EXHIBIT
31.2                                           Certifications
 
 I,
Christopher Ryan, Chief Financial Officer of Worlds.com Inc. certify
that:
 
 1. I have
reviewed this quarterly report on Form 10-Q of Worlds.com Inc. (the
"Company");
 
 2. Based
on my knowledge, the 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 Company as of, and for,
the periods presented in this report;
 
 4. The
registrants 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-15(f) and 15d-15(f)) for the
registrant and have:
 
 a) Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant , including its 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 principles;
 
 c) Evaluated
the effectiveness of the registrant's disclosure controls and procedures, and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
 
 d) Disclosed
in this report any change in the  registrant's internal control over
financial reporting that occurred during the  registrant's most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the  registrant's internal control over financial reporting;
and
 
 5.
The  registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal controls over financial reporting, to
the  registrant's auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
 
 a) all
significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting  which  are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial data; and
 
 b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls over financial
accounting.
 
 Date:
Noivember 11, 2009
 
 /s/ Christopher
Ryan
 Christopher
Ryan