As filed with the Securities and Exchange Commission on April 12, 2000

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

ACTIVEWORLDS.COM, INC.
(Exact name of registrant as specified in its charter)

               Delaware                                13-383101
--------------------------------------   ---------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification Number)

95 PARKER STREET
NEWBURYPORT, MASSACHUSETTS                                          01950
--------------------------                                        ----------
(Address of Principal Executive Offices)                          (Zip Code)

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates:
333-85095

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                       Name of each exchange on which
to be so registered                       each class is to be registered:
-------------------                       -------------------------------

Common stock, $0.001 par value            Boston Stock Exchange
per share.                                Nasdaq SmallCap Market

Unit, each consisting of one share        Boston Stock Exchange
of common stock and one series B          Nasdaq SmallCap Market
redeemable common stock purchase
warrant, redeemable for one share of
common stock.

Series B redeemable common stock          Boston Stock Exchange
purchase warrant, redeemable for one      Nasdaq SmallCap Market
share of common stock.

Securities to be registered pursuant to Section 12(g) of the Act:

NONE
(Title of Class)

1

Item 1. Description of Registrant's Securities to be Registered.

Information concerning the common stock, the warrants and the Units to be registered hereunder is incorporated herein by reference to the sections entitled "THE OFFERING" and "DESCRIPTION OF SECURITIES" in the prospectus forming a part of the registrant's registration statement on Form SB-2 as filed on August 13, 1999 with the Securities and Exchange Commission and as subsequently amended (the "Registration Statement on Form SB-2"), pursuant to the Securities Act of 1933.

Item 2. Exhibits.

The following exhibits are filed herewith or incorporated herein by reference:

3.1      Certificate of Incorporation of the registrant (incorporated
         herein by reference to Exhibit 3.1 to the Registration
         Statement on Form SB-2).

3.2      Certificate of Amendment to Certificate of Incorporation of
         the registrant (incorporated herein by reference to Exhibit
         3.2 to the Registration Statement on Form SB-2).

3.3      Certificate of Amendment to Certificate of Incorporation of
         the registrant (incorporated herein by reference to Exhibit
         3.3 to the Registration Statement on Form SB-2).

3.4      Certificate for Renewal and Revival of Certificate of
         Incorporation of the registrant (incorporated herein by
         reference to Exhibit 3.4 to the Registration Statement on Form
         SB-2).

3.5      Certificate of Amendment to Certificate of Incorporation of
         the registrant (incorporated herein by reference to Exhibit
         3.5 to the Registration Statement on Form SB-2).

3.5.1    Certificate of Amendment to Certificate of Incorporation of
         the registrant (incorporated herein by reference to Exhibit
         3.5.1 to the Registration Statement on Form SB-2).

3.6      Bylaws of the registrant (incorporated herein by reference to
         Exhibit 3.6 to the Registration Statement on Form SB-2).

4.1      Form of registrant's common stock certificate (incorporated
         herein by reference to Exhibit 4.1 to the Registration
         Statement on Form SB-2).

4.2      Form of Warrant Agreement, including form of Series B
         Redeemable Common Stock Purchase Warrant (incorporated herein
         by reference to Exhibit 4.2 to the Registration Statement on
         Form SB-2).

2

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

ACTIVEWORLDS.COM, INC.

                                                     /s/ RICHARD F. NOLL
                                                     --------------------------
                                                     Richard F. Noll, President

Date: April 11, 2000

3