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                                                                      Exhibit 99

                                  RISK FACTORS

        You should carefully consider the risks described below before making a
decision to invest in our company. The risks described below are not the only
ones we face. Additional risks that are not presently known to us or which we
currently believe are immaterial may also impair our business operations. Our
business, financial conditions or results of operation could be materially
adversely affected by any of these risks.

We are a development-stage company with only a limited history of operations.

        We are a development stage company. We have limited experience in
developing and commercializing new products based on innovative technologies and
there is limited information available concerning our financial performance or
the market acceptance of our existing and proposed products.

        Our business prospects are subject to all the risks, expenses and
uncertainties encountered by any new company, as well as those encountered by
companies operating in the rapidly evolving markets for Internet products and
services. These risks include:

        o      the failure to develop brand name recognition and reputation;

        o      the failure to achieve market acceptance of our services;

        o      slow down in general consumer acceptance of the Internet as a
vehicle for commerce; and

        o      an inability to grow and adapt our business and technology to
evolving consumer demand.

We may not be successful in addressing these risks or the other risks set forth
herein.

We have significant and continuing losses and our auditors have expressed
concern about our ability to continue as a going concern.

        Since inception, Worlds (including our predecessor company) has incurred
significant net losses. Our predecessor company incurred losses of $1,181,133,
$7,582,832 and $10,186,954 for the years ended December 31, 1994, 1995, and
1996, respectively, and $2,285,220 for the period ended December 3, 1997, with
an accumulated deficit from inception in April 1994 to December 3, 1997 of
$21,236,139. We incurred additional losses of $6,686,471 from inception in April
1997 through December 1997, $2,648,681 for the year ended December 31, 1998 and
$3,339,500 for the year ended December 31, 1999.

        We anticipate that we will continue to incur significant losses until,
at the earliest, we generate sufficient revenues to offset the substantial
up-front expenditures and operating costs associated with developing and
commercializing our products. We will not generate any meaningful revenues until
after we successfully attract and retain a significant number of advertisers and
users to our 3D sites and other customers for our 3D technology. We may not be
able to attract and retain a sufficient number of advertisers, users and
customers to generate meaningful revenues or achieve profitable operations.
Further, 3D sites based on our technology may prove to not be commercially
viable and superior technology to create and deliver 3D sites may exist or may
be developed by our competitors.

We expect to spend a large amount of money in advance of profits as we introduce
our products and expect to seek to raise additional capital through equity and
debt offerings.

        Our capital requirements for the development and commercialization of
our technology, creation of our 3D sites and our general operations have been
and will continue to be significant. Historically, we have been dependent on
financings to fund our development and working capital needs.

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        We expect to continue to incur significant operating expenses and make
relatively high capital expenditures as we roll out our Internet business and
expand our product offerings. These operating expenses and capital expenditures
will initially outpace revenues and result in significant losses in the near
term. During the periods that we experience net losses, we expect to be
dependent upon sales of our capital stock and debt securities to finance our
working capital requirements. Based upon our current plans and assumptions
relating to our business plan, we anticipate that our existing capital resources
will satisfy our capital requirements through at least 2000. However, if our
plans change or our assumptions prove to be inaccurate, we may need to seek
additional financing sooner than currently anticipated or curtail our
operations.

        We will need to raise additional capital during 2000, which may be in
the form of equity or debt financing. Any issuance of equity securities would
dilute the interest of our shareholders. Additionally, if we incur debt, our
company will become subject to risks that interest rates may fluctuate and cash
flow may be insufficient to pay the principal and interest on any such debt. If
financing is not available as we require it, we could be forced to slow down the
growth of our business or suspend operations entirely.

We may not be able to successfully develop marketable products based upon our
technology.

        Although we recently have introduced the first commercial applications
based on our technology, we may encounter problems in our continuing efforts to
refine our technology and to utilize this technology in other commercial
applications. In connection with these efforts, we may experience unanticipated
delays, expenses, technical problems or other difficulties. It is also possible
that we will not have access to the funds necessary to satisfactorily complete
any development efforts we undertake, which could result in abandonment or
substantial change in product commercialization. In addition, there can be no
assurance that we will be able to successfully adapt our technology to satisfy
specific requirements of potential customers.

        Upon completion and introduction of any commercial application, there
can be no assurance that such application will perform all of the functions for
which it has been designed or prove to be sufficiently reliable in widespread
commercial use. Applications based on complex technologies such as ours may
contain errors which only become apparent subsequent to commercial introduction.
If we introduce commercial applications which prove to contain errors or which
otherwise do not perform as intended, we would have to remedy such errors, which
could delay our plans with respect to other applications and which could cause
us to incur substantial, unanticipated additional expense.

We may not be able to develop and maintain marketing relationships with other
Internet companies.

        Our strategy for expanding brand recognition through online advertising
depends to some extent on our relationship with other Internet companies. We
plan to enter into marketing agreements with these companies that will permit us
to advertise our products and services on their web pages. There can be no
assurance that we will be able to negotiate these agreement on favorable terms
or at all. Additionally, other e-commerce and music-related sites which
advertise on popular web sites may have exclusive advertising relationships with
such sites or may otherwise object to our attempts to enter into marketing
agreements or relationships with such sites. If we cannot secure or maintain
these marketing agreements on favorable terms, our business prospects could be
substantially harmed.

In addition to our own technology, we use the technology of others in the
creation of our products.

        Although our proprietary technology is the foundation of our products,
we also use the technology of other companies in the creation and delivery of
our products. Accordingly, any delay or termination by any of these third-party
providers in the provision of their technologies to us could cause a disruption
in the commercial distribution of our own products. Further, any material
increases in the prices these providers charge us for use of their technologies
could force us to increase the prices we charge for our own products or possibly
make the creation and distribution of our products no longer economically
feasible or desirable. We cannot assure you that any of these companies will
continue to provide their technology to us in an efficient and cost-effective
manner. An interruption in or termination in our access to any

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necessary third party technologies, and our subsequent inability to make
alternative arrangements in a timely manner, if at all, would have a material
adverse effect on our business and financial condition.

The market may not readily accept our products.

        Demand and market acceptance for new products, such as 3D Ultimate Chat,
are subject to a high level of uncertainty. The successful introduction of any
new product requires a focused, efficient strategy to create awareness of and
desire for the products. For example, in order to achieve market acceptance for
3D Ultimate Chat, we will need to educate the members of the music industry,
such as record companies, record labels and recording artists, about the
marketing benefits this product could provide them. Similarly, we will have to
make music buyers and Internet consumers aware of this product's existence, draw
users to the site and compel them to return to the site for repeat visitations.
We have conducted only limited marketing activities to date and have only
limited experience and financial, technical, personnel and other resources to
independently undertake extensive marketing activities.

        Our marketing strategy may be unsuccessful and is subject to change as a
result of a number of factors, including changes in market conditions (including
the emergence of market segments other than music which in our judgment can be
readily exploited through the use of our technology), the nature of possible
license and distribution arrangements and strategic alliances which may become
available to us in the future and general economic, regulatory and competitive
factors.

        There can be no assurance that our strategy will result in successful
product commercialization or that our efforts will result in initial or
continued market acceptance for our proposed products.

We operate in very competitive markets characterized by the existence of large
competitors and rapidly changing technology.

        The markets for our products are characterized by intense competition
and increasing numbers of new market entrants who have developed or are
developing potentially competitive products.

        We face competition from a growing number of companies, including online
and Internet service providers, online shopping malls, online direct music
retailers, online music and book sites and traditional music retailers. In
addition, the very companies with which we do business, such as the record
labels, may determine to create and distribute their own 3D Internet sites. Many
of our competitors have advantages over us, including:

        o      longer operating histories and greater financial, technical,
marketing and other resources;

        o      a wider range of services and financial products;

        o      greater name recognition and larger customer base;

        o      more extensive promotional activities; and

        o      cooperative relationships among themselves and with third parties
to enhance services and products.

        Our products are based upon our proprietary technology. Competitors may
develop superior technology or determine as a group to adopt standards with
which our technology is not compatible. Currently, there are many companies
collaborating to establish standardization of the Virtual Reality Modeling
Language for 3D usage on the Internet, the adoption of which may require changes
to our technology. The markets in which we compete are characterized by rapidly
changing technology and evolving industry standards which could result in
product obsolescence or short product life cycles. Accordingly, our ability to
compete will be dependent upon our ability to develop and successfully introduce
new products into the marketplace in a timely manner and to continually enhance
and improve our technology (including to conform to any industry standards).

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We will need to introduce new services and products in a timely manner in order
to remain competitive.

        The markets for products sold through the Internet are characterized by
rapid changes in customer requirements, frequent new service and product
introductions and evolving industry standards. Accordingly, we must be able to
develop new services and products that address the increasingly sophisticated
and varied needs of our users and prospective users.

        The development and enhancement of services and products entails
significant risks, including:

        o      the inability to effectively adapt new technologies to our
business;

        o      the failure to conform our services and products to evolving
industry standards;

        o      the inability to develop, introduce and market service and
product enhancements or new services and products on a timely basis; and

        o      the nonacceptance by the market of such new service and products.

If we fail to recognize or address the need for new service or product
introductions, or if we encounter any of the foregoing problems, our business
and financial condition could be materially adversely effected.

Disruption in any element of our technology backbone could harm our business or
limit our growth.

        We are highly dependent on our systems to process, on a daily basis, a
large and growing number of transactions. We rely heavily on our web service
providers, data processing systems and telecommunications systems. If any of
these systems do not operate properly or are unavailable due to problems with
our physical infrastructure, we could suffer disruptions of our business and
damage to our reputation and the development of our brand name, any and all of
which could have a material adverse effect on our business and limit our ability
to grow.

        We also must ensure that users do not experience significant or frequent
disruptions in their access to our web sites. Our web sites could become
inaccessible for numerous reasons, including as a result of failure by our
servers and/or software glitches. Web site failures could result in loss of
existing users and missed opportunities to garner additional users. Accordingly,
any failure to have adequate systems in place to ensure the constant monitoring
and maintenance of, and accessibility to, our sites could have a material
adverse effect on our business and financial results.

        Access to our sites is also directly dependent on the operating
condition of the Internet in general. Our success, therefore, will depend in
part upon the development and maintenance of the Internet's infrastructure to
cope with increased user traffic. This will require a reliable network backbone
possessing the necessary bandwidth, and the timely development of complementary
products, such as high-speed modems, for providing reliable Internet access and
services to users. The Internet has experienced a variety of outages and other
delays as a result of damage to portions of its infrastructure and could face
similar outages and delays in the future, which could have a material adverse
effect on our business and financial condition.

We cannot be certain that our network security systems won't be circumvented.

        The need to securely transmit confidential information over the Internet
has been a significant barrier to electronic commerce and communications. We are
potentially vulnerable to attempts by unauthorized computer users to penetrate
our network security. If successful, those individuals could misappropriate
proprietary information or cause interruptions in our services. We may be
required to expend significant capital and resources to protect against the
threat of such security breaches or to alleviate resulting problems. In addition
to security breaches, inadvertent transmission of computer viruses could expose
us to the risk of disruption of our business, loss and possible liability.
concerns over the security of Internet transactions and the privacy of its users
may also inhibit the growth of the Internet generally as a means of conducting
commercial transactions.

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        We rely upon encryption and authentication technology, including public
key cryptography technology licensed from third parties, to provide the security
and authentication necessary to effect secure transmission of confidential
information over the Internet. Advances in computer capabilities, new
discoveries in the field of cryptography or other developments could result in a
compromise or breach of the procedures we use to protect customer transaction
data. If any such compromise of our security occurs, our business, financial
condition and operating results could be materially adversely affected.

We are subject to the risks associated with fluctuations in the sales of
prerecorded music and related products.

        The recorded music industry has experienced an overall slowdown during
the late 1990s relative to the early 1990s, a trend which is expected to
continue. During the mid-1990s, several of the country's largest record store
chains and many independent music shops either declared bankruptcy or went out
of business as sales of prerecorded music experienced this slowdown. Industry
analysts suggest several causes for this trend, including a glut of products on
the market. In addition, each recording is an individual artistic work, and its
commercial success is primarily determined by consumer taste, which is
unpredictable and constantly changing. Generally, in the record industry,
prerecorded music is shipped to wholesalers and/or retailers on a returnable
basis. Accordingly, there can be no assurance as to the financial success of any
particular release, the timing of such success or the popularity of any
particular artist. There can be no assurance that any of the prerecorded music
producers, artists or distributors that may use our technology or our sites will
be able to generate any significant revenue through such use or, if they do,
that such revenue will be sufficient to recoup costs.

We are dependent on the success of the Internet as a commercial market place.

        Consumers have started to use the Internet only recently and market
acceptance of the Internet as a medium for commerce and advertising is therefore
still uncertain. The rapid growth of global commerce and the exchange of
information on the Internet and other online networks is relatively new and
still evolving, making it difficult to predict whether the Internet will prove
to be a viable commercial marketplace. We believe that our future success may
depend on our ability to significantly increase revenues which may require the
development and widespread acceptance of the Internet and online services as a
medium for commerce and advertising.

        The Internet may not prove to be a viable commercial marketplace because
of inadequate development of the necessary infrastructure, such as reliable
network backbones, or complementary services, such as high speed modems and
security procedures for financial transactions. Consumer concern over Internet
security has been, and could continue to be, a barrier to commercial activities
requiring consumers to send their credit card information over the Internet. The
Internet has experienced, and is expected to continue to experience, significant
growth in the number of users and amount of traffic. There can be no assurance
that the Internet infrastructure will continue to be able to support the demands
placed on it by sustained growth. In addition, the viability of the Internet may
prove uncertain due to delays in the development and adoption of new standards
and protocols, the inability to handle increased levels of Internet activity or
due to increased government regulation. If use of the Internet does not continue
to grow, or if the necessary Internet infrastructure or complementary services
are not developed to effectively support growth that may occur, our business,
result of operations and financial condition would be materially adversely
affected.

We face potential liability for the content delivered over our sites.

        While we intend to acquire all licenses and other rights necessary to
conduct our business without violating any copyrights, there can be no assurance
that we will be able to do so. Due to the nature of our business, we could
become involved in litigation regarding the music, video and other content
transmitted over our sites which could force us to incur significant legal
defense costs, could result in substantial damage awards against us and could
otherwise damage our brand name and reputation.

        In addition, because music materials may be downloaded from our sites
and may be subsequently distributed to others, claims could be made against us
for "pirating" and copyright or trademark infringement. Claims also could be
made against us if material deemed inappropriate for viewing by children is
accessed or accessible through our sites. While we carry insurance policies, our
insurance

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may not cover these types of claims or may not be otherwise adequate
to cover liability that may be imposed. Any partially or completely uninsured
claim against us, if successful and of sufficient magnitude, would have a
material adverse effect on us.

Government regulation may impact our operations.

        Notwithstanding the U.S. Supreme Court's decision upholding the
principle that the Constitutional protections relating to freedom of speech
extend to content delivered on the Internet, there are currently few laws or
regulations directly applicable to the Internet and the content thereon. As a
result of the increasing popularity and use of the Internet, it is possible that
laws and regulations covering user privacy, responsibility for content, service
pricing and quality and other issues may be adopted, modified, or changed. The
adoption of any such laws or regulations may limit the growth of the Internet,
which could in turn decrease the demand for our products and services and
increase our cost of doing business. Inasmuch as the applicability to the
Internet of the existing laws governing issues such as property ownership, libel
and personal privacy is uncertain, any such new legislation or regulation or the
application of existing laws and regulations to the Internet could have an
adverse effect on our business and prospects.

We are dependent on certain technology we deem proprietary and may not be able
to protect this technology or defend our right to use it.

        We regard our technology and various elements relating thereto as
proprietary. We have not determined whether we will attempt to protect our
technology with copyrights, trade secret laws, proprietary rights agreements,
internal nondisclosure agreements or other intellectual property safeguards.
Even if we do use such safeguards, they ultimately may not afford us complete
protection and we may not be able to prevent others from independently
developing know-how or accessing our know-how or software codes, concepts, ideas
and related documentation.

        Although we believe that our products do not violate the proprietary
rights of others, it is possible that infringement of existing or future
proprietary rights of others have occurred or may occur. If our products
infringe on the proprietary rights of others, we may be required to modify the
design of our products or obtain licenses from the owners of the proprietary
rights involved. In the event we are required to obtain any such license, there
can be no assurance that we will be able to do so in a timely manner, upon
acceptable terms and conditions or at all.

        There can be no assurance that we will have the financial or other
resources to enforce our proprietary rights or to defend a patent infringement
action against us.

Our growth may be difficult to manage.

        Growth of our business may place a significant strain on our management
systems and resources and may require us to implement new operational and
financial systems, procedures and controls. Our failure to manage our growth and
expansion could adversely affect our business, results of operations and
financial condition. Moreover, our present systems may not be adequate to
accommodate rapid growth in user demand. Our inability to add additional
hardware and software to upgrade our existing technology or network
infrastructure to accommodate increased traffic may cause decreased levels of
customer service and satisfaction. Failure to implement new systems effectively
or within a reasonable period of time could adversely affect our business,
results of operations and financial condition. We also intend to introduce
additional or enhanced features and services to retain current users and attract
new users to our web site. If we introduce a feature or a service that is not
favorably received, our current users may not use our web site as frequently and
we may not be successful in attracting new users. We also may experience
difficulties that could delay or prevent us from introducing new services and
features. Furthermore, these new services or features may contain errors that
are discovered only after they are introduced. We may need to significantly
modify the design of these services or features to correct errors. If users
encounter difficulty with or do not accept new services or features, our
business, results of operations and financial condition could be adversely
affected.

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It is important that we build awareness of our brand and business.

        Although we intend to devote increased amounts of capital to creating
and maintaining brand loyalty and raising awareness of our products and
services, our failure to advertise and market our products and services or brand
effectively could cause our business to suffer. Our success in promoting our
brand also will depend on our success in providing our customers high-quality
products and services and a high-level of customer satisfaction.

Our business could be significantly disrupted if our systems and the systems of
others prove not to be year 2000 compliant.

        We may realize exposure and risk if the systems on which we are
dependent to conduct our operations are not Year 2000 compliant. Because we are
largely dependent on our ability to conduct our operations through the Internet,
any significant disruption of this computer infrastructure caused by the Year
2000 problem could significantly interfere with our business operations. Our
potential areas of exposure include products purchased from third parties,
computers, software, telephone systems and other equipment used internally.
Although we have not experienced any disruptions in our operations due to Year
2000 issues, disruptions may occur in the future. If our efforts to address Year
2000 compliance issues turn out to be unsuccessful, or if vendors with whom we
conduct business unsuccessfully addressed such issues, our business, operating
results and financial position could be materially and adversely affected.

We are dependent on key personnel and need to hire and retain other talented
employees.

        Our success is dependent, in part, on the personal efforts of Steven
Chrust, our Chairman of the Board, and Thomas Kidrin, our Chief Executive
Officer, and other key personnel. We have a consulting agreement with Mr.
Chrust's consulting company which has a term through April 2002, but this
agreement does not require Mr. Chrust to devote any specified amount of time
with respect to our company. We currently have no employment agreement with Mr.
Kidrin, although, we maintain "key-man " insurance on his life in the amount of
$1,000,000. The loss of either Mr. Chrust's or Mr. Kidrin's services could have
a material adverse effect on our business and prospects. Our success is also
dependent upon our ability to hire and retain additional qualified management,
marketing, technical, financial, and other personnel. We do not currently have a
Chief Financial Officer or other personnel to fill key management and marketing
positions. Competition for qualified personnel is intense and we may not be able
to hire or retain additional qualified personnel. Any inability to attract and
retain qualified management and other personnel would have a material adverse
effect on our business and operations.

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

        While we currently have approximately 17,700,000 shares of common stock
outstanding, we are authorized to issue up to 65,000,000 shares. Therefore, we
will be able to issue a substantial number of additional shares without
obtaining shareholder approval. 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 the our company.

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

        Our executive officers, directors and principal shareholders own a
significant portion of the outstanding shares of common stock. Accordingly,
these persons, acting together, will be able to influence the election of our
directors and thereby influence or direct our policies. Further, two directors
and a principal shareholder have agreed to vote all of their shares for the
election of Mr. Steven Chrust, our Chairman of the Board, as a director through
April 2002.

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.

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The market price of our common stock is very volatile.

        The price of our common stock historically has been subject to wide
price fluctuations. In addition, the daily volume of our shares traded on the
OTC Bulletin Board has been relatively small. Therefore, our shareholders may
not always be able to sell their shares of common stock at the time they want or
at the most advantageous price.

We are subject to "penny stock " regulations.

        Broker-dealer practices in connection with transactions in "penny stocks
"are regulated by certain penny stock rules adopted by the SEC. Penny stocks
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq system). 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 may 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. We intend to apply
for inclusion of our securities in the Nasdaq Stock Market as soon as we meet
the applicable requirements. We may not meet such requirements in the near
future or at any time.

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

        There are outstanding options and warrants to purchase an aggregate of
approximately 3,975,000 shares of our common stock and more options will be
granted in the future under our employee benefit plans. Substantially all of the
shares of common stock underlying such securities are or will be registered for
resale under the Securities Act. The exercise or conversion of outstanding stock
options, warrants or other convertible securities will dilute the percentage
ownership of our other stockholders. In addition, any sales in the public market
of shares of our common stock issuable upon the exercise or conversion of such
stock options or warrants, or the perception that such sales could occur, may
adversely affect the prevailing market price of our common stock.

The sale of a substantial number of shares of our common stock in the public
market could adversely affect the market price of our common stock.

        Substantially all of our currently outstanding shares of common stock
have been registered for sale under the Securities Act, are eligible for sale
under an exemption from the registration requirements or are subject to
registration rights pursuant to which holders may require Worlds to register
such shares in the future. Sales or the expectation of sales of a substantial
number of shares of our common stock in the public market could adversely affect
the prevailing market price of our common stock.

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