EXHIBIT 31

                                  CERTIFICATION

I, SEAN DESON, certify that:

1.       I have reviewed this report on Form 10K-SB of ACTIVEWORLDS CORP.;

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

4.       I am responsible for establishing and maintaining disclosure controls
         and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
         the registrant and have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made know to us by
                  others within those entities, particularly during the period
                  in which this report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this report (the "Evaluation Date"); and

         c)       presented in this report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       I have disclosed, based on our most recent evaluation, to the
         registrant's auditors and the audit committee of registrant's board of
         directors (or persons performing the equivalent function);

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       I have indicated in this report whether or not there were significant
         changes in internal controls or in other factors that could
         significantly affect internal controls or in other factors that could
         significantly affect internal controls subsequent to the date or our
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.

DATED:  MARCH 31, 2006                     /S/ SEAN DESON
                                           ---------------------------------
                                           SEAN DESON
                                           CHIEF EXECUTIVE OFFICER AND
                                           CHIEF FINANCIAL OFFICER
                                           (PRINCIPAL EXECUTIVE OFFICER AND
                                           PRINCIPAL FINANCIAL OFFICER)