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 submits 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
 ·
              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 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 us create
                  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 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 Persons
        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 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, hawse 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, 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 its 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 its suppliers, and shall use that
        information only to further the business interests of us, 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 generally consider important in making investment
        decisions. Examples including 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 a business. No information obtained
        as the result of employment at, or a director’s service on the Board of, us 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.