UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-K/A


(Amendment
No. 1)





x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGEACT
      OF 1934For
      the fiscal year ended: December 31, 2009or ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGEACT
      OF 1934For
      the transition period from: _____________ to
  _____________







KINGOLD
JEWELRY, INC.


(Exact
name of registrant as specified in its charter)







Delaware
              001-15819
              13-3883101(State
      or Other Jurisdiction
              (Commission
              (I.R.S.
      Employerof
      Incorporation or Organization)
              File
      Number)
              Identification
      No.)





40
Wall Street


58th
Floor


New York, NY
10170


(Address
of Principal Executive Office) (Zip Code)




(212)
661-6800


Registrant’s
telephone number, including area code)





ACTIVEWORLDS
CORP.


40
Wall Street


58th
Floor


New
York, NY 10170





(Former
name or former address, if changed since last report)







Securities
registered pursuant to Section 12(b) of the Act:





Title
      of each class
              
              Name
      of each exchange on which registered





Securities
registered pursuant to Section 12(g) of the Act:





Common
Stock


(Title of
Class)







Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


 ̈ Yes x No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


 ̈ Yes x No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. x Yes  ̈ No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.


o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.





Large
      accelerated filer
               ̈
              
              
              Accelerated
      filer
               ̈Non-accelerated
      filer
               ̈
              
              
              Smaller
      reporting company
              x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).


 ̈ Yes x No





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.  $133,448.





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. 88,532,777 shares as of March 31,
2010.





APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.


 ̈ Yes  ̈ No





DOCUMENTS
INCORPORATED BY REFERENCE





Explanatory
Note





Kingold
Jewelry, Inc. (which may be referred to herein as we, us or the Company) is
filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal
year ended December 31, 2009 (the “Annual Report”) to replace Item 9A(T) with a
revised Item 9A(T).  In addition, in connection with the filing of
this Form 10-K/A and pursuant to Rule 12b-15 under the Securities Exchange Act
of 1934 (the “Exchange Act”), we are including certain currently dated
Certifications.  The remainder of the Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 31, 2010 remains unchanged
and this Form 10-K/A should be read in conjunction with the Form
10-K.




PART II




Item 9A(T) Controls
and Procedures.





Evaluation
of Effectiveness of Disclosure Controls and Procedures





We
carried out an evaluation required by Rule 13a-15(b) of the Securities Exchange
Act of 1934 under the supervision and with the participation of our chief
executive officer and chief financial officer of the effectiveness of the design
and operation of our “disclosure controls and procedures” as of the end of the
period covered by this Report.





Disclosure
controls and procedures are designed with the objective of ensuring that
(i) information required to be disclosed in an issuer’s reports filed under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms and
(ii) information is accumulated and communicated to management, including
our Principal Executive Officer and Principal Financial Officer, as
appropriate to allow timely decisions regarding required
disclosures.





The
evaluation of our disclosure controls and procedures included a review of our
objectives and processes and effect on the information generated for use in this
Report. This type of evaluation will be done quarterly so that the conclusions
concerning the effectiveness of these controls can be reported in our periodic
reports filed with the SEC. We intend to maintain these controls as processes
that may be appropriately modified as circumstances warrant.  Based on
their evaluation, our chief executive officer and chief financial officer have
concluded that our disclosure controls and procedures are
effective.





Management’s
Report on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f).  Under the supervision and with the participation of our
management, consisting of one person who serves as our Principal Executive
Officer and Principal Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting as of December
31, 2009, based on the criteria set forth in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.  Based on our evaluation under that criteria, our management
concluded that our internal control over financial reporting was effective as of
December 31, 2009.


2


This
Annual Report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting.  We were not required to have, nor have we engaged our
independent registered public accounting firm to perform, an audit on our
internal control over financial reporting pursuant to the rules of the
Securities and Exchange Commission that permit us to provide only management’s
report in this Annual Report.





Changes
in Internal Control Over Financial Reporting





There
were no changes in our internal control over financial reporting during the
fourth quarter of fiscal 2009 that have materially affected, or are reasonably
likely to material affect, our internal control over financial
reporting.




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





Date:
July 28, 2010




Kingold
      Jewelry, Inc.By:
              /s/ Jia Zhi HongJia
      Zhi HongChairman
      and Chief Executive
Officer


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