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:

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                                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


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