**EXHIBIT 31.2**

Certifications

 

I, Christopher J. Ryan, certifythat:

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

2. Based on my knowledge, thisreport 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 financialstatements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifyingofficer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f) for the registrant and have: 

a) Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared; 

b) Designed such internal controlover financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; 

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

d) Disclosed in this reportany 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 likelyto materially affect, the registrant's internal control over financial reporting; and 

5. The registrant's other certifyingofficer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant'sauditors 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, whether or not material,that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: March 31, 2014

***/s/ Christopher J. Ryan***

Christopher J. Ryan

Principal Accounting and FinancialOfficer