SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        ________________________________

                                  FORM 10-KSB/A

                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.)

 620 Johnson Avenue, Bohemia, New York                   11716
 -------------------------------------                   -----
 (Address of principal executive offices)             (Zip Code)
      (631) 218-0700
      --------------
   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 September 24, 2003 was $12,900,586
using  the  closing  price  of  $0.12  on  September  24,  2003.
     State  the  number  of  shares outstanding of each of the issuer's class of
common  equity,  as  of  the  latest practicable date: At December 31, 2002, the
issuer  had  outstanding  77,337,935 shares of Common Stock, par value $.001 per
share.  Pursuant to the terms of the Company's Certificate of Incorporation, the
conversion  of all outstanding Class C Preferred Stock automatically occurred on
December  28,  2002.  As  of  September 18, 2003, the holders of the outstanding
Class  B  Preferred  Stock have elected to convert their Class B Preferred Stock
into  shares of Common Stock.  At September 24, 2003, the issuer had outstanding
147,364,174  shares  of  Common  Stock,  par  value  $.001  per  share.
                      DOCUMENTS INCORPORATED BY REFERENCE:
A  list of Exhibits and documents to be incorporated by reference to this Annual
Report  on  Form  10-KSB  begins  on  page  21



<PAGE>




                                EXPLANATORY NOTE
                                ----------------
This  amendment  to  our  Annual Report on Form 10-KSB for the fiscal year ended
December 31 2002 is being filed for the sole purpose of correcting the following
typographical  errors  which were inadvertently included within our Form 10-KSB:
(i)  our  Form  10-KSB within the "Subsequent Events" section incorrectly states
that on September 18, 2003, pursuant to the written election of the holders, the
Company  issued  44,252,344  shares  of  Common  Stock to the holders of Class B
Preferred  Stock  in  conversion  of  all  of the issued and outstanding Class B
Preferred  Stock.  Our  Form 10-KSB is hereby amended to correctly state that on
September 18, 2003, pursuant to the written election of the holders, the Company
issued  70,124,976  shares  of  Common Stock to the holders of Class B Preferred
Stock  in  conversion  of  all  of  the issued and outstanding Class B Preferred
Stock;  and  (ii) our Form 10-KSB incorrectly states that on September 24, 2003,
the  Company had outstanding 147,217,695 shares of Common Stock, par value $.001
per  share.  Our  Form  10-KSB  is  hereby  amended  to  correctly state that on
September  24,  2003,  the  Company had outstanding 147,793,848 shares of Common
Stock,  par  value $.001 per share. No revisions have been made to our financial
statements  or  any  other  disclosures  contained  in  our  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  October  9,  2003.

                                            VILLAGEWORLD.COM,  INC.


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