**EXHIBIT 31.2	**Certifications

 

I,Christopher J. Ryan, Principal Accounting and Financial Officer, certify that:

1. I have reviewed this annualreport on Form 10-K of Worlds Inc.;  

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 statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered bythis report; 

3. Based on my knowledge,the financial statements, and other financial information included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in 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) Designed suchdisclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report is being prepared; 

b) Designed such internalcontrol 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 forexternal purposes in accordance with generally accepted accounting principles; 

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

d) Disclosed inthis report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 

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

a) all significant deficienciesand material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect theregistrant's ability to record, process, summarize and report financial information; and

b) any fraud, whetheror not material, that involves management or other employees who have a significant role in the registrant's internal controlover financial reporting.

 

Date: April 13, 2012

/s/Christopher J. Ryan

Christopher J. Ryan

Principal Accountingand Financial Officer