UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-Q/A


(Amendment
No. 1)





þ
            QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF
    1934





For the
quarterly period ended:


March 31,
2010





 ̈
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF
    1934


For the
transition period from: _____________ to _____________





KINGOLD
JEWELRY, INC.


(Exact
name of registrant as specified in its charter)





Delaware
              
              001-15819
              
              13-3883101(State
      or Other Jurisdiction
              
              (Commission
              
              (I.R.S.
      Employerof
      Incorporation)
              
              File
      Number)
              
              Identification
      No.)





40
Wall Street


58th
Floor


New York, NY
10170


(Address
of Principal Executive Office) (Zip Code)




(212)
509-1700


(Registrant’s
telephone number, including area code)





ACTIVEWORLDS
CORP.


(Former
name, former address and former fiscal year, 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.  þ Yes    ̈ No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer., or a smaller reporting
company.





Large
      accelerated filer
             ̈
            Accelerated
      filer
             ̈Non-accelerated
      filer
             ̈
            Smaller
      reporting company
            þ





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).   ̈  Yes  þ  No





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.





As of May
10, 2010 there were 83,532,777 shares of common stock outstanding, par value
$0.001.





APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.


 ̈    
Yes      ̈
  No










Explanatory
Note





Kingold Jewelry, Inc. (which may be
referred to herein as we, us or the Company) is filing this Amendment No. 1 to
its Quarterly Report on Form 10-Q for the three month period ended March 31,
2010 (the “Quarterly Report”) to replace Item 4T with a revised Item 4T.  In
addition, in connection with the filing of this Form 10-Q/A and pursuant to Rule
12b-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we are
including certain currently dated Certifications.  The remainder of the
Quarterly Report filed with the Securities and Exchange Commission on May 14,
2010 remains unchanged and this Form 10-Q/A should be read in conjunction with
the Form 10-Q.





Item
      4T.
            Controls
      and Procedures





Evaluation
of Effectiveness of Disclosure Controls and Procedures





We carried out an evaluation required
by Rule 13a-15(b) of the Securities Exchange Act of 1934 under the supervision
and with the participation of our chief executive officer and chief financial
officer of the effectiveness of the design and operation of our “disclosure
controls and procedures” as of the end of the period covered by this
Report.





Disclosure controls and procedures are
designed with the objective of ensuring that (i) information required to be
disclosed in an issuer’s reports filed under the Securities Exchange Act of 1934
is recorded, processed, summarized and reported within the time periods
specified in the SEC rules and forms and (ii) information is accumulated and
communicated to management, including our Principal Executive Officer and
Principal Financial Officer, as appropriate to allow timely decisions regarding
required disclosures.





The evaluation of our disclosure
controls and procedures included a review of our objectives and processes and
effect on the information generated for use in this Report. This type of
evaluation will be done quarterly so that the conclusions concerning the
effectiveness of these controls can be reported in our periodic reports filed
with the SEC. We intend to maintain these controls as processes that may be
appropriately modified as circumstances warrant.  Based on their evaluation, our
chief executive officer and chief financial officer have concluded that our
disclosure controls and procedures are effective.





Management’s
Report on Internal Control Over Financial Reporting





Our management is responsible for
establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Exchange Act Rule 13a-15(f).  Under the supervision
and with the participation of our Principal Executive Officer and Principal
Financial Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting as of March 31, 2010, based on the
criteria set forth in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.  Based on our
evaluation under that criteria, our management concluded that our internal
control over financial reporting was effective as of March 31,
2010.





Changes
in Internal Control Over Financial Reporting





There were no changes in our internal
control over financial reporting during the three months ended March 31, 2010
that have materially affected, or are reasonably likely to material affect, our
internal control over financial reporting.


2





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.





Date:
July 28, 2010





KINGOLD
      JEWELRY, INC.By:
            /s/
      Jia Zhi HongJia
      Zhi HongChairman
      and Chief Executive Officer


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