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:  APRIL 7, 2005                    /S/ SEAN DESON
                                         -----------------------------------
                                         SEAN DESON
                                         CHIEF EXECUTIVE OFFICER AND
                                         CHIEF FINANCIAL OFFICER