**EXHIBIT 31.2	**Certifications

 

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

1. I have reviewed this annual report on Form 10-K ofWorlds Inc.;  

2. Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstancesunder 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 otherfinancial information included in this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrantand 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 relatingto the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe 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 assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles; 

c) Evaluated the effectiveness of the registrant's disclosurecontrols 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'sinternal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’sfourth 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 control over financial reporting, to the registrant's auditors and the audit committeeof registrant's board of directors (or persons performing the equivalent functions): 

a) all significant deficiencies andmaterial weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves managementor other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: March 2, 2011