SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

MARK ONE

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Quarterly Period ended March 31, 2007

[_] 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 small business issuer as specified in its charter)

                   Delaware                            13-3883101
                   --------                            ----------
        (State or other jurisdiction of             (I.R.S. Employer
        incorporation or organization)             Identification No.)

                           40 Wall Street, 58th Floor
                               New York, NY 10005
                               ------------------
          (Address of principal executive offices, including zip code)

                                 (212) 509-1700
                                 --------------
                (Issuer's telephone number, including area code)

         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.
Yes [X] No [ ]

         Indicate by a check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ X ] No [ ]

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 5,317,116 shares of common
stock were outstanding as of May 15, 2007.

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




<PAGE>


                                      INDEX
<TABLE>
<CAPTION>

                                                                                                    Page
<S>                                                                                                 <C>

                         PART I - FINANCIAL INFORMATION

ITEM 1.    Financial Statements

           Condensed Consolidated Balance Sheets
                as of March 31, 2007 (unaudited) and December 31, 2006                                 1

           Condensed Consolidated Statements of Operations
                for the three months ended March 31, 2007 (unaudited) and 2006 (unaudited)             2

           Condensed Consolidated Statements of Cash Flows for the three months
                ended March 31, 2007 (unaudited) and 2006 (unaudited)                                  3

           Notes to unaudited condensed consolidated interim financial statements                      4

ITEM 2.    Management's Discussion and Analysis of Interim Financial
                Condition and Results of Operations                                                    7

ITEM 3.    Controls and Procedures                                                                     8

                           PART II - OTHER INFORMATION

ITEM 1.    Legal Proceedings                                                                           9

ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds                                 9

ITEM 3.    Defaults upon Senior Securities                                                             9

ITEM 4.    Submission of Matters to a Vote of Security Holders                                         9

ITEM 5.    Other Information                                                                           9

ITEM 6.    Exhibits                                                                                    9
</TABLE>


<PAGE>


ITEM 1.  FINANCIAL STATEMENTS

                               ACTIVEWORLDS CORP.
                           Consolidated Balance Sheet
<TABLE>
<CAPTION>

                                                                                              March 31,          December 31,
                                                                                                2007                2006 *
                                                                                           -------------        -------------
                                                                                            (Unaudited)
<S>                                                                                        <C>                  <C>
                                                            Assets

Current assets
    Cash                                                                                   $     245,102        $     247,241
                                                                                           -------------        -------------
              Total current assets                                                               245,102              247,241
                                                                                           -------------        -------------
              Total assets                                                                 $     245,102        $     247,241
                                                                                           =============        =============

                                             Liabilities and Stockholders' Equity

Current liabilities
    Accrued liabilities                                                                    $      11,500        $       8,500
                                                                                           -------------        -------------
              Total current liabilities                                                           11,500                8,500

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                                                                 6,882,510            6,882,510
    Accumulated deficit                                                                       (6,654,225)          (6,649,086)
    Accumulated other comprehensive income (loss)                                                     --                   --
                                                                                           -------------        -------------
              Total stockholders' equity                                                         233,602              238,741
                                                                                           -------------        -------------
              Total liabilities and stockholders' equity                                   $     245,102        $     247,241
                                                                                           =============        =============
</TABLE>

*Derived from audited financial statements

See notes to consolidated financial statements

                                       1
<PAGE>



                               ACTIVEWORLDS CORP.
                      Consolidated Statement of Operations
<TABLE>
<CAPTION>

                                                                                                 Three Months Ended
                                                                                                      March 31
                                                                                           -------------------------------
                                                                                               2007              2006
                                                                                           -------------     -------------
                                                                                                    (Unaudited)

<S>                                                                                        <C>               <C>
Revenues                                                                                   $          --     $          --
                                                                                           -------------     -------------
Operating expenses
    Selling, general and administrative expenses                                                   5,139           162,965
    Research and development expenses                                                                 --                --
                                                                                           -------------     -------------
              Total operating expenses                                                             5,139           162,965
                                                                                           -------------     -------------
    Loss from operations                                                                          (5,139)         (162,965)
                                                                                           -------------     -------------
Loss before income taxes                                                                          (5,139)         (162,965)
                                                                                           -------------     -------------
Income taxes                                                                                          --                --
                                                                                           -------------     -------------
    Net loss                                                                               $      (5,139)    $    (162,965)
                                                                                           =============     =============
Net loss per share of common stock
    Basic                                                                                  $       (.001)    $       (.031)
                                                                                           =============     =============
</TABLE>

See notes to consolidated financial statements

                                       2
<PAGE>


                               ACTIVEWORLDS CORP.
                      Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>

                                                                                                 Three Months Ended
                                                                                                      March 31
                                                                                           -------------------------------
                                                                                               2007              2006
                                                                                           -------------     -------------
                                                                                                     (Unaudited)
<S>                                                                                        <C>               <C>
Operating activities
    Net (loss)                                                                             $      (5,139)    $    (162,965)
    Adjustment to reconcile net (loss) to net cash used in operating activities
       Stock options issued for services                                                              --           153,750
    Changes in operating assets and liabilities which provided (used) cash
       Accrued liabilities                                                                         3,000             2,000
                                                                                           -------------     -------------
              Net cash used in operating activities                                               (2,139)           (7,215)
                                                                                           -------------     -------------
Net decrease in cash                                                                              (2,139)           (7,215)
Cash at beginning of period                                                                      247,241           307,073
                                                                                           -------------     -------------
              Cash at end of period                                                        $     245,102     $     299,858
                                                                                           =============     =============
</TABLE>


See notes to consolidated financial statements


                                       3
<PAGE>
                               ACTIVEWORLDS CORP.
                   Notes to Consolidated Financial Statements
                                 March 31, 2007


Note 1 -      Basis of presentation

              The accompanying 2007 and 2006 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, 2006 and 2005.

              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.

              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, 2007

Note 2 -      Investments

              In 2001 the Company agreed to accept 9,800,000 shares of common
              stock of its largest contract customer 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
              based on trading on the Australian Stock Exchange ("ASE"). Trading
              of the common stock of Green X Global Limited (Green X), formerly
              known as 3D Global Limited, was suspended pending the acquisition
              of Red X Property Pty. Ltd. ("Red X"). In anticipation of the
              acquisition Green X consolidated its share capital through a
              reverse stock split wherein the Company received one share for
              every 20 shares held. After the reverse split the Company holds
              490,000 shares of Green X. The acquisition of Red X was completed
              during 2005, however, trading remained suspended.

              On November 17, 2006, pursuant to Section 436A of the Corporations
              Act, an Administrator was appointed due to financial difficulties
              of Green X. The Administrator is currently managing the business,
              property, and affairs of Green X and interacting with creditors of
              Green X at this time. Due to the facts and circumstances
              management decided to establish a reserve for the remaining
              carrying value of $85,839 in the investment in Green X Global
              Limited as of December 31, 2006, effectively offsetting the value
              of the investment. This impairment is considered to be other than
              temporary therefore a loss for the full value of the investment,
              $130,777, was recognized in the net loss and the previous
              unrealized losses were reclassified as of December 31, 2006. The
              impairment continues to be other than tmporary and the investment
              remains fully reserved at March 31, 2007.

Note 3 -      Income taxes

              At March 31, 2007, the Company has a net operating loss
              carryforward of approximately $3,623,000 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 $1,449,000 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)

                        2007                                   5,317,116
                        2006                                   5,317,116

              Diluted net (loss) per share of common stock has not been
              presented for the three months ended March 31, 2007 and 2006 since
              the effect of including the stock options and warrants outstanding
              would be antidilutive.

                                       5
<PAGE>
                               ACTIVEWORLDS CORP.
                   Notes to Consolidated Financial Statements
                                 March 31, 2007

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 are fully-vested, can be
              exercised at $2.00 per share and expire three years from the date
              of the contract. The fair values of the warrants of $1,230,000
              issued for the consulting services was 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.
              The contract expired in December 2006. Expenses for consulting
              services under the contract were recognized in the amount of $-0-
              and $153,750 for the three months ended March 31, 2007 and 2006,
              respectively. The fair value was determined using the Black
              Scholes Model with the following assumptions:

              Risk-free interest rate                             3.09%
              Volatility                                          100.0%
              Expected life                                       3 years
              Expected dividend yield                              0.00%



                                       6


<PAGE>


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

         The following discussion of our financial condition and results of
operations should be read together with the financial statements and related
notes included in this Report. This discussion contains forward-looking
statements that involve risks and uncertainties. Our actual results may differ
materially from those anticipated in those forward-looking statements as a
result of certain factors, including, but not limited to, those contained in the
discussion on forward-looking statements that follows this section.

OVERVIEW

         We are a Delaware corporation organized on September 5, 1995.We have
been inactive since September 2002 since we sold our business to our former
management. We are now seeking business opportunities. We have not had revenues
from operations since July 2002.

         Our primary expenses relate to our reporting obligations under the
Securities Exchange Act of 1934 and expenses related to the acquisition of
another business opportunity. We will incur expenses due to the legal and
accounting services required to prepare periodic reports and the costs of filing
these reports with the Securities and Exchange Commission.

         Our plan of operations does not call for any product research or
development, nor do we plan to purchase any equipment. We believe we have enough
working capital to meet our operational needs for the next 12 months.

            We currently have no employees. Our management expects to confer
with consultants, attorneys and accountants as necessary. We do not anticipate a
need to engage any employees so long as we are seeking and evaluating business
opportunities. We will determine the need for employees based upon the specific
business opportunity once we consummate an acquisition transaction.

RESULTS OF OPERATIONS

         We had no revenue for the quarters ended March 31, 2007 and 2006. Our
net loss in the first quarter of 2007 was $5,139 in contrast to m $162,965 in
the first quarter of 2006. In the first quarter of 2006, our primary cost was
approximately $154,000 of non-cash expense related to the amortization of
warrants which were fully amortized as of January 1, 2007. Our only expenses are
currently public company expenses.

LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 2007 we had total assets of $245,102 consisting of cash
and total liabilities of $11,500. At December 31, 2006, we had total assets of
$247,241, which included cash, and total liabilities of $8,500.

         For further information, see our report on Form 10-KSB for the year
ended December 31, 2006.

                                       7

<PAGE>

FORWARD-LOOKING STATEMENTS

         The statement made above relating to the adequacy of our working
capital is a forward-looking statement within the meaning of the Private
Securities Litigation Reform Act of 1995. The statements that express the
"belief," "anticipation," "plans," "expectations," "will" and similar
expressions are intended to identify forward-looking statements.

         The results anticipated by any or all of these forward-looking
statements might not occur. Important factors, uncertainties and risks that may
cause actual results to differ materially from these forward-looking statements
include matters relating to the business and financial condition of any company
we acquire. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as the result of new information, future
events or otherwise.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

         As of March 31, 2007, we performed an evaluation, under the supervision
and with the participation of our management, including our chief executive
officer and chief financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in SEC Rule
13a-15(e) or 15d-15(e)). Based upon that evaluation, our chief executive officer
and chief financial officer concluded that our disclosure controls and
procedures are effective in timely alerting them to material information
relating to Activeworlds required to be included in our reports filed or
submitted under the Securities Exchange Act of 1934. Due to the inherent
limitations of the effectiveness of any established disclosure controls and
procedures, our management cannot provide absolute assurance that the objectives
of our disclosure controls and procedures will be met.

(b) Changes in Internal Controls

         There has been no change in our internal control over financial
reporting that occurred during our most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

                                       8
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

         Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

         Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Not applicable.

ITEM 5. OTHER INFORMATION.

         Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      EXHIBIT INDEX

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

                                       9

<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 May 18, 2007 by
the undersigned, thereunto duly authorized.


                                          ACTIVEWORLDS CORP.

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


                                       10