**EXHIBIT 31.2	**Certifications

 

I, ChristopherRyan, certify that

 

1. I have reviewedthis quarterly report on Form 10-Q of Worlds Inc.;

 

2. Based onmy knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect tothe period covered by this report;

 

3. Based onmy knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presentedin this report;

 

4. The registrant'sother certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designedsuch 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 consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;

 

b) Designedsuch internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles; 

  

c) Evaluatedthe effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;and

 

d) Disclosedin this report any change in the registrant's internal control over financial reporting that occurred during the registrant'smost recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internalcontrol over financial reporting; and

 

5. The registrant'sother certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing theequivalent functions):

 

a) all significantdeficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’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 registrant’s internalcontrols over financial reporting.

 

Date: May 11,2011

 

/s/ ChristopherRyan

Christopher Ryan

Chief Financial Officer