Exhibit 31.1

                                  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.

                                                     /S/ SEAN DESON
                                                     ---------------------------
                                                     SEAN DESON
                                                     CHIEF EXECUTIVE OFFICER AND
                                                     CHIEF FINANCIAL OFFICER

DATED: MARCH 29, 2004