Exhibit
      14.1





CODE
      OF ETHICS




OF




WORLDS.COM
      INC.





I.Objectives





Worlds.com,
      Inc. (the “Company”) is committed to the highest level of ethical behavior. Our
      business success depends upon the reputation of the Company and its directors,
      officer and employees to perform with the highest level of integrity and
      principled business conduct.





This
      Code
      of Ethics (“Code”) applies to all of our directors, officers and employees,
      including our principal executive officer and principal financial officer,
      (collectively, the “Covered Persons”). This Code is designed to deter wrongdoing
      and to promote all of the following:





·
            honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships




·
            full,
                fair, accurate, timely, and understandable disclosure in reports
                and
                documents that we file with, or submit to, the Securities and Exchange
                Commission (the "Commission"), and in other public communications
                made by
                us;




·
            compliance
                with applicable governmental laws, rules and
                regulations;




·
            the
                prompt internal reporting to an appropriate person or persons identified
                herein for receiving violations of this Code;
                and




·
            accountability
                for adherence to this Code.





Each
      Covered Person must conduct himself or herself in accordance with this Code,
      and
      must seek to avoid even the appearance of improper behavior.





This
      Code
      is not intended to cover every applicable law, or to provide answers to all
      questions that might arise; for such, we rely on each person’s sense of what is
      right, including a sense of when it is appropriate to seek guidance from others
      on an appropriate course of conduct.





II.Honest
      And Ethical
      Conduct





Each
      Covered Person must always conduct himself or herself in an honest and ethical
      manner. Each Covered Person must act with the highest standards of personal
      and
      professional integrity and must not tolerate others who attempt to deceive
      or
      evade responsibility for their actions. Honest and ethical conduct must be
      a
      driving force in every decision made by a Covered Person while performing his
      or
      her duties for us. When in doubt as to whether an action is honest and ethical,
      each Covered Person shall seek advice from his or her immediate supervisor
      or
      senior management, as appropriate.





III.Conflicts
      Of
      Interest





The
      term
“conflict of interest” refers to any circumstance that would cast doubt on a
      Covered Person’s ability to act objectively when representing our interest.
      Covered Persons should not use their position or association with us for their
      own or their family’s personal gain, and should avoid situations in which their
      personal interests (or those of their family) conflict or overlap, or appear
      to
      conflict or overlap, with our best interests.





The
      following are examples of activities that give rise to a conflict of interest.
      These examples do not in any way limit the general scope of our policy regarding
      conflicts of interest.





·
            Where
                a Covered Person’s association with (or financial interest in) another
                person or entity would reasonably be expected to interfere with the
                Covered Person's independent judgment in our best interest, that
                association or financial interest creates a conflict of
                interest.




·
            The
                holding of a financial interest by a Covered Person in any present
                or
                potential competitor, customer, supplier, or contractor of ours creates
                a
                conflict of interest, except where the business or enterprise in
                which the
                Covered Person holds a financial interest is publicly owned, and
                the
                financial interest of the Covered Person in such public entity constitutes
                less than one percent (1%) of the ownership of that business or
                enterprise.




·
            The
                acceptance by a Covered Person of a membership on the board of directors,
                or serving as a consultant or advisor to any board or any management,
                of a
                business that is our present or potential competitor, customer, supplier,
                or contractor, creates a conflict of interest, unless such relationship
                is
                pre-approved in writing by our principal executive
                officer.




·
            Engaging
                in any transaction involving us, from which the Covered Person can
                benefit
                financially or otherwise, apart from the usual compensation received
                in
                the ordinary course of business, creates a conflict of interest.
                Such
                transactions include lending or borrowing money, guaranteeing debts,
                or
                accepting gifts, entertainment, or favors from a present or potential
                competitor, customer, supplier, or contractor of
                us.




·
            The
                use or disclosure of any unpublished information regarding us, obtained
                by
                a Covered Person in connection with his or her employment for personal
                benefit, creates a conflict of
                interest.





It
      is our
      policy and it is expected that all Covered Persons should endeavor to avoid
      all
      situations that present an actual or apparent conflict of interest. All actual
      or apparent conflicts of interest must be handled honestly and ethically. If
      a
      Covered Person suspects that he or she may have a conflict of interest, that
      Covered Person is required to report the situation to, and to seek guidance
      from, his or her immediate supervisor or senior management, as appropriate.
      For
      purposes of this Code, directors, the principal executive officer, and the
      principal financial officer shall report any such conflict or potential conflict
      situations to the chairman of the audit committee, if one be created, and in
      the
      absence of an audit committee, to the chairman of the board of directors. Our
      officers (other than the principal executive officer and principal financial
      officer) and employees shall report any such situations to their immediate
      supervisor. It is the responsibility of the audit committee chairman or the
      chairman of the board, as applicable, to determine if a conflict of interest
      exists or whether such situation is likely to impair the Covered Person’s
      ability to perform his or her assigned duties with us, and if such situation
      is
      determined to present a conflict, to determine the necessary
      resolution.





Loans
      are
      expressly prohibited from us to all directors and executive
      officers.





IV.Compliance
      With Applicable Laws,
      Rules And Regulations





Full
      compliance with the letter and the spirit of all applicable governmental laws,
      rules and regulations, and applicable rules and listing standards of any
      national securities exchange on which our securities may be listed, is one
      of
      the foundations on which this Company’s ethical policies are built. All of our
      directors and executive officers must understand and take responsibility for
      our
      compliance with the applicable governmental laws, rules and regulations of
      the
      cities, states and countries in which we operate, and for complying with the
      applicable rules and listing standards of any national securities exchange
      on
      which our securities may be listed.





V.Rules
      To Promote Full, Fair,
      Accurate, Timely and Understandable Disclosure





As
      a
      public company, we have a responsibility to report financial information to
      security holders so that they are provided with accurate information in all
      material respects about our financial condition and results of operations.
      It is
      our policy to fully and fairly disclose our financial condition in compliance
      with applicable accounting principles, laws, rules and regulations. Further,
      it
      is our policy to promote full, fair, accurate, timely and understandable
      disclosure in all Company reports required to be filed with or submitted to
      the
      Commission, as required by applicable laws, rules and regulations then in
      effect, and in other public communications made by us.





Covered
      Persons may be called upon to provide or prepare necessary information to ensure
      that the Company’s public reports are complete, fair and understandable. We
      expect Covered Persons to take this responsibility seriously and to provide
      accurate information related to our public disclosure requirements.





All
      of
      our books and records shall fully and fairly reflect all of our transactions
      in
      accordance with accounting principles generally accepted in the United States
      of
      America, and any other financial reporting or accounting regulations to which
      the Company is subject. No entries to our books and records shall be made or
      omitted to intentionally conceal or disguise the true nature of any transaction.
      Covered Persons shall maintain all of our books and records in accordance with
      our established disclosure controls and procedures and internal controls for
      financial reporting, as such controls may be amended from time to
      time.





All
      Covered Persons must report any questionable accounting or auditing matters
      that
      may come to their attention. This applies to all operating reports or records
      prepared for internal or external purposes, such as sales or backlog
      information. If any Covered Person has concerns or complaints regarding our
      questionable accounting or auditing matters, the Covered Person shall report
      such matters to his or her immediate supervisor. If the immediate supervisor
      is
      involved in the questionable accounting or auditing matter, or does not timely
      resolve the Covered Person’s concern, the Covered Person should submit their
      concerns to the principal executive officer or the principal financial officer.
      If the principal executive officer and the principal financial officer are
      involved in the questionable accounting or auditing matter, or do not timely
      resolve the Covered Person's concerns, the Covered Person should submit his
      or
      her concern directly to the audit committee, if one be established, or to the
      board of directors in the absence of a designated audit committee. The reporting
      of any such matters may be done on a confidential basis, at the election of
      the
      Covered Person making the report.





VI.Corporate
      Opportunities





Directors
      and employees are prohibited from taking for themselves opportunities that
      are
      discovered through the use of our property, information or position, or using
      our property, information or position for personal gain. Directors and employees
      have a duty to us to advance our legitimate interest when the opportunity to
      do
      so arises.





VII.Confidentiality





Directors
      and employees must maintain the confidentiality of non-public, proprietary
      information regarding us, our customers or our suppliers, and shall use that
      information only to further our business interests, except where disclosure
      or
      other use is authorized by us or legally mandated. This includes information
      disseminated to employees in an effort to keep them informed or in connection
      with their work activities, but with the instruction, confidential labeling,
      or
      reasonable expectation that the information be kept confidential.





VIII.Trading
      on Inside
      Information





Inside
      information includes any non-public information, whether favorable or
      unfavorable, that investors would generally consider important in making
      investment decisions. Examples include financial results not yet released,
      imminent regulatory approval/disapproval of an alliance or other significant
      matter such as the purchase or sale of a business unit or significant assets,
      threatened litigation, or other significant facts about our business. No
      information obtained as the result of employment, or a director’s service on the
      Board, may be used for personal profit or as the basis for a “tip” to others,
      unless such information is first made generally available to the
      public.





IX.Protection
      and Proper Use of Our
      Assets





Directors
      and employees should protect our assets and ensure their efficient use. Theft,
      carelessness and waste have an adverse impact on us and our profitability.
      Our
      assets may only be used for legitimate business purposes.





X.Intellectual
      Property





We
      expend
      a great deal of time, effort and money to protect our intellectual property.
      We
      are sensitive to issues regarding the improper use of our intellectual property
      and avoiding the improper use of intellectual property of others, including
      but
      not limited to copyrights, trademarks, trade secrets and patents. In fulfillment
      of our legal obligations with respect to intellectual property rights, we adhere
      to copyright laws, including the application of those laws to copyrighted work
      in print, video, music, computer software or other electronic formats. Employees
      must not make any unauthorized reproduction of any copyrighted
      work.





XI.Reporting
      Violations of the
      Code





Any
      Covered Person who becomes aware of any violation of this Code must promptly
      bring the violation to the attention of the appropriate party as follows:
      directors, our principal executive officer and the principal financial officer
      shall report on a confidential basis any violations to the chairman of the
      audit
      committee, if one be created, and in the absence of an audit committee, to
      our
      chairman of the board of directors; Our executive officers and employees shall
      report any violations to our principal executive officer or principal financial
      officer.





XII.Compliance
      with the
      Code





All
      issues of non-compliance with this Code will be reviewed and evaluated according
      to the circumstances and severity of the problem. Senior management will take
      such actions as it deems appropriate, which can include disciplinary action
      up
      to and including termination of employment, legal action, and other
      measures.





XIII.Waiver
      of the
      Code





Any
      waiver of this Code may be made only by the independent directors on the board
      of directors, or by an authorized committee of the board of directors comprised
      solely of independent directors, and will be disclosed as required by law,
      Commission regulations, or the rules and listing standards of any national
      securities exchange on which our securities may be listed.