motion for Summary Judgment hearing that allows the company to proceed with its patent infringement suit against Activision Blizzard, Inc., Blizzard Entertainment, Inc. and Activision Publishing, Inc.'s (Activision). The MSJ hearing held October 17, 2013 addressed Activision's dispute of Worlds Inc.'s November 1995 patent priority date. The court did not dismiss the case as requested by Activision. The Court’s ruling does prevent the company from pursuing damages for the period prior to the U.S. Patent and Trademark Office's (USPTO) issuance of Certificates of Correction on September 24, 2013 that amended the Company’s 6219045 and 7181790 patents to include comprehensive priority information, which specifically references Worlds November 1995 provisional patent application and confirms Worlds 1995 priority date. A Markman Hearing has been scheduled for October 3, 2014.

Item 1A. Risk Factors

We are not obligated to disclose our risk factors in this report, however, limited information regarding our risk factors appears in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Forward-Looking Statements” contained in this Quarterly Report on Form 10-Q and in “Item 1A. RISK FACTORS” of our 2012 Annual Report on Form 10-K. There have been no material changes from the risk factors previously disclosed in our 2012 Annual Report on Form 10-K.

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

None. 

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

31.1	Certification of Chief Executive Officer
31.2	Certification of Chief Financial Officer
32.1	Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned thereto duly authorized.

Date: February 6, 2015

WORLDS INC.

By: /s/ Thomas Kidrin
Thomas Kidrin
President and CEO


By: /s/ Christopher Ryan
Christopher Ryan
Chief Financial Officer

(17)

INDEX TO EXHIBITS

Exhibit No.	Description
31.1	Certification of Chief Executive Officer
31.2	Certification of Chief Financial Officer
32.1	Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
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EX-31.1

EXHIBIT 31.1

Certifications

I, Thomas Kidrin, certify that: 

1. I have reviewed this amendment to quarterly report on Form 10-Q/A 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: February 6, 2015

/s/ Thomas Kidrin

Thomas Kidrin

Chief Executive Officer

EX-31.2

EXHIBIT 31.2 

Certifications

I, Christopher J. Ryan, certify that:

1. I have reviewed this amendment to quarterly report on Form 10-Q/A 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: February 6, 2015

/s/ Christopher J. Ryan

Christopher J. Ryan

Chief Financial Officer

EX-32.1

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 amendment to Quarterly Report of Worlds Inc. (the "Company") on Form 10-Q/A for the six months ended June 30, 2014 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: February 6, 2015	By:/s/ Thomas Kidrin
	Thomas Kidrin
	Chief Executive Officer

EX-32.2

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 amendment to Quarterly Report of Worlds Inc. (the "Company") on Form 10-Q/A for the six months ended June 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher J. Ryan, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

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

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

	WORLDS, INC
	(Registrant)
Date: February 6, 2015	By:/s/ Christopher J. Ryan
	Christopher J. Ryan
	Chief Financial Officer

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NOTE 10 - DERIVATIVE LIABILITIES - Fair value of the embedded derivative liability grant date (Details) (USD $)	Jun. 30, 2014	Mar. 31, 2014	Mar. 20, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Fair Value		$ 546,119	$ 546,119
Term (Years)	1.72		3.0
Assumed Conversion Price			0.326
Market Price on Grant Date			0.465
Volatility Percentage			238.00%
Risk-free Rate			0.38%

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NOTE 6 - STOCK OPTIONS (Details Narrative) (USD $)	6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Options issued	450,000		7.5
Company issued options to each Director	100,000
Additional option issued	150,000
Amount of Options extended	7,500,000
Warrants issued as part of senior secured convertible notes		4,535,714
Stock option exercised		800,000
Cash proceeds of stock options		$ 120,000
Stock option exercised		900,000
Shares issued for cashless exercise of options		639,606
Option expense	$ 1,186,310

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NOTE 4 - PRIVATE PLACEMENT OF EQUITY

6 Months Ended

Jun. 30, 2014

Equity [Abstract]

NOTE 4 - PRIVATE PLACEMENT OF EQUITY

NOTE 4 - PRIVATE PLACEMENTS OF EQUITY

During the six months ended June 30, 2014, the Company issued 2,830,973 common shares by converting $374,375 of the convertible notes payable into common stock.

During the six months ended June 30, 2014, the Company issued an aggregate of 450,000 shares of common stock as payment for services rendered with an aggregate value of $63,300. The Company also recognized stock issued for services in the amount of $12,609 for stocks issued in year 2013 but amortized in this period.

During the six months ended June 30, 2014, the Company issued 63,526 shares to an officer of the company as payment for an accrued expense in the amount of $9,625.

During the six months ended June 30, 2013, the Company sold 875,000 common shares for a cash investment of $87,500. The company received $10,000 for stock issued in 2012 and recorded as subscription receivable.

During the six months ended June 30, 2013, the Company raised $120,000 with the exercise of warrants covering 800,000 shares of its common stock at a price of $0.15 per share.

During the six months ended June 30, 2013, 100,000 stock options were exercised at a price of $0.11 per share for cash proceeds of $11,000.

During the six months ended June 30, 2013, the Company issued an aggregate of 1,525,000 shares of common stock as payment for services rendered with an aggregate value of $494,950, $274,934 of which was recorded as deferred compensation as of June 30, 2013.

During the six months ended June 30, 2013, the Company issued 1,500,000 common shares for a cash investment of $150,000 which was received in 2012. The shares were not issued as of December 31, 2012, and were recorded as common stock subscribed but not yet issued at December 31, 2012. 

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NOTE 10 - DERIVATIVE LIABILITIES (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Mar. 20, 2013 shareholders	Mar. 13, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Financing agreement			$ 2,300,000
Years on warrants			5
Percent of number of shares received			100.00%
Exercise price per share			$ 0.50
Funds deposited				1,950,000
Amount owned of outstanding shares				4.99%
Amount owned up to of outstanding shares				9.99%
Investors legal fees	40,000
Percent investors participate				0.50
Beneficial conversion - debt discount		450,000
Loss on valuation of derivative liability		96,119
Fair value of derivative liability		546,119	546,119
Convertible note, converted	224,375
Share amount for conversion	2,830,973
Convertible notes balance	225,188
Embedded derivative liability		429,296
Decrease amount of derivative		242,694
Derivative liability		$ 186,602

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NOTE 9 - PATENTS (Details Narrative) (USD $)	Jun. 30, 2014
Text Block [Abstract]
Patent I	$ 6,219,045
Patent II	7,181,690
Patent III	7,493,558
Patent IV	7,945,856
Patent V	8,082,501
Patent VI	8,145,998
Patent VII	8,161,383
Patent VIII	8,161,383
Patent IX	$ 8,640,028

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NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENTS - Original and restated amounts (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Jan. 02, 2013
Notes to Financial Statements
Derivative liability, Original	$ 186,602		$ 186,602
Derivative liability, Adjustment	588,597		588,597
Derivative liability, Restatement	775,199		775,199
Option Expense, Original				1,186,310
Option Expense, Adjustment				(1,119,859)
Option Expense, Restated			1,186,310
Gain (loss) on change in fair value of derivative liability, Original				(71,173)
Gain (loss) on change in fair value of derivative liability, Adjustment				169,707
Gain (loss) on change in fair value of derivative liability, Restated				98,534
Net (loss), Original				(1,679,510)
Net (loss), Adjustment				1,289,566
Net (loss)	(305,454)	238,414	(1,984,965)	(569,779)
Weighted average loss per share, Original				$ (0.02)
Weighted average loss per share, Adjustment				$ 0.02
Weighted average loss per share, Restated			$ (0.02)	$ (0.01)
Additional paid in capital, Original	31,825,487		31,825,487		30,078,730
Additional paid in capital, Adjustment	(911,177)		(911,177)		208,682
Additional paid in capital, Restated	30,914,310		30,914,310		30,287,412
Accumulated deficit, Original	(35,938,408)		(35,938,408)		(34,258,898)
Accumulated deficit, Adjustment	322,580		322,580		(966,986)
Accumulated deficit, Restated	$ (35,615,828)		$ (35,615,828)		$ (35,225,884)

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NOTE 5 - NOTES PAYABLE (Details) (USD $)	Jun. 30, 2014
Debt Disclosure [Abstract]
Entire balance of principal and unpaid interest due on demand 1	$ 124,230
Entire balance of principal and unpaid interest due on demand 2	649,049
Total current	773,279
Notes payable due within 2014	773,279
Notes payable due within 2015	325,000
Notes payable due within 2016	0
Notes payable due within 2017	0
Notes payable due within 2018	0
Notes Payable Total	$ 1,098,279

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NOTE 3 - GOING CONCERNS

6 Months Ended

Jun. 30, 2014

Note 3 - Going Concerns

NOTE 3 - GOING CONCERNS

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception, the Company has had periods where it had only minimal revenues from operations. There can be no assurance that the Company will be able to obtain the additional capital resources to fully implement its business plan or that any assumptions relating to its business plan will prove to be accurate. The Company is pursuing sources of additional financing and there can be no assurance that any such financing will be available to the Company on commercially reasonable terms, or at all. Any inability to obtain additional financing will likely have a material adverse effect on the Company, including possibly requiring the Company to reduce and/or cease operations.

These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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NOTE 6 - STOCK OPTIONS - Stock option table (Details) (USD $)	Jun. 30, 2014	Mar. 31, 2014
Outstanding (1)
Shares under options	4,535,714
Price per shares	$ 1.00
Remaining life in years	3.71
Outstanding (2)
Shares under options	200,000
Price per shares	$ 0.19
Remaining life in years	3.50
Outstanding (3)
Shares under options	200,000
Price per shares	$ 0.155
Remaining life in years	4.50
Outstanding (4)
Shares under options	737,500
Price per shares	$ 0.15
Remaining life in years	0.50
Outstanding (5)
Shares under options	250,000
Price per shares	$ 0.14
Remaining life in years	4.72
Outstanding (6)
Shares under options	300,000
Price per shares	$ 0.115
Remaining life in years	3.33
Outstanding (7)
Shares under options	150,000
Price per shares	$ 0.11
Remaining life in years	0.80
Outstanding (8)
Shares under options		7,500,000
Price per shares		$ 0.070
Remaining life in years		3.25
Exercisable (1)
Shares under options	4,535,714
Price per shares	$ 1.00
Remaining life in years	3.71
Exercisable (2)
Shares under options	200,000
Price per shares	$ 0.19
Remaining life in years	3.50
Exercisable (3)
Shares under options	737,500
Price per shares	$ 0.15
Remaining life in years	0.50
Exercisable (4)
Shares under options	300,000
Price per shares	$ 0.115
Remaining life in years	3.33
Exercisable (5)
Shares under options	150,000
Price per shares	$ 0.11
Remaining life in years	0.80
Exercisable (6)
Shares under options	7,500,000
Price per shares	$ 0.070
Remaining life in years	3.25

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Balance Sheets (USD $)	Jun. 30, 2014	Dec. 31, 2013
Derivative liability	$ 775,199
Notes payable	773,279
Additional paid in capital	30,914,310
Accumulated deficit	(35,615,828)
Unaudited
Cash and cash equivalents	61,054
Due from related party	200,199
Promissory note	2,000
Total Current Assets	263,254
Patents	7,000
Total Assets	270,254
Accounts payable	797,908
Accrued expenses	2,094,508
Derivative liability	75,722
Notes payable	773,279
Notes payables	325,000
Convertible notes payable, net	32,504
Total Current Liabilities	4,098,921
Common stock (Par value $0.001 authorized 100,000,000 shares, issued and outstanding 96,554,322 and 93,209,823 at June 30, 2014 and December 31, 2013, respectively)	96,554
Additional paid in capital	32,220,773
Common stock-warrants	97,869
Deferred compensation
Accumulated deficit	(36,243,863)
Total stockholders deficit	(3,828,666)
Total Liabilities and stockholders deficit	270,254
Audited
Cash and cash equivalents		22,132
Due from related party		295,912
Promissory note		3,000
Total Current Assets		321,044
Patents		7,000
Total Assets		328,044
Accounts payable		797,908
Accrued expenses		1,986,726
Derivative liability		429,296
Notes payable		773,279
Notes payables		225,000
Convertible notes payable, net		117,534
Total Current Liabilities		4,329,743
Common stock (Par value $0.001 authorized 100,000,000 shares, issued and outstanding 96,554,322 and 93,209,823 at June 30, 2014 and December 31, 2013, respectively)		93,210
Additional paid in capital		30,078,730
Common stock-warrants		97,869
Deferred compensation		(12,609)
Accumulated deficit		(34,258,898)
Total stockholders deficit		(4,001,698)
Total Liabilities and stockholders deficit		$ 328,044

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NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF ACCTING POLICIES

6 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF ACCTING POLICIES

NOTE 1 – 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., the majority of its operations and related operational assets. The Company retained its patent portfolio which it intends to continue to increase and to more aggressively enforce against alleged infringers. The Company also entered into a License Agreement with Worlds Online Inc. to sublicense its patented technologies.

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"), which contemplates continuation of the Company as a going concern. The Company has always been considered a developmental stage business, 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. These factors raise substantial doubt about the Company's ability to continue as a going concern. For the past year the Company has been operating at a significantly reduced capacity, with only one full time employee, performing primarily consulting services and licensing software 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 are comprised of highly liquid money market instruments, which have original maturities of three months or less at the time of purchase.

Due from Related Party

Due from related party is comprised of cash payments made by Worlds Inc. on behalf of Worlds Online Inc. for shared operating expenses.

Revenue Recognition

Effective for the second quarter of 2011, the Company spun off its online businesses to Worlds Online Inc. The Company’s sources of revenue after the spin off will be from sublicenses of the patented technology by Worlds Online and any revenue that may be generated from enforcing its patents. Prior to the spin-off, the Company had the following sources of revenue: (1) consulting/licensing revenue from the performance of development work performed on behalf of the Company, licensing revenue or from the sale of certain software to third parties; and (2) VIP subscriptions to our Worlds Ultimate 3-D Chat service. The Company recognizes revenue when all of the following criteria are met: evidence of an arrangement exists such as a signed contract, delivery has occurred, the price is fixed or determinable, and collectibility is reasonable assured. This will usually be in the form of a receipt of a customer’s acceptance indicating the product has been completed to their satisfaction except for development work and service revenue which is recognized when the services have been performed. Deferred revenue represents cash payments received in advance to be recorded as revenue when earned. The corresponding cost associated with those contracts is also deferred as deferred costs until the revenue is ultimately recognized. 

Research and Development Costs

Research and development costs are charged to operations as incurred.

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided on a straight line basis over the estimated useful lives of the assets ranging from three to five years. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income. Maintenance and repairs are charged to expense in the period incurred.

Impairment of Long Lived Assets

The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the 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 the six months ended June 30, 2014.

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- the requisite service period (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 June 30, 2014 and December 31, 2013. The company has $325,000 and $225,000 in notes outstanding at June 30, 2014 and December 31, 2013, respectively. 

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 June 30, 2014, there were 8,600,000 options and 5,273,214 warrants whose effect is anti-dilutive and not included in diluted net loss per share for the three and six months ended June 30, 2014.. The options and warrants may dilute future earnings per share.

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 June 30, 2014, and December 31, 2013 the Company recorded a reserve of $205,000 for this lawsuit, which is included in accrued expenses in the accompanying balance sheets.

Risk and Uncertainties

The Company is subject to risks common to companies in the technology industries, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel.

Off Balance Sheet Arrangements

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

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the six months ended June 30, 2014 and 2013, respectively.

Subsequent Events

The Company evaluated for subsequent events through the issuance date of the Company’s financial statements. 

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2014-05, 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.

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NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENTS (Details Narrative)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Notes to Financial Statements
Stock options granted to President and CEO of the Company	450,000	7.5
warrants granted to the investors		4,535,714

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NOTE 5 - NOTES PAYABLE (Details Narrative) (USD $)	6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Debt Disclosure [Abstract]
Senior secured convertible notes	$ 2,400,000
Aggregated note with Series A and B common stock	1,950,000
Aggregated note with Series C common stock	450,000
Annual interest on all notes	0.14
Promissory notes	100,000		225,000
Promissory note in lieu of payment to consultant of the Company	1,000		50,000
Promissory note - annual interest			60.00%
Net proceeds from settlements			2,000,000
Holder of promissory note shall receive payment of			$ 500,000
Holder shall receive a preferred return			20.00%

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NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENTS

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

NOTE – 2 RESTATEMENT OF FINANCIAL STATEMENTS

NOTE – 2 RESTATEMENT OF FINANCIAL STATEMENTS

The Company identified errors related to understatement of option expense for the year ended December 31, 2012. The facts underlying the Company’s original conclusion is that 7.5 million stock options granted to President and CEO of the Company, Thom Kidrin, were only 18 month options and were expiring on March 31, 2014. Such 7.5 million stock options were additionally extended for 2 years with new expiration date on March 31, 2016. In fact they were five (5) year options expiring in September 2017 and no extension was granted. Accordingly, all the financial statements for the year ended December 31, 2012 and for the six months ended June 30, 2014 are restated.

In addition, the Company identified errors related to understatement of derivative liabilities as of June 30, 2014, and loss on change in the fair value of the derivative liability for the three and six months ended June 30, 2014. The facts underlying the Company’s original conclusion is that there were no derivative liabilities incurred when 4,535,714 warrants were granted to the investors in connection with the strategic financing agreements entered into in March of 2013. In fact such warrants’ ratchet features triggered derivative liabilities of the Company.

The following table sets forth all the accounts in the original amounts and restated amounts, respectively.

As of June 30, 2014

	Original			Adjustment			Restated
Derivative liability	$	75,722		$	761,767		$	837,489
Additional paid in capital	$	32,220,773		$	(911,177	)	$	31,309,596
Accumulated deficit	$	(36,243,863	)	$	149,410		$	(36,094,453	)

For the six months ended June 30, 2014

	Original			Adjustment			Restated
Option expenses	$	1,186,310		$	(1,119,859	)	$	66,451
Gain (loss) on change in fair value of derivative liability	$	(158,204	)	$	3,463		$	(161,667	)
Net (loss)		(1,984,965	)		1,116,396			(868,569	)
Weighted average loss per share	$	(0.02	)	$	0.01		$	(0.01	)

For the three months ended June 30, 2014

	Original			Adjustment			Restated
Gain (loss) on change in fair value of derivative liability	$	(87,031	)	$	(173,170	)	$	(260,201	)
Net (loss)		(305,454	)		(173,170	)		(478,624	)
Weighted average loss per share		**		$	(0.01	)	$	(0.01	)

Statement of Equity as of January 1, 2014

	Original			Adjustment			Restated
Additional paid in capital	$	30,078,730		$	208,682		$	30,287,412
Accumulated deficit	$	(34,258,898	)	$	(966,986	)	$	(35,225,884	)

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Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Unaudited
Common Stock, par value	$ 0.001
Common Stock, shares authorized	100,000,000
Common Stock, shares issued	96,554,322
Common Stock, shares outstanding	96,554,322
Audited
Common Stock, par value		$ 0.001
Common Stock, shares authorized		100,000,000
Common Stock, shares issued		93,209,823
Common Stock, shares outstanding		93,209,823

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NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENTS (Tables)

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Original amounts and restated amounts

As of June 30, 2014

	Original			Adjustment			Restated
Derivative liability	$	75,722		$	761,767		$	837,489
Additional paid in capital	$	32,220,773		$	(911,177	)	$	31,309,596
Accumulated deficit	$	(36,243,863	)	$	149,410		$	(36,094,453	)

For the six months ended June 30, 2014

	Original			Adjustment			Restated
Option expenses	$	1,186,310		$	(1,119,859	)	$	66,451
Gain (loss) on change in fair value of derivative liability	$	(158,204	)	$	3,463		$	(161,667	)
Net (loss)		(1,984,965	)		1,116,396			(868,569	)
Weighted average loss per share	$	(0.02	)	$	0.01		$	(0.01	)

For the three months ended June 30, 2014

	Original			Adjustment			Restated
Gain (loss) on change in fair value of derivative liability	$	(87,031	)	$	(173,170	)	$	(260,201	)
Net (loss)		(305,454	)		(173,170	)		(478,624	)
Weighted average loss per share		**		$	(0.01	)	$	(0.01	)

Statement of Equity as of January 1, 2014

	Original			Adjustment			Restated
Additional paid in capital	$	30,078,730		$	208,682		$	30,287,412
Accumulated deficit	$	(34,258,898	)	$	(966,986	)	$	(35,225,884	)

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Document and Entity Information

6 Months Ended

Jun. 30, 2014

Jul. 22, 2014

Document And Entity Information

Entity Registrant Name

Worlds Inc.

Entity Central Index Key

0000001961

Document Type

10-Q

Document Period End Date

Jun. 30, 2014

Amendment Flag

true

Amendment description

EXPLANATORY NOTE

This Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Amended Report”) is being filed with the Securities and Exchange Commission to amend the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014 (the “Original 10-Q”) of WORLDS, INC. solely to correct the disclosure with respect to certain employee stock options and investor warrants.  No other changes are being made and this Amended Report still speaks only as of the date it was initially filed.

This Amended Report includes currently-dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

Current Fiscal Year End Date

--12-31

Is Entity a Well-known Seasoned Issuer?

No

Is Entity a Voluntary Filer?

No

Is Entity's Reporting Status Current?

Yes

Entity Filer Category

Smaller Reporting Company

Entity Common Stock, Shares Outstanding

96,554,322

Document Fiscal Period Focus

Q2

Document Fiscal Year Focus

2014

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NOTE 5 - NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Notes payable

Notes payable at June 30, 2014 consist of the following:
Unsecured note payable to a shareholder bearing 8% interest.
Entire balance of principal and unpaid interest due on demand	$	124,230
Unsecured note payable to a shareholder bearing 10% interest
Entire balance of principal and unpaid interest due on demand	$	649,049
Total current	$	773,279
2014	$	773,279
2015	$	325,000
2016	$	-0-
2017	$	-0-
2018	$	-0-
	$	1,098,279

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Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenues
Revenue
Total Revenue
Cost of Revenue
Gross Profit/(Loss)
Option Expense			1,186,310
Common Stock issued for services rendered	39,300	170,253	75,908	232,516
Selling, General & Admin.	71,385	116,145	160,920	365,081
Salaries and related taxes	55,625	65,212	104,663	112,238
Operating (loss)	(166,310)	(351,610)	(1,527,802)	(709,835)
Other Income Expense
Gain on change in fair value of derivative liability	(87,031)	396,151	(158,204)	450,530
Interest Expense	(52,113)	(284,385)	(298,959)	(311,903)
Interest Income		1,430		1,430
Net (Loss)	$ (305,454)	$ 238,414	$ (1,984,965)	$ (569,779)
Weighted Average (Loss) per share			$ (0.02)	$ (0.01)
Weighted Average Common Shares Outstanding	95,475,237	83,839,228	94,767,763	82,841,277

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NOTE 7 - COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

NOTE 7 - COMMITMENTS AND CONTINGENCIES

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company is committed to an employment agreement with its President and CEO, Thom Kidrin. The agreement, dated as of August 30, 2012, is for five years with a one-year renewal option held by Mr. Kidrin.  The agreement provides for a base salary of $175,000, 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 7.5 million shares of Worlds Inc. common stock at an exercise price of  $0.070 per share, all of which vested on October 1, 2012; 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. 

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NOTE 6 - STOCK OPTIONS

6 Months Ended

Jun. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

NOTE 6 - STOCK OPTIONS

NOTE 6 – STOCK OPTIONS

During the six months ended June 30, 2014, the Company issued 450,000 options to the Company’s directors. The directors, Bernard Stolar, Robert Fireman and Edward Gildea each received 100,000 options for serving as board members in 2014. Edward Gildea joined the board on January 10, 2014 and received an additional 150,000 options for joining the Company’s board.

No stock options or warrants were exercised during the six months ended June 30, 2014.

During the six months ended June 30, 2013, the Company issued 4,535,714 warrants as part of the offering of the senior secured convertible notes. Such warrants triggered derivative liabilities of the Company due to their ratchet features (see Note 11 below). During the six months ended June 30, 2013, 800,000 warrants were exercised for cash proceeds of $120,000. During the six months ended June 30, 2013, 100,000 stock options were exercised for cash proceeds of $11,000. During the six months ended June 30, 2013, 900,000 stock options were exercised through a cashless exercise of options resulting in the issuance of 639,606 shares of common stock.

During the six months ended June 30, 2014, the Company recorded an option expense of $66,451, equal to the estimated fair value of the options at the date of grants. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 1.73% risk-free interest, 0% dividend yield, 294% volatility, and expected life of 5 years.

Stock Warrants and Options
Stock warrants/options outstanding and exercisable on June 30, 2014 are as follows:
Exercise Price per Share		Shares Under Option/warrant		Remaining Life in Years
	Outstanding
$	1.00		4,535,714		3.71
$	0.19		200,000		3.50
$	0.155		200,000		4.50
$	0.15		737,500		0.50
$	0.14		250,000		4.72
$	0.115		300,000		3.33
$	0.11		150,000		0.80
$	0.070		7,500,000		3.25
$
	Exercisable
$	1.00		4,535,714		3.71
$	0.19		200,000		3.50
$	0.15		737,500		0.50
$	0.115		300,000		3.33
$	0.11		150,000		0.80
$	0.070		7,500,000		3.25

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NOTE 4 - PRIVATE PLACEMENT OF EQUITY (Details Narrative) (USD $)	6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2012
Notes to Financial Statements
Issued shares from convertible notes	2,830,973
Convertible notes amount	$ 374,375
Aggregated shares of common stock issued for services rendered	450,000	1,525,000
Aggregated value of common stock issued for services	63,300	494,950
Stock issued for services	12,609
Shares issued to officer	63,526
Accrued expense	9,625
Common shares sold		875,000
Cash investment		87,500	150,000
Subscription receivable			10,000
Exercise of warrants		800,000
Company raised money		120,000
Price per share		$ 0.15
Stock options exercised		100,000
Cash proceeds		11,000
Price per share		$ 0.11
Deferred compensation		$ 274,934
Shares issued for cash investment		1,500,000

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NOTE 6 - STOCK OPTIONS (Tables)

6 Months Ended

Jun. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock option table

Stock Warrants and Options
Stock warrants/options outstanding and exercisable on June 30, 2014 are as follows:
Exercise Price per Share		Shares Under Option/warrant		Remaining Life in Years
	Outstanding
$	1.00		4,535,714		3.71
$	0.19		200,000		3.50
$	0.155		200,000		4.50
$	0.15		737,500		0.50
$	0.14		250,000		4.72
$	0.115		300,000		3.33
$	0.11		150,000		0.80
$	0.070		7,500,000		3.25
$
	Exercisable
$	1.00		4,535,714		3.71
$	0.19		200,000		3.50
$	0.15		737,500		0.50
$	0.115		300,000		3.33
$	0.11		150,000		0.80
$	0.070		7,500,000		3.25

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NOTE 10 - DERIVATIVE LIABILITIES

6 Months Ended

Jun. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

NOTE 10 - DERIVATIVE LIABILITIES

NOTE 10 – DERIVATIVE LIABILITIES

1) Derivative liabilities due to variable conversion ratio

On March 20, 2013 the Company entered into strategic financing agreements with several institutional investors that could provide the Company with up to $2.3 million of debt financing based upon the amount of conversions and redemptions. The transaction documents provide, among other things, that (i) the investors will receive five year warrants in an amount equal to 100% of the number of shares of our common stock the investors would receive if the Notes (defined below) were converted on March 13, 2013, at an exercise price of $0.50 per share, (ii) $1.950 million of the funds will deposited in one of our bank accounts but will be subject to a control account agreement which will provide that the Company can only withdraw funds from the account as the investors convert or redeem the Notes, (iii) the investors have demand and piggy-back registration rights for the shares of common stock underlying the warrants and Notes, (iv) the Notes will be secured by a first priority security interest in all of our assets, other than our patents, (v) each investor may not convert any Note or exercise any warrants if doing so will cause the investor to own more than 4.99% of our outstanding common stock at any time, although under certain circumstances they can each own up to 9.99% of our outstanding common stock, (vi) we paid $40,000 of the investors’ legal fees incurred with respect to this transaction, and (vii) for the next three years the investors have a right to participate in up to 50% of any of our future financings. The warrants and Notes contain standard anti-dilution provisions and the Securities Purchase Agreements contains standard covenants for a financing of this nature. In the event the Company acquires any subsidiaries while the Notes are outstanding, such subsidiaries will be obligated to guaranty the Notes and any other obligations we owe to the investors pursuant to the transaction documents.

On July 15, 2013 we entered into Amendment and Exchange Agreements with each of the existing holders of our Series A, B and C Senior Secured Convertible Notes and related warrants to purchase our common stock, which securities were originally issued pursuant to that certain Securities Purchase Agreement dated as of March 14, 2013 (“Securities Purchase Agreement”), by and among us and such holders.

Each Exchange Agreement provides for, among other things, that:

(i)	Various restrictive provisions of the Securities Purchase Agreement and the Class C Senior Secured Convertible Notes were either eliminated by amendment or waived;
(ii)	the related warrants, initially exercisable into an aggregate of 4,535,714 shares of Common Stock at an initial exercise price of $0.50, were exchanged for new warrants, initially exercisable into an aggregate of 4,535,714 shares of Common Stock at an initial exercise price of $1.00; and
(iii)	the Series A and B Senior Secured Convertible Notes, with an aggregate original principal amount of $1,950,000, were exchanged for an aggregate of 7 million shares of our common stock and the payment by the Company to such holders of an aggregate of approximately $1,951,400 (the remaining cash amount held in a control account pursuant to the terms and conditions of the Series A and B Senior Secured Convertible Notes)

The Company has determined that the conversion feature of the Note represent an embedded derivative since the Note is convertible into a variable number of shares upon conversion. Accordingly, the Note is not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount recorded as a discount to the Note. Such discount will be accreted from the grant date to the maturity date of the Note. The change in the fair value of the derivative liability will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liability on the balance sheet. The beneficial conversion feature included in the Note resulted in an initial debt discount of $450,000 and an initial loss on the valuation of derivative liabilities of $171,658 based on the initial fair value of the derivative liability of $621,658. The fair value of the embedded derivative liability was calculated at grant date utilizing the following assumptions:

Grant Date	Fair Value		Term (Years)		Assumed Conversion Price		Market Price on Grant Date		Volatility Percentage			Risk-free Rate
3/20/13	$	621,658		3.0	$	0.326	$	0.465		238	%		0.0038

During the six months ended June 30, 2014, $374,375 of the convertible notes was converted into 2,830,973 shares of the Company’s common stock. $75,188 in convertible notes remain.

At June 30, 2014, the Company revalued the embedded derivative liability. For the period from December 31, 2013 to June 30, 2014, the Company decreased the derivative liability of $514,883 by $439,161 resulting in a derivative liability of $75,722 at June 30, 2014.

The fair value of the embedded derivative liability was calculated at June 30, 2014 utilizing the following assumptions: 

Date		Fair Value		Term (Years)		Assumed Conversion Price		Market Price		Volatility Percentage			Risk-free Rate
	12/31/13	$	514,883		2.22	$	0.126	$	0.15		275	%		0.0078
	6/30/14	$	75,722		1.72	$	0.16	$	0.21		170	%		0.0049

1) Derivative liabilities due to ratchet features of the warrants

On March 20, 2013, the Company issued 4,535,714 warrants (the “Warrants”) as part of the senior secured convertible notes. Pursuant to the warrants agreements, if and whenever on or after the grant date of the Warrants, the Company issued or sold, or in accordance with the warrants agreements is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price of the Warrants in effect immediately prior to such issue or sale or deemed issuance or sale (“Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price.

The Company has determined that the ratchet features of the Warrants represent an embedded derivative since the Warrants are exercisable into a variable number of shares upon exercise. Accordingly, the Warrants are not considered to be conventional warrants under EITF 00-19 and the embedded ratchet feature must be accounted for as a derivative liability. Accordingly, the fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount recorded as derivative expenses. The change in the fair value of the derivative liability will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liability on the balance sheet. The ratchet feature included in the Warrants resulted in an initial derivative expenses of $2,092,336 on the grant date based on the initial fair value of the derivative liability. The fair value of the embedded derivative liability was calculated at grant date utilizing the following assumptions:

Grant Date	Fair Value	Term (Years)	Exercise Price	Market Price on Grant Date	Volatility Percentage	Risk-free Rate
3/20/13	$2,092,336	5.0	$0.50	$0.465	238%	0.0038

At June 30, 2014, the Company revalued the embedded derivative liability, based on the new exercise price of $1.00 per share pursuant to the Amendment and Exchange Agreements entered into on July 15, 2013. For the period from December 31, 2013 to June 30, 2014, the Company increased the derivative liability of $672,717 by $89,050, resulting in a derivative liability of $761,767 at June 30, 2014.

The fair value of the embedded derivative liability was calculated at December 31, 2013 and June 30, 2014 utilizing the following assumptions:

Date	Fair Value	Term (Years)	Exercise Price	Volatility Percentage	Risk-free Rate
12/31/13	$672,717	4.22	$1.00	275%	0.0175
6/30/14	$761,767	3.72	$1.00	170%	0.0162

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NOTE 8 - RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2014

Related Party Transactions [Abstract]

NOTE 8 - RELATED PARTY TRANSACTIONS

NOTE 8 - RELATED PARTY TRANSACTIONS

On May 16, 2011, the Company transferred, through a spin-off to its then wholly owned subsidiary, Worlds Online Inc., the majority of its operations and related operational assets. The Company retained its patent portfolio which it intends to continue to increase and to more aggressively enforce against alleged infringers. The Company also entered into a License Agreement with Worlds Online Inc. to sublicense its patented technologies.

Due from related party is comprised of cash payments made by Worlds Inc. on behalf of Worlds Online Inc. for shared operating expenses. The balance due at June 30, 2014 is $200,199.

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NOTE 9 - PATENTS

6 Months Ended

Jun. 30, 2014

Text Block [Abstract]

NOTE 9 - PATENTS

NOTE 9 - PATENTS

Worlds Inc. currently has nine patents, 6,219,045 - 7,181,690 - 7,493,558 – 7,945,856, - 8,082,501, – 8,145,998 – 8,161,383, – 8,407,592 and 8,640,028. On March 30, 2012, the Company filed a patent infringement lawsuit against Activision Bizzard Inc., Blizzard Entertainment Inc. and Activision Publishing Inc. in the United States District Court for the District of Massachusetts. Susman Godfrey LLP is lead counsel for the Company. The costs to prosecute those parties that the Company and our legal counsel believe to be infringing on said patents were capitalized under patents until a resolution is reached.

A Federal District Court issued a ruling on March 13, 2014 on the Motion for Summary Judgment hearing that allows the company to proceed with its patent infringement suit against Activision Blizzard, Inc., Blizzard Entertainment, Inc. and Activision Publishing, Inc.'s (Activision). The MSJ hearing held October 17, 2013 addressed Activision's dispute of Worlds Inc.'s November 1995 patent priority date. The court did not dismiss the case as requested by Activision. The Court’s ruling does prevent the company from pursuing damages for the period prior to the U.S. Patent and Trademark Office's (USPTO) issuance of Certificates of Correction on September 24, 2013 that amended the Company’s 6,219,045 and 7,181,790 patents to include comprehensive priority information, which specifically references Worlds November 1995 provisional patent application and confirms Worlds 1995 priority date.

There can be no assurance that the Company will be successful in its ability to prosecute its IP portfolio or that we will be able to acquire additional patents.

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NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF ACCTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Description of Business

Description of Business

On May 16, 2011, the Company transferred, through a spin-off to its then wholly owned subsidiary, Worlds Online Inc., the majority of its operations and related operational assets. The Company retained its patent portfolio which it intends to continue to increase and to more aggressively enforce against alleged infringers. The Company also entered into a License Agreement with Worlds Online Inc. to sublicense its patented technologies.

Basis of Presentation

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"), which contemplates continuation of the Company as a going concern. The Company has always been considered a developmental stage business, 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. These factors raise substantial doubt about the Company's ability to continue as a going concern. For the past year the Company has been operating at a significantly reduced capacity, with only one full time employee, performing primarily consulting services and licensing software and using consultants to perform any additional work that may be required.

Use of Estimates

Use of Estimates

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

Cash and Cash Equivalents

Cash and Cash Equivalents

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

Due from Related Party

Due from Related Party

Due from related party is comprised of cash payments made by Worlds Inc. on behalf of Worlds Online Inc. for shared operating expenses.

Revenue Recognition

Revenue Recognition

Effective for the second quarter of 2011, the Company spun off its online businesses to Worlds Online Inc. The Company’s sources of revenue after the spin off will be from sublicenses of the patented technology by Worlds Online and any revenue that may be generated from enforcing its patents. Prior to the spin-off, the Company had the following sources of revenue: (1) consulting/licensing revenue from the performance of development work performed on behalf of the Company, licensing revenue or from the sale of certain software to third parties; and (2) VIP subscriptions to our Worlds Ultimate 3-D Chat service. The Company recognizes revenue when all of the following criteria are met: evidence of an arrangement exists such as a signed contract, delivery has occurred, the price is fixed or determinable, and collectibility is reasonable assured. This will usually be in the form of a receipt of a customer’s acceptance indicating the product has been completed to their satisfaction except for development work and service revenue which is recognized when the services have been performed. Deferred revenue represents cash payments received in advance to be recorded as revenue when earned. The corresponding cost associated with those contracts is also deferred as deferred costs until the revenue is ultimately recognized.

Research and Development Costs

Research and Development Costs

Research and development costs are charged to operations as incurred.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided on a straight line basis over the estimated useful lives of the assets ranging from three to five years. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income. Maintenance and repairs are charged to expense in the period incurred.

Impairment of Long Lived Assets

Impairment of Long Lived Assets

The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the 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 the six months ended June 30, 2014.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB 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- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Income Taxes

Income Taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB 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

Notes Payable

The Company has $773,279 in short term notes outstanding at June 30, 2014 and December 31, 2013. The company has $325,000 and $225,000 in notes outstanding at June 30, 2014 and December 31, 2013, respectively.

Comprehensive Income (Loss)

Comprehensive Income (Loss)

The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB 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

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 June 30, 2014, there were 8,600,000 options and 5,273,214 warrants whose effect is anti-dilutive and not included in diluted net loss per share for the three and six months ended June 30, 2014.. The options and warrants may dilute future earnings per share.

Commitments and Contingencies

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB 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 June 30, 2014, and December 31, 2013 the Company recorded a reserve of $205,000 for this lawsuit, which is included in accrued expenses in the accompanying balance sheets.

Risk and Uncertainties

Risk and Uncertainties

The Company is subject to risks common to companies in the technology industries, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel.

Off Balance Sheet Arrangements

Off Balance Sheet Arrangements

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

Uncertain Tax Positions

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the six months ended June 30, 2014 and 2013, respectively.

Subsequent Events

Subsequent Events

The Company evaluated for subsequent events through the issuance date of the Company’s financial statements.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2014-05, 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.

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NOTE 10 - DERIVATIVE LIABILITIES - Fair value of the derivative liabilites (Details) (USD $)	Jun. 30, 2014	Mar. 20, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Fair Value	$ 75,722
Term (Years)	1.72	3.0
Assumed Conversion Price	0.16
Market price	0.21
Volatility Percentage	17000.00%
Risk-free Rate	0.49%

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NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF ACCTING POLICIES (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Short term notes outstanding	$ 773,279
Notes outstanding	325,000	225,000
Options shares	8,600,000
Warrants	5,273,214
Reserve	$ 205,000	$ 205,000

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NOTE 7 - COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $)	Oct. 01, 2012 shareholders	Aug. 30, 2012
Term of employment agreement	5
Officer compensation	$ 175,000
Yearly increase	10.00%
Car allowance	500
Annual bonus	0.025
Additional bonus	75,000
Pre-tax income range	1.50
Pre-tax income range	2.00
Llife insurance premium	10,000
Option to purchase stock	7,500,000
Exercise price per share	$ 0.070
Death benefit	2,000,000
Payment of base amount	2.99
Restrictive convenants time	12
Additional bonus 1
Additional bonus		100,000
Pre-tax income range		2.01
Pre-tax income range		2.50
Additional bonus 2
Annual bonus		0.05
Additional bonus		$ 200,000
Pre-tax income		2.51

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Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Cash flows from operating activities:
Net (loss)	$ (1,984,965)	$ (569,779)
Adjustments to reconcile net (loss) to net cash (used in) operating activities
Fair value of stock options issued	1,186,310
Common stock issued for services rendered	75,908	232,516
Amortization of discount to note payable	289,345	221,370
Derivative expense		512,637
Changes in fair value of derivative liabilities	158,204	(963,137)
Promissory note payable	1,000		50,000
Accounts payable and accrued expenses	117,407	23,525
Due from related party	95,713	(122,341)
Net cash (used in) operating activities:	(61,078)	(665,239)
Proceeds from issuance of common stock		97,500
Proceeds from exercise of warrants		131,000
Proceeds from issuance of convertible note payable		2,400,000
Proceeds from issuance of note payable	100,000
Net cash provided by financing activities	100,000	2,628,500
Net increase/(decrease) in cash and cash equivalents	38,922	1,963,261
Cash and cash equivalents, beginning of year	22,132	95,069	95,069
Cash and cash equivalents, end of year	61,054	2,058,330	22,132
Interest
Income taxes

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NOTE 5 - NOTES PAYABLE

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

NOTE 5 - NOTES PAYABLE

NOTE 5 - NOTES PAYABLE

We issued an aggregate of $2.4 million face amount of Senior Secured Convertible Notes (the “Notes”). The Notes are divided into Series A, Series B and Series C with the Series A and B Notes aggregating to $1.95 million and the Series C Notes aggregating to $450,000. The Series A and Series B Notes were exchanged by the return of the face amount of the Notes and for 7 million shares of common stock of the Company. The remaining Series C Note carries a 14% annual interest rate upon default and is payable on March 13, 2016. The Company has determined that the conversion feature of the Notes represent an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. The Notes are classified as a derivative liability and not a note payable, see Note 10 below.

Notes payable at June 30, 2014 consist of the following:
Unsecured note payable to a shareholder bearing 8% interest.
Entire balance of principal and unpaid interest due on demand	$	124,230
Unsecured note payable to a shareholder bearing 10% interest
Entire balance of principal and unpaid interest due on demand	$	649,049
Total current	$	773,279
2014	$	773,279
2015	$	325,000
2016	$	-0-
2017	$	-0-
2018	$	-0-
	$	1,098,279

We issued promissory notes in the amount of $100,000 during the six months ended June 30, 2014. We had issued promissory notes in the amount of $225,000 during the year ended December 31, 2013. One of the Promissory Notes in the amount $50,000 was in lieu of payment of cash for an outstanding balance due to a consultant of the Company. The promissory notes carry a 6% annual interest rate and are payable upon the earlier of (a) 24 months from the date of the promissory note or (b) the Company reaching a settlement(s) on a patent infringement claim(s) and receiving an aggregate of at least $2 million net proceeds from such settlement(s). 

The holders of the promissory notes shall receive repayment in the full face amount of the note from the initial $500,000 the Company actually receives from the net proceeds of its patent infringement claim(s) or from the net proceeds of a public offering. In addition the holder shall receive a preferred return (i) in an amount equal to up to 200% of the initial face amount of the note out of available cash by sharing with all other investors in this series of notes in the allocation of 50% of the available cash received by the Company form $2M - $4M and (ii) in an amount equal to up to 100% of the initial face amount of the note out of available cash by sharing with all other investors in this series of notes in the allocation of 25% of the available cash received by the Company from $4M - $6M. In other words, if the Company collects $6M in the net proceeds of available cash, the holder will receive a return equal to 400% of its investment. 

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NOTE 8 - RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	Jun. 30, 2014
Related Party Transactions [Abstract]
Shared operating expenses due from related parties	$ 20,199

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NOTE 10 - DERIVATIVE LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair value of the embedded derivative liability grant date

Grant Date	Fair Value		Term (Years)		Assumed Conversion Price		Market Price on Grant Date		Volatility Percentage			Risk-free Rate
3/20/13	$	621,658		3.0	$	0.326	$	0.465		238	%		0.0038

Grant Date	Fair Value	Term (Years)	Exercise Price	Market Price on Grant Date	Volatility Percentage	Risk-free Rate
3/20/13	$2,092,336	5.0	$0.50	$0.465	238%	0.0038

Fair value of the derivative liabilites

Date		Fair Value		Term (Years)		Assumed Conversion Price		Market Price		Volatility Percentage			Risk-free Rate
	12/31/13	$	514,883		2.22	$	0.126	$	0.15		275	%		0.0078
	6/30/14	$	75,722		1.72	$	0.16	$	0.21		170	%		0.0049

Date	Fair Value	Term (Years)	Exercise Price	Volatility Percentage	Risk-free Rate
12/31/13	$672,717	4.22	$1.00	275%	0.0175
6/30/14	$761,767	3.72	$1.00	170%	0.0162