false 2023 FY --12-31 0000001961

 P3Y

 2023-06-30

 2024-04-12

 us-gaap: AntidilutiveSecuritiesNameDomain

 2002-04-01

 2022-03-18

 srt: DirectorMember

 srt: OfficerMember

 2023-09-30

 srt: OfficerMember

 srt: OfficerMember

 2022-01-03

 srt: DirectorMember

 2022-02-16

 srt: DirectorMember

 WDDD:Outstanding1Member

 WDDD:Outstanding2Member

 WDDD:Outstanding3Member

 WDDD:Outstanding4Member

 WDDD:Exercisable1Member

 WDDD:Exercisable2Member

 WDDD:Exercisable3Member

 WDDD:Exercisable4Member

 us-gaap: AccountingStandardsUpdate201710Member

 2019-08-28

 WDDD:Additionalbonus1Member

 2019-08-28

 WDDD:Additionalbonus2Member

 2019-08-28

 2019-08-28
 2023-08-28

 2020-08-28

 2021-08-28

 2023-12-01

 2023-04-01
 2023-04-30

 2023-11-01
 2023-11-30

 2023-11-30

 srt: OfficerMember

 2011-01-01

 2001-04-01

 utr: Y

 WDDD:Interger

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 Form 10-K

 (Mark One)

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

 For the fiscal year ended December 31, 2023

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

 For the transition period from to

 Commission File Number: 000-24115

 WORLDS INC.

 (Exact Name of Registrant as Specified in Its Charter)

 Delaware

 22-1848316

 (State or Other Jurisdiction of Incorporation or Organization)

 (I.R.S. Employer Identification No.)

 11 Royal Road, Brookline, MA 02445

 (Address of Principal Executive Offices)

 (617) 725-8900

 (Registrant's Telephone Number, Including
Area Code)

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

 Title of Each Class

 Name Of Each Exchange

 On Which Registered

 None

 Not Applicable

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

 Common Stock, $.001 par value

 (Title of Class)

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

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

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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

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

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

 Large Accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

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

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

 The aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid
and asked closing price of such common equity, as of June 30, 2023 (closing price was $0.03) was approximately $ 1,713,375.

 As of April 12, 2024, 57,112,506 shares
of the Issuer's Common Stock were outstanding.

 Page #

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 N/A

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 Reserved

 N/A

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A

 Quantitative and Qualitative Disclosures About Market Risk

 N/A

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accountant Fees and Services

 Item 15

 Exhibits and Financial Statements Schedules

 CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

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

 ITEM 1. BUSINESS.

 General

 On May 16, 2011, we transferred, through a spin-off
to our then wholly owned subsidiary, Worlds Online Inc. (currently named MariMed Inc.), the majority of our operations and related operational
assets. On January 18, 2022 we entered into an asset purchase agreement with Thom Kidrin, our CEO, for the IP that was transferred over
to MariMed Inc. Mr. Kidrin received the IP through a settlement agreement that he reached with MariMed Inc. The assets purchased include: Worlds'
technology platform, Worlds Ultimate Chat, Aerosmith World, DMC Worlds, Cinema Virtual, Pearson contracts and related
revenue, URLs: Worlds.com, Cybersexworld.com, Hang.com, and Worldsfunds.com, a digital inventory
of over 10,000 3D objects, animation sequences, an extensive avatar library, texture maps and virtual world architectures.

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

 As of December 31, 2023, we own 349,697 shares of
MariMed Inc. common stock.

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

 Recent developments

 The Company has sold a URL during the year and continues
to seek out business partners that can help us leverage our IP.

 Our Technology

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

 •

 a virtual meeting place (such as a fan club);

 •

 a 3D e-commerce store (where merchandise can be viewed in 3D and purchased online); and

 •

 a virtual classroom (where content can be viewed via video streaming and then discussed in real time).

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

 Our core technology includes:

 •

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

 •

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

 •

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

 •

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

 •

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

 Our Strategy

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

 Competition

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

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

 Intellectual Property

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

 Employees

 As of December 31, 2023, we had one employee,
our president and chief executive officer, Thomas Kidrin.

 Corporate History

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

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

 ITEM 1A. RISK FACTORS

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

 Risks related to our operations

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

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

 We are dependent upon the success of monetizing
our IP assets

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

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

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

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

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

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

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

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

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

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

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

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

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

 Risks related to our common stock

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

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

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

 Our chief executive officer owns a significant portion
of the outstanding shares of our common stock and Mr. Kidrin may be issued an additional 20 million post reverse split shares of our common
stock upon the exercise of outstanding stock options. Accordingly, in the event he receives and then exercises such options, he will be
able to influence the election of our directors and thereby influence or direct our policies.

 No dividends have been
paid on our common stock.

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

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

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

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

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

 As of December 31, 2022, there are outstanding options
to purchase an aggregate of 22,400,000 shares of our common stock and more options and warrants will likely be granted in the future
to our officers, directors, employees and consultants. Also, on such date there are outstanding warrants to purchase an aggregate of
3,400,000 shares of our common stock. The exercise of outstanding stock options and warrants will dilute the percentage ownership of
our other shareholders. Sales, or the expectation of sales, of a substantial number of shares of our common stock in the public market,
including shares of our common stock issuable upon exercise of our stock options, could adversely affect the prevailing market price
of our common stock.

 ITEM 1C. CYBERSECURITY.

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

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

 ITEM 2. DESCRIPTION OF PROPERTIES.

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

 ITEM 3. LEGAL PROCEEDINGS.

 None

 ITEM 4. MINE SAFETY DISCLOSURES.

 N/A

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

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

 Year Ended December 31, 2023:

 High

 Low

 First quarter

 $

 0.015

 $

 0.006

 Second quarter

 $

 0.009

 $

 0.005

 Third quarter

 $

 0.014

 $

 0.005

 Fourth quarter

 $

 0.009

 $

 0.004

 Year Ended December 31, 2022:

 High

 Low

 First quarter

 $

 0.09

 $

 0.01

 Second quarter

 $

 0.06

 $

 0.03

 Third quarter

 $

 0.04

 $

 0.01

 Fourth quarter

 $

 0.01

 $

 0.01

 Holders

 As of December 31, 2023, we had approximately 606
shareholders of record of our common stock and an unknown, but assumed to be significant, number of additional holders in "street
name".

 Dividends

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

 Recent Sales of Unregistered Securities

 During the years ended December 31, 2023 and 2022
we did not raise any funds through the sale of equity securities.

 Company Equity Compensation Plans

 The following table sets forth information as of December
31, 2023 with respect to compensation plans (including individual compensation arrangements) under which equity securities of the
Company are authorized for issuance.

 Plan Category

 Number of securities to be

issued upon exercise of

outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance under equity compensation plans

 Equity compensation plans approved by stockholders

 16,600,000

 $

 0.07

 8,400,000

 Equity compensation plans not approved by stockholders

 --

 $

 --

 —

 Total

 16,600,000

 $

 0.23

 8,400,000

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

 Forward Looking Statements

 When used in this Form 10-K and in future filings
by the Company with the Commission, The words or phrases such as "anticipate," "believe," "could," "would,"
"should," "estimate," "expect," "intend," "may," "plan," "predict,"
"project," "will" or similar expressions are intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such
forward looking statements, each of which speak only as of the date made. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The
Company has no obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect
anticipated or unanticipated events or circumstances occurring after the date of such statements.

 These forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause actual results to be materially different. These factors include, but are
not limited to, changes that may occur to general economic and business conditions; changes in current pricing levels that we can charge
for our services or which we pay to our suppliers and business partners; changes in political, social and economic conditions in the jurisdictions
in which we operate; changes to regulations that pertain to our operations; changes in technology that render our technology relatively
inferior, obsolete or more expensive compared to others; foreign currency fluctuations; changes in the business prospects of our business
partners and customers; increased competition, including from our business partners; delays in the delivery of broadband capacity to the
homes and offices of persons who use our services; general disruptions to Internet service; and the loss of customer faith in the Internet
as a means of commerce.

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

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

 Overview

 General

 On May 16, 2011, we transferred, through a spin-off
to our then wholly owned subsidiary, Worlds Online Inc. (currently named MariMed Inc.), the majority of our operations and related operational
assets. We retained our patent portfolio. We also entered into a License Agreement with MariMed Inc. to sublicense patented technologies,
which agreement has since expired.

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

 Revenues

 We generated no operating revenue during the
year because we transferred the operations of the Company to MariMed Inc. and our other anticipated revenue generation streams did not
produce any income during the year. We sold a URL during the year which generated income.

 Expenses

 We classify our expenses into two broad groups:

 •

 cost of revenues; and

 •

 selling, general and administration.

 Liquidity and Capital Resources

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

 Although we have been able to generate funds through
our sale of shares of MariMed Inc., we continue to pursue additional sources of capital though we have no current arrangements with respect
to, or sources of, additional financing at this time and there can be no assurance that any such financing will become available. If we
cannot raise additional capital, form an alliance of some nature with another entity, raise more funds through the sale of shares of MariMed
Inc., or start to generate sufficient revenues, we may be unable to purchase additional patents or otherwise expand operations through
acquisition or otherwise.

 RESULTS OF OPERATIONS

 Year ended December 31, 2023 compared to year ended
December 31, 2022

 Revenue was $0 for the years ended December 31, 2023
and 2022. Since the termination of our patent infringement
lawsuits, the Company's sources of revenue are anticipated to be from monetizing our collection of non-fungible tokens from our
legacy celebrity virtual reality worlds. We still need to raise a sufficient amount of capital to provide the resources required
that would enable us to expand our business.

 Selling general and administrative (S, G & A) expenses
decreased by $1,196,229 from $1,297,680 to $101,451 for the year ended December 31, 2023. The Company recorded option expense
of $821,995 in the year ended December 31, 2022 and $0 for 2023. The balance of the decrease is for legal costs related to the patent
infringement litigation cases.

 Salaries and related expenses increased by
$9,571 to $215,584 from $206,013 for the year ended December 31, 2023. Salaries and related expenses are based on the terms of the
CEO's employment agreement.

 For the year ended December 31, 2023, the Company
had interest expense of $77,625. For the year ended December 31, 2022, the Company had interest expense of $75,883.

 For the year ended December 31, 2023, the Company
had a gain on sale of marketable securities of $76,839. For the year ended December 31, 2022, the Company had a gain on sale of marketable
securities of $793,391.

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

 For the year ended December 31, 2022, the company
had a loss on impairment of $231,462.

 For the year ended December 31, 2022, the company
had a loss on litigation of $17,780.

 As a result of the foregoing, we had net income of
$82,179 for the year ended December 31, 2023 compared to a net loss of $1,035,427 for the year ended December 31, 2022.

 Liquidity and Capital Resources

 At December 31, 2023, our cash and cash equivalents
were $244,856. We did not raise any additional cash during the year ended December 31, 2023.

 At December 31, 2022, our cash and cash equivalents
were $7,778.

 No capital expenditures were made in 2023 or 2022.

 Our primary cash requirements have been used to fund
the cost of operations including monetizing our collection of non-fungible tokens, lawsuits, and patent enforcement.

 Recent Accounting Pronouncements

 Recently issued accounting standards

 The Company has
reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements
may be expected to cause a material impact on its financial condition or the results of its operations.

 ITEM 8. FINANCIAL STATEMENTS.

 CONTENTS

 REPORT OF
 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 2738)

 BALANCE SHEETS

 STATEMENTS OF OPERATIONS

 STATEMENT OF STOCKHOLDERS' DEFICIT

 STATEMENTS OF CASH FLOWS

 NOTES TO FINANCIAL STATEMENTS

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and

Stockholders of Worlds, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of Worlds, Inc. (the Company) as of December
31, 2023 and 2022, and the related statements of operations, stockholders' deficit, and cash flows for each of the years in the
two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022,
and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity
with accounting principles generally accepted in the United States of America.

 Going Concern

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

 Basis for Opinion

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

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

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

 Critical Audit Matter

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

 Going Concern

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

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

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

 /s/ M&K
 CPAS, PLLC

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

 The
 Woodlands, TX

 April 15, 2024

 Worlds Inc.

 Balance Sheets

 December 31, 2023 and December 31, 2022

 December 31, 2023

 December 31, 2022

 ASSETS:

 Current Assets

 Cash and cash equivalents

 $
 244,856

 $
 7,778

 Prepaid expenses

 20,545

 —

 Total Current Assets

 265,401

 7,778

 Total assets

 $
 265,401

 $
 7,778

 LIABILITIES AND STOCKHOLDERS' DEFICIT:

 Current Liabilities

 Accounts payable

 $
 798,108

 $
 797,908

 Accrued expenses related party

 148,151

 53,688

 Accrued expenses

 1,688,026

 1,607,245

 Notes payable exceeding statute of limitations

 Total Current Liabilities

 3,407,564

 3,232,120

 Total Liabilities

 3,407,564

 3,232,120

 Common stock (Par value $ 0.001 authorized 250,000,000 shares, issued and outstanding 57,112,506 at December 31, 2023 and December 31, 2022

 Additional paid in capital

 Common stock-warrants

 Accumulated deficit

 ( 46,741,914
)

 ( 46,824,093
)

 Total stockholders' deficit

 ( 3,142,163
)

 ( 3,224,342
)

 Total Liabilities and stockholders' deficit

 $
 265,401

 $
 7,778

 The accompanying notes are an integral part of these financial statements

 Worlds Inc.

 Statements of Operations

 For the Year Ended December 31, 2023 and 2022

 December 31,

 2023

 2022

 Revenue

 Revenue

 $
 —

 $
 —

 Total Revenue

 —

 —

 Cost and Expenses

 Cost of Revenue

 —

 —

 Gross Profit/(Loss)

 —

 —

 Selling, General & Admin.

 101,451

 1,297,680

 Salaries and related

 215,584

 206,013

 Operating loss

 ( 317,035
)

 ( 1,503,693
)

 Other Income (Expense)

 Gain on sale of URL

 400,000

 —

 Impairment expense

 —

 ( 231,462
)

 Gain on sale of marketable securities

 76,839

 793,391

 Loss on litigation

 —

 ( 17,780
)

 Interest expense

 ( 77,625
)

 ( 75,883
)

 Net Income/(Loss)

 $
 82,179

 $
 ( 1,035,427
)

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

 $
 0.00

 $
 ( 0.02
)

 Weighted Average Common Shares Outstanding, basic and diluted

 The accompanying notes are an integral part of these financial statements

 Worlds Inc.

 Statement of Stockholders' Deficit

 For the Year Ended December 31, 2022 and 2023

 Additional

 Common

 Total

 Stock

 Stock

 Paid-in

 Stock

 Accumulated

 stockholders'

 Shares

 Amount

 capital

 Warrants

 Deficit

 Deficit

 Balances, December 31, 2021

 $

 $
 41,513,730

 $

 $
 ( 45,788,666
)

 $
 ( 3,010,910
)

 Fair value of stock options

 —

 —

 821,995

 —

 —

 821,995

 Net Income

 —

 —

 —

 —

 ( 1,035,427
)

 ( 1,035,427
)

 Balances, December 31, 2022

 ( 46,824,093
)

 ( 3,224,342
)

 Balances, December 31, 2022

 ( 46,824,093
)

 ( 3,224,342
)

 Net Income

 —

 —

 —

 —

 82,179

 82,179

 Balances, December 31, 2023

 $

 $

 $

 $
 ( 46,741,914
)

 $
 ( 3,142,163
)

 The accompanying notes are an integral part of these financial statements

 Worlds Inc.

 Statements of Cash Flows

 Year Ended December 31, 2023 and 2022

 12/31/2023

 12/31/2022

 Cash flows from operating activities:

 Net Income/(loss)

 $
 82,179

 $
 ( 1,035,427
)

 Adjustments to reconcile net loss to net cash used in operating activities

 Fair value of stock options issued for services

 —

 821,995

 Impairment expense

 —

 231,462

 Realized gain on sale of marketable securities

 ( 76,839
)

 ( 793,391
)

 Realized gain on sale of URL

 ( 400,000
)

 —

 Prepaid expenses

 ( 20,545
)

 —

 Other assets

 —

 8,222

 Accounts payable and accrued expenses
 related party

 94,463

 19,789

 Accounts payable
 and accrued expenses

 80,981

 ( 82,683
)

 Net cash (used in) operating activities:

 ( 239,761
)

 ( 830,034
)

 Cash flows from investing activities:

 Cash received from sale of marketable securities

 76,839

 793,391

 Cash received from sale of URL

 400,000

 —

 Cash provided by investing activities

 476,839

 793,391

 Cash flows from financing activities:

 Loan proceeds from related party

 47,000

 —

 Repayment of related party loan

 ( 47,000
)

 —

 Cash provided by financing activities

 —

 —

 Net increase/(decrease) in cash and cash equivalents

 237,078

 ( 36,643
)

 Cash and cash equivalents, including restricted, beginning of year

 7,778

 44,421

 Cash and cash equivalents, including restricted, end of period

 $
 244,856

 $
 7,778

 Supplemental disclosure of cash flow information:

 Cash paid during the period for:

 Interest

 $
 1,742

 $
 —

 Income taxes

 $
 —

 $
 —

 The accompanying notes are an integral part of these financial statements

 Worlds, Inc.

 Notes to the Financial Statements

 NOTE 1 – GOING CONCERN

 As reflected in the accompanying financial statements,
the Company has a working capital deficiency of $ 3,142,163
 and a stockholder's deficiency of $ 3,142,163
 and used $ 239,761 of cash in
operations for the year ended December 31, 2023. This raises substantial doubt about its ability to continue as a going concern. The
ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement
its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern.

 Management believes that the actions presently being
taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

 NOTE 2 – DESCRIPTION OF BUSINESS AND SUMMARY
OF ACCOUNTING POLICIES

 Description of Business

 On May 16, 2011, the Company transferred, through
a spin-off to its then wholly owned subsidiary, Worlds Online Inc. (currently called MariMed Inc.), the majority of its operations and
related operational assets. The Company retained its patent portfolio and is looking to expand on its legacy celebrity worlds and its
collection of non-fungible tokens.

 Basis of Presentation

 The accompanying financial statements have been prepared
in conformity with accounting principles generally accepted in the United States of America ("US GAAP"). The Company has incurred
significant losses since its inception and has had minimal revenues from operations. The Company will require substantial additional funds
for development and enforcement of its patent portfolio. There can be no assurance that the Company will be able to obtain the substantial
additional capital resources to pursue its business plan or that any assumptions relating to its business plan will prove to be accurate.
The Company has not been able to generate sufficient revenue or obtain sufficient financing which has had a material adverse effect on
the Company, including requiring the Company to reduce operations. As the Company has focused its attention on increasing its patent portfolio
and enforcing it, the Company has been operating at a reduced capacity, with only one employee and using consultants to perform any additional
work that may be required.

 Use of Estimates

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

 Cash and Cash Equivalents

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

 Revenue Recognition

 Effective January 1, 2018, the Company adopted ASC
606. There was no impact in adopting ASC 606 as the Company has no revenue at this time. In the second quarter of 2011, the Company spun
off its online businesses to MariMed Inc. The Company's sources of revenue after the spinoff was expected to be from sublicenses
of the patented technology by Worlds Online and any revenue that may be generated from enforcing its patents. Commencing in the first
half of 2023, the Company expects that its revenues will come from its expansion of its legacy celebrity worlds and its collection of
non-fungible tokens. The Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify
the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance
obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

 Advertising Costs

 Advertising costs are expenses as incurred. There
were no advertising costs in the years ended December 31, 2023 and 2022.

 Research and Development Costs

 Research and development costs are charged to operations
as incurred. There were no research and development costs in the years ended December 31, 2023 and 2022.

 Prepaid Expenses

 Prepaid expenses is a retainer paid to a law firm.
The balance at December 31, 2023 is $ 20,545. The balance at December 31, 2022 is $ 0.

 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 2023 and 2022.

 Stock-Based Compensation

 The Company accounts for stock-based compensation
using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure
about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for
an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized
over the period during which an employee is required to provide service in exchange for the award (usually the vesting period). No compensation
cost is recognized for equity instruments for which employees do not render the requisite service.

 Income Taxes

 The Company accounts for income taxes under Section
740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences
between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will
be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management
concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations
in the period that includes the enactment date.

 ASC 740 prescribes a comprehensive model for how companies
should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on
a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the
position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as
the largest amount of tax benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement with the tax authority
assuming full knowledge of the position and relevant facts.

 Notes Payable

 The Company has $ 773,279 in short term notes outstanding
at December 31, 2023 and December 31, 2022. These are old notes payable for which the statute of limitations has passed and therefore
the Company does not expect it will ever have to repay those notes.

 Comprehensive Income (Loss)

 The Company reports comprehensive income and its components
following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting
and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss)
applicable to the Company during the period covered in the financial statements.

 Loss Per Share

 Net loss per common share is computed pursuant
to section 260-10-45 of the FASB ASC. Basic net loss per share is computed by dividing net loss by the weighted average number of
shares of common stock outstanding during the period. As of December 31, 2023 there were 16,600,000 options outstanding and as of
December 31, 2022 there were 22,400,000 options and 3,400,000 warrants outstanding whose effect is anti-dilutive and not included in
diluted net loss per share for December 31, 2023 or for December 31, 2022. The options 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 December
31, 2023, and December 31, 2022, the Company recorded a reserve of $ 205,000 for this lawsuit, which is included in accrued expenses in
the accompanying balance sheets.

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

 Risk and Uncertainties

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

 Off Balance Sheet Arrangements

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

 Uncertain Tax Positions

 The Company did not take any uncertain tax positions
and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year
ended December 31, 2023.

 Fair Value of Financial Instruments

 The Company measures assets and liabilities at fair
value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount
that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between
market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability.
The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring
or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

 The following are the hierarchical levels of inputs
to measure fair value:

 •

 Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.

 •

 Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 •

 Level 3 - Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

 The carrying amounts of the Company's financial
assets and liabilities, such as cash, other receivables, accounts payable & accrued expenses, due to related party, notes payable
and notes payables, approximate their fair values because of the short maturity of these instruments. The Company's convertible notes
payable are measured at amortized cost.

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

 Embedded Conversion Features

 The Company evaluates embedded conversion features
within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should
be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings.
If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt
with Conversion and Other Options" for consideration of any beneficial conversion feature.

 Derivative Financial Instruments

 The Company does not use derivative instruments to
hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock
purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative
financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is
then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.

 For option-based simple derivative financial instruments,
the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates.
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed
at the end of each reporting period.

 Recent Accounting Pronouncements

 The Company has reviewed all recently issued, but
not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements may be expected to cause
a material impact on its financial condition or the results of its operations.

 NOTE 3 - NOTES PAYABLE

 Notes payable at December 31, 2023 consist of the following:

 Unsecured note payable bearing 8% interest, entire balance of principal and unpaid interest due on demand

 $
 124,230

 Unsecured note payable bearing 10% interest, entire balance of principal and unpaid interest due on demand

 $
 649,049

 Total notes

 $

 2023

 $

 2024

 $

 2025

 $

 2026

 $

 2027

 $

 $

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

 NOTE 4 - EQUITY

 The Company did not issue any options in the year
ending December 31, 2023.

 As detailed below, during the year ended
December 31, 2022, the Company issued 15,900,000
options. In addition, another 900,000
options were re-issued to Directors at a new price and an extended term.

 As consideration for the IP in the Asset Purchase
Agreement between the Company and Mr. Kidrin, Mr. Kidrin was granted 15,000,000 options at an exercise price of $ 0.07 per share for three
years. The Company recorded an option expense of $ 751,744. The fair market value for Mr. Kidrin's options was calculated using the
Black Scholes method assuming a risk free interest of 1.35 %, 0 % dividend yield, volatility of 174 %, and an exercise price of $ 0.07 per
share with a market price of $ 0.07 per share at issuance date and an expected life of 3 years. The options vested on January 18, 2022.

 The active directors of the Company received 300,000
 options each on January 3, 2022. The options were for service performed during 2019, 2021 and 2022 which were never issued. The
Company recorded an option expense for these options of $ 31,807
 for the year ended December 31, 2022. The fair market value for these options was calculated using the Black Scholes method assuming
a risk free interest of 1.37 %,
 0 %
dividend yield, volatility of 142 %,
and an exercise price of $ 0.05
 per share with a market price of $ 0.05
 per share at issuance date and an expected life of 5
years. The options
vest six months from the date of grant.

 The active directors of the Company had their existing
options repriced and the terms extended another 5
years. The total number of options that were repriced on February 16, 2022 was 900,000.
The Company recorded an option expense for these options of $ 38,444
 for the year ended December 31, 2022. The fair market value for these options was calculated using the Black Scholes method
assuming a risk free interest of 1.90 %,
 0 %
dividend yield, volatility of 153 %,
and an exercise price of $ 0.08
 per share with a market price of $ 0.08
 per share at issuance date and an expected life of 5
years. The options
are all vested upon date of grant.

 No option expense was recorded during the year ended
December 31, 2023.

 During the year ended December 31, 2022, the Company
recorded an option expense of $ 821,995.

 Stock Warrants and Options

 Stock warrants/options outstanding and exercisable on December 31, 2023 are as follows:

 Exercise Price per Share

 Shares Under Option/warrant

 Remaining Life in Years

 Outstanding

 $

 0.07

 15,000,000

 1.05

 $

 0.27

 300,000

 1.88

 $

 0.05

 600,000

 3.01

 $

 0.08

 700,000

 3.13

 Total

 16,600,000

 Exercisable

 $

 0.07

 15,000,000

 1.05

 $

 0.27

 300,000

 1.88

 $

 0.05

 600,000

 3.01

 $

 0.08

 700,000

 3.13

 Total

 16,600,000

 NOTE 5 - INCOME TAXES

 At December 31, 2023, the Company had federal and
state net operating loss carry forwards of approximately $ 45,000,000 that expire in various years through the year 2042.

 Due to net operating loss carry forwards and operating
losses, there is no provision for current federal or state income taxes for the years ended December 31, 2023 and 2022.

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

 The Company's deferred tax asset at December
31, 2023 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately
 $ 17,235,609 less a valuation allowance in the amount of approximately $ 17,235,609. Because of the Company's lack of earnings history,
the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased by approximately $ 198,580 for
the year ended December 31, 2022. The Company had net income in 2023.

 The Company's total deferred tax asset as of
December 31, 2023, and 2022 are as follows:

 2023

 2022

 Net operating loss carry forwards

 $
 17,235,609

 $
 17,317,788

 Valuation allowance

 ( 17,235,609
)

 ( 17,317,788
)

 Net deferred tax asset

 $
 —

 $
 —

 The reconciliation of income taxes computed at the federal and state statutory
income tax rate to total income taxes for the years ended December 31, 2023 and 2022 is as follows:

 2023

 2022

 Income tax computed at the federal statutory rate

 %

 %

 Income tax computed at the state statutory rate

 %

 %

 Valuation allowance

 ( 26
)%

 ( 26
)%

 Total deferred tax asset

 —

 —

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

 NOTE 6 - COMMITMENTS AND CONTINGENCIES

 The Company is committed to an employment agreement
with its President and CEO, Thom Kidrin. The agreement, dated as of August 28, 2018, is for five years with a one -year renewal option
held by Mr. Kidrin. Prior to its expiration, Mr. Kidrin agreed to a one year extension of his employment agreement. The agreement provides for a base salary of $ 200,000, which increases 10 % on September 1 of each year; a monthly
car allowance of $ 500; an annual bonus equal to 2.5 % of Pre-Tax Income (as defined in the agreement); an additional bonus as follows:
 $ 75,000, if Pre-Tax Income for the year is between 150 % and 200 % of the prior fiscal year's Pre-Tax Income or (B) $ 100,000, if Pre-Tax
Income for the year is between 201 % and 250 % of the prior fiscal year's Pre-Tax Income or (C) $ 200,000, if Pre-Tax Income for the
year is 251 % or greater than the prior fiscal year's Pre-Tax Income, but in no event shall this additional bonus exceed five ( 5 %)
percent of Pre-Tax Income for such year; payment of up to $ 10,000 in life insurance premiums; options to purchase 5 million shares of
Worlds Inc. common stock at an exercise price of $ 0.25 per share, 2 million of which vested on August 28, 2018, 1.5 million vested on August 28, 2019 and the remaining 1.5 million vested on August 28, 2020; a death benefit of at least $ 2 million dollars;
and a payment equal to 2.99 times his base amount (as defined in the agreement) in the event of a Change of Control (as defined in the
agreement). The agreement also provides that Mr. Kidrin can be terminated for cause (as defined in the agreement) and that he is
subject to restrictive covenants for 12 months after termination.

 NOTE 7 - RELATED PARTY TRANSACTIONS

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

 During the year ended December 31, 2022, the Company
entered into an asset purchase agreement with Thom Kidrin the CEO of the Company. The Company purchased certain IP which was transferred
to Worlds Online Inc., now called MariMed Inc. Mr. Kidrin received the IP as part of a settlement agreement he signed with MariMed Inc.
The purchase price was 15 million options to purchase Worlds Inc. common stock at $ 0.07 per share for three years, the closing market
price on the date of the agreement. As a related party transaction, the transaction was approved by the Company's independent directors.

 The balance in the accrued expense attributable to
related parties is comprised of accrued salary due the CEO based on an employment agreement for $ 91,963 and an accrued consulting
fee to the CFO in the amount of $ 56,188 for a total of $ 148,151 at December 31, 2023. The balance at December 31, 2022 was $ 53,688, comprised of an accrued
consulting fee to the CFO.

 See note 11 for a discussion on the convertible note
receivable from the related party.

 NOTE 8 – SALE OF MARKETABLE SECURITIES

 When Worlds Inc. spun off Worlds Online Inc. in January
2011, the Company retained 5,936,115 shares of common stock in Worlds Online Inc. (now named MariMed Inc.).

 During the year ended December 31, 2023 the Company
generated net cash of $ 76,839 from the sale of 200,000 shares of MariMed Inc. common stock. The average price was $ 0.38 per share.

 During the year ended December 31, 2022, the Company
generated net cash of $ 793,391 from the sale of 1,200,000 shares of MariMed Inc. common stock. The average price was $ 0.66 per share.

 As of December 31, 2023, the Company still owns approximately
 350,000 shares of MariMed Inc. common stock.

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

 NOTE 10 – ACCRUED EXPENSES

 Accrued expenses is comprised of (i) $ 148,151 owed
to related parties, (ii) $ 205,000 related to a judgment against the Company relating to unpaid consulting services dating back to April
of 2001, for which collection has not been sought in two decades so the Company does not expect it will ever have to pay it, (iii) $ 1,456,776
related to old accruals for which the statute of limitations has passed and therefore the Company does not expect it will ever have to
repay those amounts, (iv) $ 8,470 related to accruals for recurring operating expenses, and (v) $ 17,780 related to a judgement requiring
the Company to reimburse litigation fees.

 NOTE 11 – CONVERTIBLE NOTE RECEIVABLE –
RELATED PARTY

 The Company made an investment in the form of a convertible
note in the amount of $ 200,000
to Canadian American Standard Hemp (CASH). The convertible note has a 7 %
 annual interest rate and matures in 2
years. Interest and principle is payable at maturity. The note can be converted at any time, either all or part of the amount due can
be converted into the borrower's equity. During the year ended December 31, 2020, CASH merged with Real Brands, Inc. The note was
amended with a new maturity date of October 15, 2023. All other terms remained the same. As consideration for the extension, the Company
received one
 million warrants to purchase Real Brands, Inc. common stock at $ 0.05
 per share. The convertible note and accrued interest of $ 31,461
 can be converted into 28,438,561
 shares of Real Brands common stock at a conversion price of $ 0.008139.
If converted into common stock, the Company would own approximately 1 %
 of Real Brands Inc. Messrs. Kidrin, Toboroff and Christos are Directors of Real Brands and Mr. Kidrin is the CEO and Mr. Ryan
is the CFO of Real Brands. Due to doubts about the collectability and the declining stock price of Real Brands Inc.,
the Company elected to impair the asset and recognize a loss on impairment of $ 231,462 for the year ended
December 31, 2022.

 NOTE 12 – PREPAID EXPENSES

 Prepaid expenses is comprised of a retainer paid to
a law firm in the amount of $ 20,545.

 NOTE 13 – SUBSEQUENT EVENTS

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

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

 None.

 ITEM 9A. CONTROLS AND PROCEDURES.

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

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

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

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

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rule 13a- 15(f) under the Securities Exchange Act,
as amended. Management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company's
internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth
by the committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework
(2013 Framework). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim
financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

 1.

 As of December 31, 2023, we did not maintain effective controls over the control environment. The Board of Directors does not currently have any director that qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

 2.

 As of December 31, 2023, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

 3.

 As of December 31, 2023, we did not establish a formal written policy for the approval, identification and authorization of related party transactions.

 Because of these material weaknesses, management has
concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2023, based on the
criteria established in "Internal Control-Integrated Framework" issued by the COSO.

 Changes in Internal Control over Financial Reporting

 There have been no changes in the Company's
internal control over financial reporting during the year ended December 31, 2023, that materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION.

 None.

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

 None.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.

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

 Name

 Age

 Position

 Thomas Kidrin

 President, Chief Executive Officer, Secretary, Treasurer, Director

 Christopher J. Ryan

 Vice President-Finance, Principal Accounting and Chief Financial Officer

 Leonard Toboroff

 Director

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

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

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

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

 Family Relationships

 None.

 Legal
Proceedings

 None

 Audit Committee

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

 Code of Ethics

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

 •

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

 •

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

 •

 Compliance with applicable governmental laws, rules and regulations

 •

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

 •

 Accountability for adherence to the code

 Section 16(a) Beneficial Ownership Reporting Compliance

 Under
Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of
the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the ownership of such
common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in that ownership with the
Commission. Specific due dates for these reports have been established, and we are required to report, in this Form 10-K, any failure
to comply therewith during the fiscal year ended December 31, 2023. We believe that all of these filing requirements were satisfied by
its executive officers, directors and by the beneficial owners of more than 10% of our common stock. In making this statement, we have
relied solely on copies of any reporting forms received by us, and upon any written representations received from reporting persons that
no Form 5 (Annual Statement of Changes in Beneficial Ownership) was required to be filed under applicable rules of the Commission.

 ITEM 11. EXECUTIVE COMPENSATION.

 The following table sets forth the compensation paid
by us during the fiscal periods ending December 31, 2023, and 2022, to our chief executive officer, chief financial officer and to our
other most highly compensated executive officers whose compensation exceeded $100,000 for those fiscal periods.

 SUMMARY COMPENSATION TABLE (1)(2)

 Name and principal position

(a)

 Year

 (b)

 Salary

 ($)

 (c)

 Bonus ($)

(d)

 Stock Awards ($)

 (e)

 Option Awards ($)

 (f)

 Securities underlying options

(g)

 All Other Compensation ($)

(i)

 Total

 ($)

 (j)

 Thomas Kidrin

President and CEO

 2023

 $

 121,027(3)

 $

 $

 121,027(3)

 2022

 $

 200,000(3)

 $

 $

 200,000(3)

 Chris Ryan, CFO

 2023

 $

 20,000(4)

 $

 $

 20,000

 2022

 $

 0(4)

 $

 $

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

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

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

 (4) Mr. Ryan has deferred a portion of his compensation
in 2023 and 2022.

 Stock Option Grants

 The following table sets forth information as of December 31,
2023 concerning unexercised options, unvested stock and equity incentive plan awards on a post reverse split 5 for 1 basis for the executive
officers named in the Summary Compensation Table.

 OUTSTANDING EQUITY AWARDS AT YEAR-ENDED DECEMBER
31, 2022

 N ame

 Number of Securities Underlying Unexercised Options (#) Exercisable

 Number of Securities Underlying Unexercised Options (#) Unexercisable

 Equity Incentive Plans Awards: Securities Underlying Unexercised Unearned Options (#)

 Option Exercise Price

 Option Expiration Date

 Christopher Ryan

 300,000

 $

 0.26

 11-16-25

 Compensation of Directors

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

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

 DIRECTOR COMPENSATION

 Name

 Fees Earned or Paid in Cash

 ($)

 Stock

 Awards ($)

 Option

 Awards ($) (1)

 All Other

 Compensation ($)

 Total

 ($)

 Leonard Toboroff

 Peter N. Christos

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

 Employment Agreements

 The Company is committed to an employment agreement
with its President and CEO, Thom Kidrin. The agreement, dated as of August 28, 2018, is for five years with a one-year renewal option
held by Mr. Kidrin. Mr. Kidrin exercised his one-year renewal option. The agreement provides for a base salary of $200,000, which
increases 10% on September 1 of each year; a monthly car allowance of $500; an annual bonus equal to 2.5% of Pre-Tax Income (as defined
in the agreement); an additional bonus as follows: $75,000, if Pre-Tax Income for the year is between 150% and 200% of the prior fiscal
year's Pre-Tax Income or (B) $100,000, if Pre-Tax Income for the year is between 201% and 250% of the prior fiscal year's
Pre-Tax Income or (C) $200,000, if Pre-Tax Income for the year is 251% or greater than the prior fiscal year's Pre-Tax Income, but
in no event shall this additional bonus exceed five (5%) percent of Pre-Tax Income for such year; payment of up to $10,000 in life insurance
premiums; options to purchase 5 million shares of Worlds Inc. common stock at an exercise price of $0.25 per share, 2 million shares
vested on August 28, 2018, 1.5 million shares vest on August 28, 2019 and 1.5 million shares vest on August 28, 2020; a death benefit
of at least $2 million dollars; and a payment equal to 2.99 times his base amount (as defined in the agreement) in the event of a Change
of Control (as defined in the agreement). The agreement also provides that Mr. Kidrin can be terminated for cause (as defined in
the agreement) and that he is subject to restrictive covenants for 12 months after termination.

 Stock Option Plan

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

 Compensation Committee Interlocks and Insider Participation

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

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

 Name

 Number of

 Securities Underlying

 Unexercised Options (#) Exercisable

 Number of

 Securities

 Underlying

 Unexercised Options (#)

 Unexercisable

 Equity Incentive Plan Awards:

 Number of

 Securities

 Underlying

 Unexercised

 Unearned Options (#)

 Option

 Exercise Price

 ($)

 Option

 Expiration Date

 Christopher Ryan

 300,000

 $

 0.26

 11-16-25

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

 The following table sets forth as of March 21, 2024,
certain information with respect to the beneficial ownership of Common Stock by (i) each Director, nominee and executive officer of
us; (ii) each person who owns beneficially more than 5% of the common stock; and (iii) all Directors, nominees and executive
officers as a group. The percentage of shares beneficially owned is based on there having been 57,112,506 shares of common stock
outstanding as of such date.

 OFFICERS, DIRECTORS AND BENEFICIAL OWNERS, AS OF
MARCH 21, 2024

 Name & Address of Beneficial Owner(1)

 Amount & Nature of Beneficial Owner

 % of Class(2)

 Thomas Kidrin

 16,000,000(3)

 20.8

 %

 Christopher Ryan

 974,929(4)

 1.7

 %

 Leonard Toboroff

 650,000(5)

 1.1

 %

 All directors and executive officers as a group (one person)

 16,624,929(6)

 *less than 1%

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

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

 (3) Includes 15 million currently exercisable stock
options

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

 (5) Consists of 650,000 stock options which are currently
exercisable.

 (6) Includes 16,600,000 currently exercisable stock
options.

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

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

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Fees Billed For Audit and Non-Audit Services

 The following table represents the aggregate fees
billed for professional audit services rendered by the independent auditors, M&K CPAS PLLC ("M&K"), for our audit
of the annual financial statements for the years ended December 31, 2023 and 2022. M&K was retained on December 12, 2018 after the
Company was informed by L&L of its intent to resign for reason that it would not be able to comply with Section 10A of the Securities
Exchange Act of 1934 and Section 203 of the Sarbanes-Oxley Act of 2002 which prohibit a registered public accounting firm from providing
audit services to an issuer if the audit partner having primary responsibility for the audit, or the audit partner responsible for reviewing
the audit, has performed audit services for that issuer in each of the five previous fiscal years of that issuer. L&L (then operating
under its previous name) was retained as our auditor in 2007. Audit fees and other fees of auditors are listed as follows:

 Year Ended December 31

 2023

 2022

 M&K

 M&K/L&L

 Audit Fees (1)

 $

 37,225

 (2)

 $

 25,400

 Audit-Related Fees (3)

 —

 —

 Tax Fees (4)

 —

 —

 All Other Fees (5)

 —

 —

 Total Accounting Fees and Services

 $

 37,225

 $

 25,400

 (1)

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

 (2)

 The amounts shown for the audit firms in 2023 and 2022 relate to (i) the audit of our annual financial statements for the years ended December 31, 2023 and 2022, and (ii) the review of the financial statements included in our filings on Form 10-Q for the first, second and third quarters of 2023 and 2022.

 (3)

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

 (4)

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

 (5)

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

 Pre-Approval Policy For Audit and
Non-Audit Services

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

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

 ITEM 15. EXHIBITS.

 3.1

 Certificate of Incorporation (a)

 3.2

 By-Laws- Restated as Amended (b)

 4.1

 2007 Stock Option Plan (c)

 10.2

 Employment Agreement between the Registrant and Thom Kidrin (d)

 14.1

 Code of Ethics (e)

 31.1

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

 31.2

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

 32.1

 Section 1350 Certifications of Chief Executive Officer**

 32.2

 Section 1350 Certifications of Chief Financial Officer**

 Instance Document

 Taxonomy Extension Schema

 Taxonomy Extension Calculation Linkbase

 Taxonomy Extension Definition Linkbase

 Taxonomy Extension Label Linkbase

 Taxonomy Extension Presentation Linkbase

 (a)

 Filed previously with the Proxy Statement Form DEF 14A on May, 19, 2010, as amended as described in Proxy Statements on Form DEF 14A filed on June 7, 2013 and May 17, 2016, and incorporated herein by reference.

 (b)

 Filed previously with the Proxy Statement Form DEF 14A on May, 19, 2010, and incorporated herein by reference.

 (c)

 Filed previously as an exhibit to Registrant's Current Report on Form 8-K filed on September 7, 2007, and incorporated herein by reference.

 (d)

 Filed previously as an exhibit to Registrant's Current Report on Form 8-K filed on September 4, 2018, and incorporated herein by reference.

 (e)

 Filed previously as an exhibit to Registrant's Annual Report on Form 10-KSB filed on April 3, 2008, and incorporated herein by reference.

 ** Filed herewith

 SIGNATURES

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

 Dated: April 15,
 2024

 WORLDS INC.

 (Registrant)

 By: /s/ Thomas Kidrin

 Name: Thomas Kidrin

 Title: President and Chief Executive
 Officer

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

 Signatures

 Title

 Date

 /s/ Thomas Kidrin

 Thomas Kidrin

 President, Chief Executive Officer and Director

 April 15, 2024

 /s/ Christopher J. Ryan

 Christopher J. Ryan

 Vice President - Finance and Principal Accounting and Financial Officer

 April 15, 2024

 /s/ Leonard Toboroff

 Leonard Toboroff

 Director

 April 15, 2024