EXHIBIT
31.2                                           
Certifications
 
 I,
Christopher J. Ryan, certify that:
 
 1. I have
reviewed this annual report on Form 10-Q of Worlds.com Inc. (the "small
business issuer");
  2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
  3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
  4. The
small business issuer's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-(15 (e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15f and 15d-15(f) for
the small business issuer and have:
  a) Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the small business issuer, including its consolidates
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
  b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting purposes;
 
 c) Evaluated
the effectiveness of the small business issuer's disclosure controls and
procedures, and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
  d) Disclosed
in this report any change in the small business issuer's internal control over
financial reporting that occurred during the small business issuer's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the small business issuer's internal control over financial
reporting; and
  5. The
small business issuer's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
small business issuer's auditors and the audit committee of small business
issuer's board of directors (or persons performing the equivalent
functions):
  a) all
significant deficiencies and material weaknesses in the design or operation of
internal controls which are reasonably likely to adversely affect the small
business issuer's ability to record, process, summarize and report financial
information; and
  b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Company's internal controls, (all of which do not
apply).
 
  Date:
November 14 , 2008
 
 
 /s/ Christopher J.
Ryan
 Christopher
J. Ryan, Chief Financial Officer