U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                               FORM 10-QSB/A NO. 2


                Quarterly Report Under Section 13 or 15(d) of the
                        Securities Exchange Act of 1934.


                 For the quarterly period ended: March 31, 2005
                          Commission File No. 001-15819


                               ACTIVEWORLDS CORP.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


            DELAWARE                                  513-3883101
 -------------------------------                 ---------------------
 (State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification Number)


                 40 Wall Street, 58th Floor, New York, NY 10005
                                 (212) 509-1700
                          (Address and telephone number
                         of principal executive offices)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

We had 5,317,116 shares of our common stock outstanding as of September 12,
2005.

Transitional Small Business Disclosure Format (check one): [X]  Yes   [ ]   No

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                           ------
<S>        <C>                                                                             <C>
                         PART I - FINANCIAL INFORMATION

ITEM 1.    Financial Statements

           Condensed Consolidated Balance Sheets
                as of March 31, 2005 (restated) (unaudited) and December 31, 2004            1

           Condensed Consolidated Statements of Income
                for the three ended March 31, 2005 and 2004 (restated) (unaudited)           2

           Condensed Consolidated Statements of Cash Flows
                for the three months ended March 31, 2005 and 2004 (restated) (unaudited)    3

           Notes to unaudited condensed consolidated interim financial statements          4 - 5

                           PART 2 - OTHER INFORMATION

ITEM 6.   Exhibits                                                                           6


</TABLE>

                                       i
<PAGE>

                                Explanatory Note

This Report has been amended to add Note 6 to our financial statements which
explains the error that we corrected in our first amendment to Form 10-QSB for
the quarter ended March 31, 2005.



                                       ii

<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS







<PAGE>

                               ACTIVEWORLDS CORP.

                        Consolidated Financial Statements
                             for three months ended
                                 March 31, 2005
                                   (Restated)
                                   (Unaudited)

<PAGE>

                               ACTIVEWORLDS CORP.

                           Consolidated Balance Sheet

<TABLE>
<CAPTION>

                                                                                        March 31,   December 31,
                                                                                         2005          2004*
                                                                                     -----------    -----------
                                                                                     (Restated)
                                                                                     (Unaudited)
<S>                                                                                  <C>            <C>
                                     Assets

Current assets
    Cash                                                                             $   339,837    $   346,823
    Investments                                                                           91,875         91,875
                                                                                     -----------    -----------
              Total current assets                                                       431,712        438,698
                                                                                     -----------    -----------
              Total assets                                                           $   431,712    $   438,698
                                                                                     -----------    -----------

                      Liabilities and Stockholders' Equity
Current liabilities
    Accounts payable                                                                 $     2,000    $     2,602
    Accrued liabilities                                                                   10,500          8,500
                                                                                     -----------    -----------
              Total current liabilities                                                   12,500         11,102
                                                                                     -----------    -----------
Commitments and contingencies

Stockholders' equity
    Preferred stock, $.001 par value, 500,000 shares authorized, no shares
      issued or outstanding                                                                   --             --
    Common stock, $.001 par value, 100,000,000 shares authorized,
      5,317,116 shares issued                                                              5,317          5,317
    Additional paid-in capital                                                         5,701,696      5,659,510
    Accumulated deficit                                                               (5,248,899)    (5,198,329)
    Accumulated other comprehensive income (loss)                                        (38,902)       (38,902)
                                                                                     -----------    -----------
              Total stockholders' equity                                                 419,212        427,596
                                                                                     -----------    -----------
              Total liabilities and stockholders' equity                             $   431,712    $   438,698
                                                                                     ===========    ===========

</TABLE>

------------
*Derived from audited financial statements


                 See notes to consolidated financial statements

                                       1

<PAGE>

                               ACTIVEWORLDS CORP.

                      Consolidated Statement of Operations



                                                          Three Months Ended
                                                               March 31
                                                          2005         2004
                                                        --------    --------
                                                       (Restated)
                                                            (Unaudited)

Revenues                                                $     --    $     --
                                                        --------    --------

Operating expenses
    Selling, general and administrative expenses          50,570      17,340
                                                        --------    --------
              Total operating expenses                    50,570      17,340
                                                        --------    --------
    Loss from operations                                 (50,570)    (17,340)
                                                        --------    --------
Loss before (provision for) benefit from income taxes    (50,570)    (17,340)
(Provision for) benefit from income taxes                     --          --
                                                        --------    --------
    Net loss                                            $(50,570)   $(17,340)
                                                        --------    --------
Net (loss) per share of common stock
    Basic                                               $  (.010)   $  (.003)
                                                        --------    --------





                 See notes to consolidated financial statements

                                        2
<PAGE>


                               ACTIVEWORLDS CORP.

                      Consolidated Statement of Cash Flows


<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                                          March 31
                                                                                     2005         2004
                                                                                  ---------    ---------
                                                                                  (Restated)
                                                                                        (Unaudited)
<S>                                                                               <C>          <C>
Operating activities
    Net loss                                                                      $ (50,570)   $ (17,340)
    Adjustment to reconcile net (loss) to net cash used in operating activities
       Stock options issued for services                                             42,186           --
    Changes in operating assets and liabilities which provided (used) cash
       Accounts payable                                                                (602)          --
       Accrued liabilities                                                            2,000        1,963
                                                                                  ---------    ---------
              Net cash used in operating activities                                  (6,986)     (15,377)
                                                                                  ---------    ---------
Net decrease in cash                                                                 (6,986)     (15,377)
Cash at beginning of period                                                         346,823      407,318
                                                                                  ---------    ---------
              Cash at end of period                                               $ 339,837    $ 391,941
                                                                                  ---------    ---------
Supplemental disclosure information
    Cash paid for interest during the period                                      $      --    $      --
                                                                                  ---------    ---------
    Non-cash transaction cancellation of Treasury stock                           $      --    $ 118,403
                                                                                  ---------    ---------

</TABLE>

                 See notes to consolidated financial statements

                                        3



<PAGE>

                               ACTIVEWORLDS CORP.

                   Notes to Consolidated Financial Statements
                                 March 31, 2005


Note 1 -      Basis of presentation

              The accompanying 2005 and 2004 unaudited interim consolidated
              financial statements included herein have been prepared by 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, 2004 and 2003.

              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.

              Activeworlds Corp. (the "Company") became inactive in July 2002
              when the Company entered into an agreement to sell all of the
              issued and outstanding stock of its operating subsidiary,
              Activeworlds, Inc. The agreement closed in September 2002 and the
              Company's former management purchased Activeworlds, Inc. in
              exchange for their selling 2,595,445 shares or approximately 30%
              of the Company's common stock to the Company. The Company has been
              actively seeking to merge, invest in or acquire other companies.

              On September 9, 2004, the Company entered into a letter of intent
              to acquire Hi-G-Tek, Ltd., an Israeli company, ("Hi-G") in a
              transaction expected to be treated as a reverse acquisition (the
              "Reverse Acquisition"). In connection with the Reverse
              Acquisition, the Company formed a wholly-owned subsidiary, AWLD,
              Inc., a Delaware corporation. AWLD, Inc. then formed a
              wholly-owned subsidiary AWLD, Ltd., an Israeli company.

              On December 13, 2004 the Company signed an Agreement and Plan of
              Merger (the "Plan") by and among the Company, AWLD, Inc., AWLD
              Ltd., Baytree LLC (a related company, substantially owned by a
              significant stockholder of the Company) and Hi-G. The Plan called
              for the merger of Hi-G and the Company's wholly-owned subsidiary
              AWLD, Ltd. in exchange for 24,683,303 shares of the Company's
              outstanding common stock. The terms of the Plan expired on
              February 28, 2005, although the parties continued discussions
              through March 31, 2005, at which time the parties ended
              discussions.

              All intercompany accounts and transactions have been eliminated in
              consolidation. The consolidated financial statements are presented
              as those of Activeworlds Corp.

              The Company is actively seeking to merge, invest in or acquire
              other companies to generate revenues and profits.

                                       4

<PAGE>

                               ACTIVEWORLDS CORP.

                   Notes to Consolidated Financial Statements
                                 March 31, 2005


Note 2 -      Investments

              In 2001 the Company agreed to accept 9,800,000 shares of common
              stock of its largest contract customer, 3D Global Limited, in full
              and final payment on the work completed to date on the contract.
              The fair market value at the date the common stock was transferred
              was $130,777. The fair market value of the investment had
              decreased by $38,902 at December 31, 2004. Accordingly, the value
              of the investment was adjusted to $91,875 at December 31, 2004.
              The trading of the common stock of Green X Global Limited (Green
              X), formerly known as 3D Global Limited, has been suspended
              pending the acquisition of Red X Property Pty. Ltd. The proposed
              acquisition has been extended to June 20, 2005. It is difficult to
              predict the outcome of the proposed acquisition at this time or
              the effect that it may have on the value of Green X's stock value.
              In light of this uncertainty the Company will continue to carry
              the value of the investment at $91,875, the value at December 31,
              2004.

Note 3 -      Income taxes

              At March 31, 2005, the Company has a net operating loss
              carryforward of approximately $1,633,000 that may be used to
              offset future taxable income.

              An allowance has been established for the full amount of gross
              deferred tax asset of approximately $654,000 due to the
              uncertainty of utilizing the deferred taxes in the future.

Note 4 -      Net (loss) per share of common stock

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

                                                             Weighted Average
                 Three Months Ended March 31,                Number of Shares
                 ----------------------------                ----------------
                         (Unaudited)

                             2005                                5,317,116

                             2004                                5,317,116

              Diluted net (loss) per share of common stock has not been
              presented for the three months ended March 31, 2005 and 2004 since
              the effect of including the stock options and warrants outstanding
              would be antidilutive.

Note 5 -      Related party transactions - warrants

              In December 2004 the Company issued 750,000 common stock warrants
              to a company controlled by its principal stockholder. The
              consulting contract is for two years from the date of the contract
              (measurement date). The warrants can be exercised at $2.00 per
              share and expire three years from the date of the contract. The
              fair value of the publicly-traded stock at the date of contract of
              $2.45 exceeded the exercise price of the stock warrants of $2.00.
              The total value of the consulting services was determined by using
              the excess fair value ($0.45) and the total number of stock
              warrants issued (750,000) for a total value of $337,500. The total
              value of the consulting services will be expensed over the life of
              the consulting contract and is not affected by changes in the fair
              value of the Company's stock subsequent to the measurement date.
              Expenses for consulting services under the contract were
              recognized in the amount of $42,186 for the three months ended
              March 31, 2005.

Note 6 -      Correction of an error

              The accompanying financial statements for the three months ended
              March 31, 2005 have been restated to correct an error in
              connection with a non-cash expense. Expenses of $42,186 for
              consulting services under a consulting contract (note 5) were not
              recorded in the March 31, 2005 financial statements. The effect
              of the restatement was to increase the net loss for the three
              months ended March 31, 2005 by $42,186 and increase the net loss
              per share by $.008.



                                       5

<PAGE>


ITEM 6.  EXHIBITS

         (a)      EXHIBIT INDEX



Exhibit
Number        Description
--------      ------------------------------------------------------------------
31            Certification of CEO and CFO
32            Section 1350 certification of CEO and CFO

                                       6

<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf on September 12, 2005
by the undersigned, thereunto duly authorized.


                                              ACTIVEWORLDS CORP.


                                             /s/ Sean Deson
                                             -----------------------------------
                                             Sean Deson, Chief Executive Officer




                                       7