EXHIBIT 31.2


                                  CERTIFICATION


I, Sean Deson, certify that:

          1.   I have reviewed this Form 10-QSB 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.   The registrant's other certifying officer(s) and I are
               responsible for establishing and maintaining disclosure controls
               and procedures (as defined in Exchange Act Rules 13a-15(e) and
               15d-15(e)):

                    (a) Designed such disclosure controls and procedures, or
                    caused such disclosure controls and procedures to be
                    designed under our supervision, to ensure that material
                    information relating to the registrant, including its
                    consolidated subsidiaries, is made known 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 and presented in this
                    report our conclusions about the effectiveness of the
                    disclosure controls and procedures, as of the end of the
                    period covered by this report based on such evaluation; and

                    (c) Disclosed in this report any change in the registrant's
                    internal control over financial reporting that occurred
                    during the registrant's most recent fiscal quarter (the
                    registrant's fourth fiscal quarter in the case of an annual
                    report) that has materially affected, or is reasonably
                    likely to materially affect, the registrant's internal
                    control over financial reporting; and

          5.   The registrant's other certifying officer(s) and I have
               disclosed, based on our most recent evaluation of internal
               control over financial reporting, to the registrant's auditors
               and the audit committee of the registrant's board of directors
               (or persons performing the equivalent functions):

               (a) All significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are reasonably likely to adversely affect the registrant's
               ability to record, process, summarize and report financial
               information; and



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               (b) Any fraud, whether or not material, that involves management
               or other employees who have a significant role in the
               registrant's internal control over financial reporting.


Date: August 14, 2003






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