Worlds Inc. to Complete Worlds Online Spinoff; Issue Stock Dividend

BOSTON, MA – The SEC has completed its review of Worlds Online Inc.’s Form 10 registration statement for the spinoff of Worlds Inc.‘s (OTCBB: WDDD) online and operational technologies business into Worlds Online, enabling the spinoff to proceed. Worlds Inc. (formerly known as Worlds.com Inc.) will spin off approximately 80% of its shares of Worlds Online through a dividend distribution to its shareholders of record on the close of business on May 16, 2011. It is anticipated that shares of Worlds Online will begin trading publicly on the Over-the-Counter Bulletin Board (OTCBB) within two weeks of the dividend distribution.

With the dividend distribution, each Worlds Inc. shareholder will receive one common share of Worlds Online for three Worlds Inc. common shares held at the close of business on May 16, 2011. Fractional shares will not be issued and will be rounded up to the nearest whole number. It is anticipated that following the distribution, Worlds Inc. will continue to own slightly less than 20 percent of the common shares of Worlds Online. The dividend will not impact the number of shares outstanding for Worlds Inc. nor any shareholders’ holding of Worlds Inc. shares. The Company believes that the distribution has been structured to qualify as a tax-free dividend to Worlds Inc. shareholders for U.S. federal income tax purposes, but shareholders are urged to consult with their tax advisors as to the specific tax consequences of the distribution.

“Worlds Inc. has been making excellent progress in fulfilling the objectives we set forth to our shareholders approximately a year ago,” said Worlds CEO, Thom Kidrin. “As planned, we are completing the spinoff of Worlds Online and, in the past year, we have received two patents and, most recently, two new patent allowances, which will bring our total number of patents to seven, once issued.”

“This spinoff will help both companies pursue their separate strategies, which is expected to increase shareholder value,” Kidrin stated. “Worlds Online will have greater flexibility in operating and marketing its virtual worlds gaming technologies and services, pursuing acquisitions and other business actions, while Worlds Inc. can continue to build, protect and monetize its intellectual property (IP) portfolio without impacting the other entity. Worlds Online will be free to engage in business development efforts completely independently, while their clients will still have the opportunity to use Worlds Inc.’s patented virtual worlds technologies at very favorable rates. We believe this will provide a competitive advantage for Worlds Online and its clients, while insulating them from the vagaries of the IP law environment.”

No action is required by Worlds Inc. shareholders to receive their Worlds Online common shares. Worlds Inc. will mail to its shareholders of record the Form 10 Registration Statement of Worlds Online Inc. along with each shareholder’s stock certificate of Worlds Online Inc. Shareholders may direct questions to Worlds Inc.’s investor relations agency.

About Worlds Inc.:
Worlds Inc. (f.k.a.Worlds.com Inc.) was founded in 1994 to utilize its patented 3D technology in partnership with brand leaders in specific market segments and to offer 3D multi-user environments, known as “virtual worlds,” that have interactive Avatars, rich media graphics, text chat, voice-to-voice chat, video and e-commerce. The 3D communities allow visitors to interact with each other, teleport throughout the Worlds environment as well as participate in shared experiences. Besides partnering with existing content providers that have strong brands and an existing following, Worlds also encourages individuals to create their own virtual spaces, communities and unique Avatars with easy-to-use tools. Worlds was, and remains, true “social networking” well before the term became mainstream. Worlds has issued an exclusive license to all of its technology to Worlds Online Inc. and Worlds Inc. is now focused on building, protecting and monetizing its portfolio of intellectual property.

Forward Looking Statements

This release contains certain forward-looking statements and information relating to Worlds Inc. that are based on the beliefs of Worlds’ management, as well as assumptions made by and information currently available to the Company. Such statements reflect the current views of the Company with respect to future events including estimates and projections about its business based on certain assumptions of its management, including those described in this Release. These statements are not guarantees of future performance and involve risk and uncertainties that are difficult to predict, including, among other factors, changes in demand for the Company’s services and products, changes in the economic environment and changes in technology. Additional risk factors are included in the Company’s public filings with the SEC. Should one or more of these underlying assumptions prove incorrect, actual results may vary materially from those described herein as “hoped,” “anticipated,” “believed,” “estimated,” “should,” “preparing,” “expected” or words of a similar nature. The Company does not intend to update these forward-looking statements.