<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

               For the Quarterly Period Ended: September 30, 2001

                                       or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

            For the Transition Period From __________ to __________.

                        Commission File Number: 001-15819

                               ACTIVEWORLDS CORP.
             (Exact name of registrant as specified in its charter)

               DELAWARE                               13-3883101
      (State or other jurisdiction         (IRS Employer Identification No.)
    of incorporation or organization)

               95 PARKER STREET, NEWBURYPORT, MASSACHUSETTS 01950
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (978) 499-0222.


                   (Former Name, if Changed Since Last Report)

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. Yes [X] No [ ]


         As of September 28, 2001, there were outstanding 8,600,088 shares of
Common Stock, par value $.001, of the registrant.


<PAGE>


                               ACTIVEWORLDS CORP.
               SEPTEMBER 30, 2001 QUARTERLY REPORT ON FORM 10-QSB

                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION

                                                                     Page Number
Item 1.  Financial Statements
         Consolidated Balance Sheet as of September 30, 2001
              and December 31, 2000............................................4
         Consolidated Statement of Operations
              for the nine months ended September 30, 2001 and 2000............5
         Consolidated Statement of Cash Flows
              for the nine months ended September 30, 2001 and 2000............6
         Notes to Consolidated Financial Statements............................7
Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations.......................................10

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings....................................................13

Item 5.  Other Information....................................................13

Item 6.  Exhibits and Reports on Form 8-k.....................................13

         Signatures...........................................................14



<PAGE>


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Quarterly Report on Form 10-QSB contains forward-looking
statements as defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance and underlying assumptions and
other statements, which are other than statements of historical facts. These
statements are subject to uncertainties and risks including, but not limited to,
product and service demand and acceptance, changes in technology, economic
conditions, the impact of competition and pricing, government regulation, and
other risks defined in this document and in statements filed from time to time
with the Securities and Exchange Commission. All such forward-looking statements
are expressly qualified by these cautionary statements and any other cautionary
statements that may accompany the forward-looking statements. In addition,
Activeworlds Corp. disclaims any obligations to update any forward-looking
statements to reflect events or circumstances after the date hereof.



<PAGE>

PART I -  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                           Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                                                                   September 30,   December 31,
                                                                                        2001           2000 *
                                                                                   ------------    -----------
                                                                                   (Unaudited)
<S>                                                                                 <C>            <C>
                                     Assets
Current assets
    Cash                                                                            $ 2,249,411    $ 3,491,818
    Accounts receivable, trade - net of allowance for doubtful accounts
     of $5,000 and $5,000                                                                14,953        139,500
    Contracts in progress in excess of billings                                            --          308,737
    Prepaid expenses                                                                     25,857         80,667
    Advances to officer/employees                                                        12,490         11,551
    Prepaid marketing                                                                    84,105        223,450
                                                                                    -----------    -----------
              Total current assets                                                    2,386,816      4,255,723
                                                                                    -----------    -----------

Property and equipment
    Leasehold improvements                                                               27,334         27,334
    Equipment and fixtures                                                              349,140        297,187
                                                                                    -----------    -----------
                                                                                        376,474        324,521
    Less: accumulated depreciation and amortization                                     124,820         72,558
                                                                                    -----------    -----------
              Property and equipment, net                                               251,654        251,963
                                                                                    -----------    -----------
Investments                                                                              65,300           --
                                                                                    -----------    -----------

              Total assets                                                          $ 2,703,770    $ 4,507,686
                                                                                    -----------    -----------

                      Liabilities and Stockholders' Equity
Current liabilities
    Current portion - capital lease                                                 $     4,269    $     9,900
    Accounts payable                                                                     16,564         52,382
    Accrued liabilities                                                                  40,514         66,705
    Deferred revenue                                                                    168,684        135,726
                                                                                    -----------    -----------
              Total current liabilities                                                 230,031        264,713

Capital lease, net of current portion                                                      --            1,951

Commitments and contingencies
                                                                                    -----------    -----------

              Total liabilities                                                         230,031        266,664
                                                                                    -----------    -----------

Stockholders' equity
    Preferred stock, $.001 par value, 500,000 shares authorized, no shares issued
      or outstanding                                                                       --             --
    Common stock, $.001 par value, 50,000,000 shares authorized, 8,515,235 shares
      issued and outstanding                                                              8,515          8,515
    Additional paid-in capital                                                        6,306,494      6,292,994
    Note receivable for shares issued                                                    (6,500)        (6,500)
    Accumulated deficit                                                              (3,650,897)    (1,935,584)
    Treasury stock                                                                     (118,403)      (118,403)
    Accumulated other comprehensive income (loss)                                       (65,470)          --
                                                                                    -----------    -----------
              Total stockholders' equity                                              2,473,739      4,241,022
                                                                                    -----------    -----------

              Total liabilities and stockholders' equity                            $ 2,703,770    $ 4,507,686
                                                                                    -----------    -----------
</TABLE>

*Derived from audited financial statements

See notes to consolidated financial statements

<PAGE>

                               ACTIVEWORLDS CORP.

                      Consolidated Statement of Operations


<TABLE>
<CAPTION>
                                                 Three Months Ended           Nine Months Ended
                                                    September 30                 September 30
                                            --------------------------    --------------------------
                                                                                            2000
                                                2001           2000           2001       (Restated)
                                            -----------    -----------    -----------    -----------
                                                    (Unaudited)                   (Unaudited)
<S>                                         <C>            <C>            <C>            <C>
Revenues                                    $   115,482    $   422,475    $   398,152    $ 1,113,436
                                            -----------    -----------    -----------    -----------

Operating expenses
    Selling, general and administrative
      expenses                                  537,664        438,525      1,967,131        973,518
    Research and development expenses            99,756         79,531        217,009        168,284
                                            -----------    -----------    -----------    -----------
              Total operating expenses          637,420        518,056      2,184,140      1,141,802
                                            -----------    -----------    -----------    -----------

    Loss from operations                       (521,938)       (95,581)    (1,805,988)       (28,366)

Interest income                                  19,169         58,580         90,675         98,950
                                            -----------    -----------    -----------    -----------
    Income (loss) before (provision for)
      benefit from income taxes                (502,769)       (37,001)    (1,715,313)        70,584

(Provision for) benefit from income taxes          --             --             --             --
                                            -----------    -----------    -----------    -----------

    Net income (loss)                          (502,769)       (37,001)    (1,715,313)        70,584

Other comprehensive income (loss) -
    unrealized (losses) on securities           (65,470)          --          (65,470)          --
                                            -----------    -----------    -----------    -----------

    Comprehensive income (loss)             $  (568,239)   $   (37,001)   $(1,780,783)   $    70,584
                                            -----------    -----------    -----------    -----------

Earnings (loss) per share of common stock
    Basic                                   $     (.059)   $     (.004)   $     (.201)   $      .009
                                            -----------    -----------    -----------    -----------
    Diluted                                                                              $      .009
                                                                                         -----------
</TABLE>

See notes to consolidated financial statements

<PAGE>

                               ACTIVEWORLDS CORP.

                      Consolidated Statement of Cash Flows


<TABLE>
<CAPTION>
                                                                                   Nine Months Ended
                                                                                      September 30
                                                                               --------------------------
                                                                                                 2000
                                                                                  2001        (Restated)
                                                                               -----------    -----------
                                                                                       (Unaudited)
<S>                                                                            <C>            <C>
Operating activities
    Net income (loss)                                                          $(1,715,313)   $    70,584
    Adjustment to reconcile net income (loss) to net cash used in
       operating activities
       Depreciation and amortization                                                52,262         33,242
       Contract billing adjustment                                                 216,880           --
       Change in estimate of allowance for doubtful accounts                          --          (15,000)
       Options issued for compensation and services                                 13,500           --
       Contracts in progress in excess of billings                                  91,857       (123,756)
       Changes in operating assets and liabilities which provided (used)
          Accounts receivable                                                       (6,223)      (165,605)
          Advances to officer/employees                                               (939)        (1,500)
          Prepaid expenses                                                         194,155          4,766
          Accounts payable                                                         (35,818)       (67,385)
          Accrued liabilities                                                      (26,191)        (4,264)
          Deferred revenue                                                          32,958       (147,344)
                                                                               -----------    -----------
              Net cash used in operating activities                             (1,182,872)      (416,262)
                                                                               -----------    -----------

Investing activities
    Purchases of equipment and leasehold improvements                              (51,952)      (155,070)
                                                                               -----------    -----------
              Net cash used in investing activities                                (51,952)      (155,070)
                                                                               -----------    -----------

Financing activities
    Payments on capital lease obligation                                            (7,583)        (7,111)
    Proceeds from sale of stock - net                                                 --        4,281,939
    Purchase of Treasury stock                                                        --          (83,115)
                                                                               -----------    -----------
              Net cash provided by (used in) financing activities                   (7,583)     4,191,713
                                                                               -----------    -----------

Net increase (decrease) in cash                                                 (1,242,407)     3,620,381
Cash at beginning of period                                                      3,491,818        481,408
                                                                               -----------    -----------

              Cash at end of period                                            $ 2,249,411    $ 4,101,789
                                                                               -----------    -----------

Supplemental disclosure information
    Cash paid for interest during the period                                   $       356    $       695
                                                                               -----------    -----------
    Cash paid for income taxes during the period                               $      --      $      --
                                                                               -----------    -----------
    Supplemental schedule of non cash investing and financing activities
       Value of stock options issued for services relating to offering costs   $      --      $     6,250
                                                                               -----------    -----------
       Deferred offering costs charged against additional paid-in capital      $      --      $   238,599
                                                                               -----------    -----------
       Common stock received in lieu of cash on contracts receivable           $   130,770    $      --
                                                                               -----------    -----------
</TABLE>

See notes to consolidated financial statements

<PAGE>

Note 1 -      Basis of presentation

              The accompanying 2001 and 2000 unaudited interim consolidated
              financial statements included herein have been prepared by
              Activeworlds Corp. (the "Company") without audit, pursuant to the
              rules and regulations of the Securities and Exchange Commission
              (the "SEC"). Certain information and footnote disclosures normally
              included in financial statements prepared in accordance with
              accounting principles generally accepted in the United States of
              America have been condensed or omitted pursuant to such rules and
              regulations. However, the Company believes that the disclosures
              are adequate to prevent the information presented from being
              misleading. These financial statements should be read in
              conjunction with the financial statements and the notes thereto
              included in the Company's Form 10-KSB, which contains financial
              information for the years ended December 31, 2000 and 1999.

              The information provided in these financial statements reflects
              all adjustments (consisting solely of normal recurring accruals)
              that are, in the opinion of management, necessary to present
              fairly the results of operations for this period. The results for
              this period are not necessarily indicative of the results to be
              expected for the full year.

              The consolidated financial statements include the accounts of the
              Company and its wholly-owned subsidiary.

              Comprehensive income (loss) is the change in a company's equity
              during the year excluding capital transactions and dividends. For
              Activeworlds Corp., comprehensive income (loss) consists of net
              income or loss plus unrealized gains and losses on investments in
              securities classified as available for sale.

              All share and per share information in the consolidated financial
              statements reflect the two-for-three reverse stock split which
              became effective on April 10, 2000.

Note 2 -      Change in estimate

              During the nine months ended September 30, 2000, the Company
              reduced its estimate of the allowance for doubtful accounts by
              $15,000 due to improved collections. The effect of this change was
              to increase income for the nine months ended September 30, 2000 by
              $15,000 ($.002 per share).

Note 3 -      Deferred revenue

         Deferred revenue consists of the following:

                                                     September 30,  December 31,
                                                         2001          2000
                                                       --------      --------
                                                     (Unaudited)

                    Deferred memberships               $ 68,672      $ 74,757
                    Advances on royalties                25,227        25,227
                    Deferred licenses                    74,785        35,742
                                                       --------      --------

                                                       $168,684      $135,726
                                                       --------      --------

                                       5
<PAGE>

Note 4 -      Income taxes

              At September 30, 2001, the Company has a net operating loss
              carryforward of approximately $3,125,960 that may be used to
              offset future taxable income.

              An allowance has been established for the full amount of gross
              deferred tax asset due to the uncertainty of utilizing the
              deferred taxes in the future.

Note 5 -     Earnings (loss) per share of common stock

         The number of shares on which the basic earnings (loss) per share of
common stock has been calculated is as follows:

                              Periods                       Weighted Average
                  Three Months Ended September 30,          Number of Shares
                  --------------------------------          ----------------
                            (Unaudited)

                                2001                            8,515,235

                                2000                            8,593,725


                                                            Weighted Average
                   Nine Months Ended September 30,          Number of Shares
                   -------------------------------          ----------------
                            (Unaudited)

                                2001                            8,515,235

                                2000                            7,608,544

         The diluted earnings (loss) per share of common stock for the nine
months ended September 30, 2000 has been calculated using 7,996,937 weighted
average number of shares. Diluted earnings (loss) per share of common stock has
not been presented for the three and six months ended September 30, 2001 and
three months ended September 30, 2000 since the effect of including the stock
options and warrants outstanding would be antidilutive.

Note 6 -      Long-term contracts

In 1999, the Company entered into a significant long-term contract. Revenue from
the contract was recognized as the phases were accepted by the customer. At
December 31, 1999, the Company had not completed a phase under the contract and
contract payments received were recognized as deferred revenue. At December 31,
2000, as the contract developed and more reliable estimates were available, the
percentage-of-completion method of accounting was determined to be the
preferable method of accounting for long-term contracts. Under the
percentage-of-completion method of accounting, costs and estimated gross margins
are recorded as revenue as work is performed based on the percentage that
incurred costs bear to estimated total costs utilizing the most recent estimates
of costs. Billings on the contracts are recorded as advance billings on the
contract until the contract is substantially completed. As of September 30, 2001
and December 31, 2000, costs and estimated gross margin on the contract in
excess of advanced billings was $-0- and $308,737, respectively.

The consolidated statements of operations and cash flows for the nine months
ended September 30, 2000 have been restated to reflect the adoption of the
percentage-of-completion method of accounting.



                                       6
<PAGE>


Note 7 -      Debt forgiveness

The Company and their former legal counsel have agreed to an adjustment for
their professional services in the amount of $57,340. The services were provided
in the first quarter of 2001.

Note 8 -      Contract in progress adjustment

         In May 2001, the Company agreed to take 9,800,000 shares of common
stock of its largest contractor in full and final payment on the work completed
to date on the contract. The effect of the settlement under the contract has
resulted in an adjustment to contracts in progress in excess of billings of
$216,880. During the three months ended September 30, 2001 the fair market value
of the investment decreased by approximately $65,470. Accordingly, the value of
the investment has been adjusted to $65,300.


                                       7
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         The following discussion and analysis should be read in conjunction
with our Financial Statements and Notes thereto and other financial information
included elsewhere in this Form 10-QSB. This discussion contains forward-looking
statements that involve risks and uncertainties. Our actual results may differ
materially from those anticipated in these forward-looking statements as a
result of a number of factors, including those discussed elsewhere in this
report.

OVERVIEW

         Activeworlds Corp. is a provider of Internet software products and
services that enable the efficient delivery of three-dimensional content over
the Internet and intranets. Our comprehensive software platform is comprised of
proprietary three-dimensional server software, browser, and authoring tools.
Using our Active Worlds technology, users are able to create objects and
structures in virtual worlds which other users can see and explore in real time.
We believe that the emergence of the Internet as a global communications medium
has increased the demand for efficient delivery of rich multimedia and
three-dimensional content.

         Our goals are to be the leader in three-dimensional Internet
environments and interactive communication and to position our software platform
as a standard for the delivery of three-dimensional content over the Internet.
In furtherance of these goals, we have chosen to offer our three-dimensional
browser to users free of charge to promote the use our software platform. There
have been over 1.5 million downloads of the Active Worlds browser.

         We believe that by continually enhancing our technology, developing new
applications for the three-dimensional Internet market and entering into
strategic partnerships, we will be able to achieve our goals. We believe that
three-dimensional Internet applications provide enhanced richness that will be
of interest to users developing Internet-based advertising, distance learning,
training, entertainment, e-commerce, leisure time and chat applications and
other on-line activities. As three-dimensional Internet technology becomes more
accepted, we believe that a market will develop for our technology in these
areas.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTMEBER 30, 2001 AS COMPARED WITH THREE MONTHS ENDED
SEPTEMBER 30, 2000

         Our principal source of revenue to date has been from the license of
our uniservers and galaxervers and from development projects for our customers.
We also generate revenue from the annual $19.95 registration fee, which is paid
by our users who become citizens, and from technical support services which we
offer to our licensees. Revenue from advertising has been nominal. We recognize
revenue from licenses and membership fees ratably over the periods the
memberships and licenses are in effect.

         Revenue for the three months ended September 30, 2001 declined
approximately 73%, to $115,482 from $422,475 for the three months ended
September 30, 2000. This decrease resulted from a decrease in licensing of our
uniservers and galaxervers, and a decrease in recurring revenue from our citizen
registration fees. In addition, we have not performed any substantial additional
work on the third phase of our contract with 3D-Global (formerly Advanced
Shopping Centre Management Pty Limited). 3D-Global is in the process of securing
companies to participate in the 3D mall developed under the contract. This
process has not generated any substantial clients to date. We have agreed to
take 9,800,000 shares of 3D-Global stock in full and final payment for work
completed to date on the contract. The effect of the contract settlement
resulted in an adjustment to contracts in progress in excess of billings of
$216,880. 3D-Global stock currently trades on the Australian Stock exchange
under the symbol TBL. We received the stock in July of 2001.


                                       8
<PAGE>

         Our selling, general and administrative expenses in the three months
ended September 30, 2001 increased approximately 23% to $537,664 from $438,525
for the same period in 2000. Between this period in 2000 and 2001, we hired
additional staff, and increased marketing activities.

         Research and development expenses in the three months ended September
30, 2001 increased 25% to $99,756 from $79,531 for the same period in 2000. This
increase reflects a general increase in our research and development efforts.

         As a result of the foregoing, we sustained a net loss of $502,769, or
$(.059) per share (basic), for the three months ended September 30, 2001, as
compared with net loss of $37,001, or a basic earnings per share of $(.004) for
the same period in 2000. Diluted earnings (loss) per share of common stock has
not been presented for the three months ended September 30, 2001 and September
30, 2000 since the effect of including the stock options and warrants
outstanding would be antidilutive.

NINE MONTHS ENDED SEPTEMBER 30, 2001 AS COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 2000

         Revenue for the nine months ended September 30, 2001 declined
approximately 64%, to $398,152 from $1,113,436 for the nine months ended
September 30, 2000. This decrease resulted from a decrease in licensing of our
uniservers and galaxervers, a decrease in recurring revenue from our citizen
registration fees and a decrease in work performed for 3D-Global.

         Our selling, general and administrative expenses in the nine months
ended September 30, 2001 increased approximately 102% to $1,967,131 from
$973,518 for the same period in 2000. Between this period in 2000 and 2001, we
hired additional staff, and increased marketing activities. Additionally, an
adjustment to contracts in progress as discussed above is included in the nine
months ended September 30, 2001 general and administrative expenses.

         Research and development expenses in the nine months ended September
30, 2001 increased approximately 29% to $217,009 from $168,284 for the same
period in 2000. This increase reflects a general increase in our research and
development efforts.

         As a result of the foregoing, we sustained a net loss of $1,715,313 or
$(.201) per share (basic), for the nine months ended September 30, 2001, as
compared with net profit of $70,584 or a basic and dilutive earnings per share
of $.009 for the same period in 2000. Diluted earnings (loss) per share of
common stock has not been presented for the nine months ended September 30, 2001
since the effect of including the stock options and warrants outstanding would
be antidilutive.

LIQUIDITY AND CAPITAL RESOURCES

       At September 30, 2001, we had working capital of $2,156,785 as compared
to working capital of $3,991,010 at December 31, 2000. The working capital
reflected the remaining cash from our May 2000 public offering, from which we
received aggregate net proceeds of approximately $4.8 million. We have no credit
facility. Our cash balances represent substantially our only current asset. At
September 30, 2001, our accounts receivable were $14,953. At September 30, 2001,
our working capital was sufficient to meet our near cash requirements for the
next twelve months.

         We have a net operating loss carry forward in the amount of
approximately $3,125,960 as of September 30, 2001, which may be used to reduce
our income taxes in the future if we recognize a profit. We cannot assure you we
will make a profit.


                                       9
<PAGE>

         To the extent that our strategic partnership program is not successful
and these expenses exceed our expectations and we are unable to generate cash
flow from our operations, we may require additional funding during the next
twelve months. We may not be able to obtain financing when we require it, and
any financing may be offered on terms which are unacceptable to us and may
result in substantial dilution to our stockholders. If we are unable to raise
needed funds, we may have to reduce the scope or our marketing and development
activities, which would have a material adverse effect upon our business and
financial condition.

         We may also acquire other businesses or software, including other
companies that would help us expand our business in the area of the
three-dimensional Internet environments. However, we may acquire companies or
businesses in other industries if we are unable to develop our present business.
To the extent that we make any acquisition, we may require additional funds to
be used for the purchase price in the acquisitions, to integrate the acquired
business with our existing business and to fund the operations of the combined
businesses. In addition, we may incur expenses negotiating acquisitions which
are not consummated.

         Recent Accounting Pronouncements

         In June 1998, the Financial Accounting Standards Board (FASB) issued
Accounting for Derivatives and Hedging Activities (SFAS 133) which establishes
accounting and reporting standards for derivative instruments, including
derivative instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities. SFAS No. 133 (as amended by SFAS 138)
is effective for all fiscal quarters of fiscal years beginning after January 1,
2001 (as required by SFAS No. 137 Deferral of the Effective date of SFAS 133).
Todate, we have not engaged in or do we plan to engage in derivative or hedging
activities, accordingly the adoption of SFAS 133 did not have a material effect
on our consolidated financial statements.

         In June 2001 the FASB issued SFAS No. 141, Business Combinations, SFAS
No. 141 requires the purchase method of accounting for business combinations
initiated after June 30, 2001 and eliminates the pooling-of-interests method.

         In June 2001, the FASB issued SFAS No. 142, Goodwill and Other
Intangible Assets, which is effective for fiscal years beginning after March 15,
2001. SFAS No. 142 requires, among other things, the discontinuance of goodwill
amortization. In addition, the standard includes provisions upon adoption,
including reclassification of certain existing recognized intangibles as
goodwill, the reassessment of the useful lives of existing recognized
intangibles, the reclassification of certain intangibles out of previously
reported goodwill, and the testing for impairment of existing goodwill and other
intangibles. The adoption of SFAS No. 142 will not have an impact on our
consolidated financial statements since we do have any goodwill or other
intangibles.


                                       10
<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


         The Company is not involved in any material legal proceedings.


ITEM 5.  OTHER INFORMATION


         The Company changed its name from Activeworlds.com, Inc. to
Activeworlds Corp. on June 27, 2001.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.

         None.

(b)      Reports on Form 8-K.

         There were no reports filed on Form 8-K during the quarter ended
September 30, 2001.


                                       11
<PAGE>


SIGNATURES

         Pursuant to the requirements 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.




                                     ACTIVEWORLDS CORP.


Date: November 14, 2001              By: /s/ J. P. MCCORMICK
                                         ---------------------------------------
                                         J. P. McCormick,
                                         Chief Financial Officer