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 June 30, 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 August 15, 2007.

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

<PAGE>
                                      INDEX

                                                                            Page
                         PART I - FINANCIAL INFORMATION

ITEM 1.    Financial Statements

           Condensed Consolidated Balance Sheets
                as of June 30, 2007 (unaudited)
                and December 31, 2006 (unaudited)                            1

           Condensed Consolidated Statements of Operations
                for the three months and six months ended
                June 30, 2007 (unaudited) and 2006 (unaudited)               2

           Condensed Consolidated Statements of Cash Flows
                for the three months ended June 30, 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

                                      -ii-

<PAGE>
ITEM 1.  FINANCIAL STATEMENTS

                               ACTIVEWORLDS CORP.

                           Consolidated Balance Sheet
<TABLE>
<CAPTION>
                                                                        June 30,       December 31,
                                                                          2007            2006*
                                                                      -----------      ------------
                                                                      (Unaudited)
<S>                                                                   <C>              <C>
                                 Assets

Current assets
    Cash                                                              $   230,795      $   247,241
                                                                      -----------      -----------
              Total current assets                                        230,795          247,241
                                                                      -----------      -----------

              Total assets                                            $   230,795      $   247,241
                                                                      -----------      -----------

                   Liabilities and Stockholders' Equity

Current liabilities
    Accrued liabilities                                               $     3,000      $     8,500
                                                                      -----------      -----------
              Total current liabilities                                     3,000            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                                                (6,660,032)      (6,649,086)
    Accumulated other comprehensive income (loss)                              --               --
                                                                      -----------      -----------
              Total stockholders' equity                                  227,795          238,741
                                                                      -----------      -----------

              Total liabilities and stockholders' equity              $   230,795      $   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            Six Months Ended
                                                             June 30                       June 30
                                                     ------------------------      ------------------------
                                                       2007           2006           2007           2006
                                                     ---------      ---------      ---------      ---------
                                                           (Unaudited)                   (Unaudited)
<S>                                                  <C>            <C>            <C>            <C>
Revenues                                             $      --      $      --      $      --      $      --
                                                     ---------      ---------      ---------      ---------

Operating expenses
    Selling, general and administrative expenses
                                                         5,807        163,715         10,946        326,140
    Research and development expenses                       --             --             --             --
                                                     ---------      ---------      ---------      ---------
              Total operating expenses                   5,807        163,175         10,946        326,140
                                                     ---------      ---------      ---------      ---------

    Loss from operations                                (5,807)      (163,175)       (10,946)      (326,140)
                                                     ---------      ---------      ---------      ---------

    Loss before income taxes                            (5,807)      (163,175)       (10,946)      (326,140)
Income taxes                                                --             --             --             --
                                                     ---------      ---------      ---------      ---------

    Net loss                                         $  (5,807)     $(163,175)     $ (10,946)     $(326,140)
                                                     ---------      ---------      ---------      ---------

Net loss per share of common stock
    Basic                                            $   (.001)     $   (.031)     $   (.002)     $   (.061)
                                                     ---------      ---------      ---------      ---------
</TABLE>

See notes to consolidated financial statements

                                       2
<PAGE>
                               ACTIVEWORLDS CORP.

                      Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
                                                                                      Six Months Ended
                                                                                          June 30
                                                                                  ------------------------
                                                                                     2007           2006
                                                                                  ---------      ---------
                                                                                         (Unaudited)
<S>                                                                               <C>            <C>
Operating activities
    Net loss                                                                      $ (10,946)     $(326,140)
    Adjustment to reconcile net loss to net cash used in operating activities
       Stock warrants issued for services                                                --        307,500
    Changes in operating assets and liabilities which provided (used) cash
          Accrued liabilities                                                        (5,500)        (5,500)
                                                                                  ---------      ---------
              Net cash used in operating activities                                 (16,446)       (24,140)
                                                                                  ---------      ---------

Net decrease in cash                                                                (16,446)       (24,140)
Cash at beginning of period                                                         247,241        307,073
                                                                                  ---------      ---------

              Cash at end of period                                               $ 230,795      $ 282,933
                                                                                  ---------      ---------
</TABLE>

See notes to consolidated financial statements

                                       3
<PAGE>
                               ACTIVEWORLDS CORP.

                   Notes to Consolidated Financial Statements
                                  June 30, 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.

         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>
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 temporary and the
         investment remains fully reserved at June 30, 2007.

Note 3 - Income taxes

         At June 30, 2007, the Company has a net operating loss carryforward of
         approximately $3,638,000 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 $1,455,000 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
                  Six Months Ended June 30,                  Number of Shares
                  -------------------------                  ----------------
                        (Unaudited)

                            2007                                 5,317,116

                            2006                                 5,317,116

                                       5
<PAGE>
         Diluted net (loss) per share of common stock has not been presented for
         the six months ended June 30, 2007 and 2006 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 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 $307,500 for the six months ended June 30, 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 quarter and six months ended June 30, 2007
and 2006. Our net loss for the three and six months ended June 30, 2007 was
$5,807 and $10,946, respectively, in contrast to $163,175 and $326,140,
respectively, for the same periods of 2006. The 2006 expenses were primarily
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 June 30, 2007 we had total assets of $230,795 consisting of cash and
total liabilities of $3,000.

         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 June 30, 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.

         (a)      Not applicable.
         (b)      Not applicable.
         (c)      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

         (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 August 16, 2007 by
the undersigned, thereunto duly authorized.


                                           ACTIVEWORLDS CORP.


                                           /s/ Paul Goodman
                                           ----------------
                                           Paul Goodman, Chief Executive Officer

                                       10