SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        ________________________________

                                FORM 10-KSB/A #2

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

      FOR THE YEAR ENDED DECEMBER 31, 2002     COMMISSION FILE NO. 0-28058

                          _____________________________

                             VILLAGEWORLD.COM, INC.
              (Exact Name of Registrant as Specified in Its Charter)

       New York                                        11-3137508
       --------                                        ----------
 (State of Incorporation)           (I.R.S. Employer Identification No.)

   110 Ricefield Lane  Hauppauge, New York                11788
   (Address of principal executive offices)             (Zip Code)
             (631) 231-2070
             --------------
   Registrant's Telephone Number
           Securities registered pursuant to Section 12(b) of the Act:
                    Common Stock, $0.001 par value per share
                    ----------------------------------------
                                 (Title of Class)

     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 and (2) has been subject to such filing
requirements  for  the past 90 days.          Yes      [  X  ]       No       []

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.  [  ]

     The  aggregate  market  value of the voting stock held by non-affiliates of
the Registrant as of December 27, 2002 was $1,811,460 using the closing price of
$0.025 on December 31, 2002. The aggregate market value of the voting stock held
by non-affiliates of the Registrant as of February 6, 2004 was $10,750,488 using
the  closing  price  of  $0.10  on  February  6,  2004.

     State  the  number  of  shares outstanding of each of the issuer's class of
common  equity,  as  of  the  latest practicable date.  At February 6, 2004, the
issuer  had  outstanding 147,597,632 shares of Common Stock, par value $.001 per
share.
                      DOCUMENTS INCORPORATED BY REFERENCE:

                                        1
<PAGE>

                                EXPLANATORY NOTE
                                ----------------
This  amendment #2 to our Annual Report on Form 10-KSB for the fiscal year ended
December  31  2002  is  being   filed  for  the  sole  purpose  of   adding  the
certifications  pursuant  to Sarbanes-Oxley Act of 2002 which were inadvertently
not  included  in  their  entirety  within  our  Amendment  1 to Form 10-KSB. No
revisions  have  been  made to our financial statements or any other disclosures
contained  in  the  Form  10-KSB  and  Amendment  1  to Form 10KSB other than as
contained  in  this  Amendment  2  to  Form  10-KSB.


                                   SIGNATURES
                                   ----------
     In  accordance  with  Section 13 or 15(d) 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,  on  February  12,  2004.


                                               VILLAGEWORLD.COM,  INC.


                                            By:/s/  Peter  J.  Keenan.
                                              ------------------------
                                                    Peter  J.  Keenan
                                           Chairman of the Board, Chief
                                        Executive Officer and President


                                        2
<PAGE>

                      CERTIFICATION PURSUANT TO SECTION 302
                      -------------------------------------
                        OF THE SARBANES-OXLEY ACT OF 2002
                        ---------------------------------

I,  Peter  J.  Keenan,  certify  that:

1.  I  have  reviewed  this  annual  report  on  Amendment  #2 to Form 10-KSB of
VILLAGEWORLD.COM,  INC.;

2.  Based  on  my  knowledge,  this  annual  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 annual
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  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 annual report;

4.  The  Company's  other  certifying   officers  and  I  are   responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

 a)  designed  such  disclosure  controls and procedures 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  annual  report  is  being  prepared;

 b)  evaluated  the  effectiveness  of  the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

 c)  presented  in this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

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

 a)  all  significant  deficiencies  in  the  design  or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors   any  material  weaknesses  in  internal  controls;  and

 b)  any  fraud,  whether  or  not  material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  Company's other certifying officers and I have indicated in this annual
report  whether  there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of  our  most recent evaluation, including any corrective actions with regard to
significant  deficiencies  and  material  weaknesses.

Date:  February  12,  2004
/s/  Peter  J.  Keenan
----------------------
Chairman  of  the  Board of Directors, President and Principal Executive Officer

                                        3
<PAGE>

CERTIFICATION  PURSUANT  TO  SECTION  302
-----------------------------------------
OF  THE  SARBANES-OXLEY  ACT  OF  2002
--------------------------------------

I,  Celia  I.  Schiffner,  certify  that:

1.  I  have  reviewed  this  annual  report  on  Amendment  #2 to Form 10-KSB of
VILLAGEWORLD.COM,  INC.;

2.  Based  on  my  knowledge,  this  annual  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 annual
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  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 annual report;

4.  The  Company's  other  certifying   officers  and  I  are  responsible   for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

 a)  designed  such  disclosure  controls and procedures 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  annual  report  is  being  prepared;

 b)  evaluated  the  effectiveness  of  the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

 c)  presented  in this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

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

 a)  all  significant  deficiencies  in  the  design  or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

 b)  any  fraud,  whether  or  not  material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  Company's other certifying officers and I have indicated in this annual
report  whether  there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of  our  most recent evaluation, including any corrective actions with regard to
significant  deficiencies  and  material  weaknesses.

Date:  February  12,  2004
/s/  Celia  I.  Schiffner
-------------------------
Treasurer  and  Principal  Financial  Officer


                                        4
<PAGE>