SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                               (AMENDMENT NO. 2)*


                               Activeworlds Corp.
                               ------------------
                                (Name of Issuer)

                    Common Stock, $0.001 Par Value Per Share

                    ----------------------------------------
                         (Title of Class of Securities)

                                    0504X207

                                    --------
                                 (CUSIP Number)

              Michael Gardner, c/o Baytree Capital Associates, LLC.
          40 Wall Street, 58th Floor, New York, NY 1005 (212) 509-1700
          ------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  July 10, 2002
                                  -------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

CUSIP No.  0504X207



         1)       Names of Reporting Persons S.S. or I.R.S. Identification Nos.
                  of Above Persons (entities only)
                  Michael Gardner, S.S. ####-##-####

         2)       Check the Appropriate Box if a Member of a Group
                  (See Instructions)
                  (a)      N/A
                  (b)      N/A

         3)       SEC Use Only

         4)       Source of Funds (See Instructions)
                  Mr. Gardner used personal funds to the extent described in
                  Item 3.

         5)       Check if Disclosure of Legal Proceedings is Required Pursuant
                  to Items 2(d) or 2(e)
                  Not applicable.

         6)       Citizenship or Place of Organization
                  United States

Number of Shares Beneficially Owned by Each Reporting Person With:

         7)       Sole Voting Power.
                  Mr. Gardner has the sole power to vote 4,958,605 shares of
                  common stock.

         8)       Shared Voting Power.
                  Not applicable.

         9)       Sole Dispositive Power.
                  Mr. Gardner has the sole power to sell 863,160 shares of
                  common stock beneficially owned by him.

         10)      Shared Dispositive Power.
                  Not applicable.

         11)      Aggregate Amount Beneficially Owned by Each Reporting Person -
                  Mr. Gardner beneficially 4,958,605 shares of common stock.

         12)      Check if the Aggregate Amount in Row (11) Excludes Certain
                  Shares (See Instructions)

         13)      Percent of Class Represented by Amount in Row (11) - 56.3%

         14)      Type of Reporting Person (See Instructions) - IN

                                       ii



Item 1.  Security and Issuer.
         --------------------

         This Schedule 13D/A No. 2 relates to the common stock, $0.001 par value
per share of Activeworlds Corp., a Delaware corporation (the "Company"), with
its principal executive offices at 85 Mountainside Trail, Cortland Manor, New
York 10567.

Item 2.  Identity and Background.
         ------------------------

         (a)      Michael Gardner.

         (b)      Mr. Gardner's business address is 40 Wall Street, 58th Floor,
New York, NY 10005, c/o Baytree Capital Associates, LLC ("Baytree").

         (c)      Mr. Gardner is the Managing Member of Baytree.

         (d)      none.

         (e)      none.

         (f)      United States.


Item 3.  Source and Amount of Funds.
         ---------------------------

         Except as provided below, all prior purchases of common stock of the
Company made by Mr. Gardner were made using personal funds. No other funds or
other consideration were used in making such purchases. Baytree, of which Mr.
Gardner is the Managing Member, owns 133,333 shares of common stock of the
Company which were issued for services rendered. Baytree also owns warrants to
purchase 300,000 shares of the Company's common stock exercisable at an exercise
price of $1.1875 per share, which were issued pursuant to a management
consulting agreement, dated August 22, 2000.

         On July 10, 2002, Mr. Gardner entered into a Securities Purchase
Agreement with Mr. J.P. McCormick, who at that time was the Company's Chief
Financial Officer, Secretary, Treasurer and Chairman of the Board of Directors,
by which Mr. McCormick agreed to sell 500,000 shares of the Company's common
stock to Mr. Gardner and grant Mr. Gardner an irrevocable proxy to vote
1,889,497 shares owned by Mr. McCormick in exchange for $50,000. The
consummation of this transaction is subject to certain conditions contained in
an Agreement and Plan of Exchange (the "Agreement") by and between the Company,
its wholly-owned subsidiary, Mr. McCormick and Mr. Richard Noll, who as of July
10, 2002 was the Company's President, Chief Executive Officer and a member of
its Board of Directors.

                                      iii



         On July 10, 2002, Mr. Gardner also entered into a Securities Purchase
Agreement with Mr. Noll, by which Mr. Noll agreed to sell 500,000 shares of the
Company's common stock to Mr. Gardner and grant Mr. Gardner an irrevocable proxy
to vote 1,905,948 shares owned by Mr. Noll in exchange for $50,000. The
consummation of this transaction is subject to certain conditions contained in
the Agreement.

         Mr. Gardner intends to use the proxies and other shares of common stock
he owns directly to approve the sale of the Company's subsidiary to Messrs.
McCormick and Noll since this transaction requires stockholder approval. Upon
the closing of the transactions referred to in the Agreement and completion of
the purchases from Messrs. McCormick and Noll, the irrevocable proxies shall
expire.

Item 4.  Purpose of Transaction.
         -----------------------

         All the Company's securities directly owned by Mr. Gardner have been
acquired by Mr. Gardner for investment purposes only. Mr. Gardner acquired the
proxies for the purpose of changing the direction of the Company's business and
creating stockholder value. He intends to present one or more businesses for the
Company's Board of Directors to evaluate as acquisition candidates. It is
inevitable that if the Board of Directors approves an acquisition, control of
the Company shall shift to the stockholders of the business we acquire.

Item 5.  Interest in Securities of the Issuer.
         -------------------------------------

         (a) Michael Gardner.
             ----------------

         As of July 10, 2002, Mr. Gardner beneficially owned 4,958,605 shares of
the Company's common stock which represents approximately 56.3% of the issued
and outstanding shares of common stock of the Company.

         (b) Mr. Gardner has sole voting power over 4,958,605 shares of common
stock and sole power to dispose 863,160 shares of common stock of the Company.

         (c) In the last 60 days Mr. Gardner has not been involved in any
transactions involving the securities of the Company other than that which is
described in Item 3 above and Item 6 below.

         (d) None.

         (e)  Not applicable.

                                       iv



Item 6.  Contracts, Arrangements, Understandings or Relationships
         --------------------------------------------------------
         with Respect to Securities of the Issuer.
         -----------------------------------------

         On August 22, 2000, Baytree entered into a management consulting
agreement with the Company whereby Baytree agreed to render consulting advice to
the Company with respect to financial, corporate and general business
development matters (the "Consulting Agreement"). Baytree has been issued
warrants to purchase 300,000 of the Company common stock at an exercise price of
$1.1875 per share. The term of the Consulting Agreement is for 24 months,
beginning August 22, 2000.

         On July 10, 2002, Mr. Gardner entered into two Securities Purchase
Agreements with Mr. McCormick and Mr. Noll and was granted proxies to vote
shares of the Company's common stock owned by Mr. McCormick and Mr. Noll as
described in Item 3.

Item 7.  Material to be Filed as Exhibits.

         Exhibit 1. Securities Purchase Agreement between Michael Gardner and
J.P. McCormick dated July 10, 2002.(1)

         Exhibit 2. Proxy Agreement between Michael Gardner and J.P. McCormick
dated July 10, 2002.(1)

         Exhibit 3. Securities Purchase Agreement between Michael Gardner and
Richard Noll dated July 10, 2002.(1)

         Exhibit 4. Proxy Agreement between Michael Gardner and Richard Noll
dated July 10, 2002.(1)

         Exhibit 5. Letter Agreement between Baytree Capital Associates, LLC and
Activeworlds.com, Inc. dated August 22, 2000.(2)


Signature.

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date: August 16, 2002


- ---------------------
(1) Contained in Schedule 13D/A filed on July 12, 2002.

(2) Contained in Schedule 13D filed on February 13, 2001.


                                                  /s/ Michael Gardner
                                                  -------------------
                                                  Michael Gardner

                                       v