U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

     X     Quarterly report under Section 13 or 15(d) of the Securities Exchange
     -
Act  of  1934  for  the  quarterly  period  ended  September  30,  2002
                                                 ----------------------

     ___     Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange  Act  of  1934

          For  the  transition  period  from                to

     Commission  File  number  0-28058
                             ---------

                             VILLAGEWORLD.COM, INC.
                             ----------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

          New  York                                       11-3137508
          ---------                                       ----------
     (State  or  Other  Jurisdiction                    (IRS  Employer
          of  Incorporation)                         Identification  No.)

                  620 Johnson Avenue, Bohemia, New York  11716
                  --------------------------------------------
                    (Address of Principal Executive Offices)

                                 (631) 218-0700
                                 --------------
                 (Issuer's Telephone Number Including Area Code)

                                 Not Applicable
             ---------------------------------------------------------
    (Former Name, Former Address and Former Fiscal Year, if Changed Since Last
                                     Report)

Check  whether the issuer: (1) filed all reports required to be filed by Section
13  or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days. Yes _X_ No___
                                                                        -

State  the  number of shares outstanding of each of the issuer's class of common
equity,  as of the latest practicable date: At November 18, 2002, the issuer had
outstanding  23,644,986  shares  of  Common  Stock,  par  value $.001 per share.
(Assuming  the  conversion  of  all  outstanding  Class  B  Preferred  Stock the
outstanding  common  stock  at  November  18,  2002 would increase to 93,769,962
shares).

Transitional  Small  Business  Disclosure  Format  (Check  one):  Yes[  ]  No[X]

                                        1
<PAGE>
                             VILLAGEWORLD.COM, INC.
                    INDEX TO QUARTERLY REPORT ON FORM 10-QSB
                FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                        Quarter Ended September 30, 2002

                              ITEMS IN FORM 10-QSB

     Page
     ----

Part  I     Financial  Information                                          3

Item  1.     Financial  Statements                                          3

Item  2.     Management's  Discussion  and  Analysis  of  Financial
             Condition  and  Results  of  Operations                       12

Item  3.     Controls  and  Procedures                                     17

Part  II     Other  Information                                            18

Item  1.     Legal  Proceedings                                            18

Item  2.     Changes  in  Securities                                      N/A

Item  3.     Defaults  Upon  Senior  Securities                           N/A

Item  4.     Submission of Matters to a Vote of Security Holders          N/A

Item  5.     Other  Information                                           N/A

Item  6.     Exhibits  and  Reports  on  Form  8-K                         18

Signatures  and  Certifications                                            19


                                        2
<PAGE>
<TABLE>
<CAPTION>

                                      VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEET

                                                                     September 30, 2002    December 31, 2001
                                                                    --------------------  -------------------
<S>                                                                 <C>                   <C>
ASSETS
Current Assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $             5,645   $           91,064
Accounts receivable, net of allowance for
 uncollectibles. . . . . . . . . . . . . . . . . . . . . . . . . .              408,638              403,569
Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . .               22,566               25,066
Prepaid expenses and other current assets. . . . . . . . . . . . .               30,985               90,147
                                                                    --------------------  -------------------
  Total Current Assets . . . . . . . . . . . . . . . . . . . . . .              467,834              609,846

Fixed assets, net of accumulated depreciation. . . . . . . . . . .              174,242              227,504
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,780,443            1,780,443
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . .               19,836               21,507
                                                                    --------------------  -------------------
  TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         2,442,355   $        2,639,300
                                                                    ====================  ===================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable - bank. . . . . . . . . . . . . . . . . . . . . . . .  $           192,718   $          192,718
Accounts payable and accrued expenses. . . . . . . . . . . . . . .              756,862              841,856
Commissions payable. . . . . . . . . . . . . . . . . . . . . . . .              115,497              183,188
Deferred income. . . . . . . . . . . . . . . . . . . . . . . . . .               72,907              218,676
Loans payable, related parties . . . . . . . . . . . . . . . . . .              958,333              957,091
                                                                    --------------------  -------------------
  Total Current Liabilities. . . . . . . . . . . . . . . . . . . .            2,096,317            2,393,529

Accrued cumulative preferred stock dividends . . . . . . . . . . .              144,830              107,320
                                                                    --------------------  -------------------
  Total Liabilities. . . . . . . . . . . . . . . . . . . . . . . .            2,241,147            2,500,849
                                                                    --------------------  -------------------

Commitments and Contingencies. . . . . . . . . . . . . . . . . . .                    -                    -
                                                                    --------------------  -------------------

Stockholders'  Equity:
Convertible Class B preferred stock; $.001 par value;
 1,000,000 shares authorized; 508,152 shares issued
 and outstanding . . . . . . . . . . . . . . . . . . . . . . . . .                  508                  508
Mandatorily Convertible Class C preferred stock; $.001 par value,
  non-voting; redeemable at $125; 25,000 shares authorized;
  8,777 and 11,900 shares outstanding, respectively. . . . . . . .                    9                    9
Common stock; $.001 par value; 200,000,000 shares authorized;
  23,710,265 and 23,481,030 shares issued, respectively. . . . . .               23,710               23,481
Additional paid in capital . . . . . . . . . . . . . . . . . . . .            5,996,887            5,947,786
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . .           (5,752,362)          (5,765,189)
Stock subscription receivable. . . . . . . . . . . . . . . . . . .               (2,920)              (3,520)
Treasury stock (65,279 shares at cost) . . . . . . . . . . . . . .              (64,624)             (64,624)
                                                                    --------------------  -------------------
  Total stockholders' equity . . . . . . . . . . . . . . . . . . .              201,208              138,451
                                                                    --------------------  -------------------

  TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         2,442,355   $        2,639,300
                                                                    ====================  ===================

</TABLE>

                                        3
<PAGE>

<TABLE>
<CAPTION>

                                               VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF OPERATIONS

                                                  Three Months Ended                       Nine Months Ended

                                      September 30, 2002    September 30, 2001   September 30, 2002    September 30, 2001
                                     --------------------  --------------------  -------------------  --------------------
<S>                                  <C>                   <C>                   <C>                  <C>
REVENUES:
Subscription services . . . . . . .  $           122,468   $           593,300   $         1,609,871  $         1,572,059
Installation, maintenance
 and consulting . . . . . . . . . .              334,042               109,065             1,129,066              358,427
Hardware sales. . . . . . . . . . .              120,003               277,406               332,984            1,043,493
Other revenues. . . . . . . . . . .                  180                16,294                 1,426               59,014
                                     --------------------  --------------------  -------------------  --------------------
  Total revenues. . . . . . . . . .              576,693               996,065             3,073,347            3,032,993
                                     --------------------  --------------------  -------------------  --------------------

COSTS AND EXPENSES:
Cost of sales . . . . . . . . . . .              259,652               825,218             1,787,514            2,317,676
Selling, general and
 administrative . . . . . . . . . .              341,931               385,963             1,154,244            1,436,173
Amortization of goodwill. . . . . .                    -                59,348                     -              178,044
Interest expense. . . . . . . . . .               23,450                20,929                79,023               75,809
                                     --------------------  --------------------  -------------------  --------------------
  Total costs and expenses. . . . .              625,033             1,291,458             3,020,781            4,007,702
                                     --------------------  --------------------  -------------------  --------------------

Net income (loss) . . . . . . . . .              (48,340)             (295,393)               52,566             (974,709)

Preferred stock dividends
 paid in-kind and accrued . . . . .               13,167                14,282                39,739               48,539
                                     --------------------  --------------------  -------------------  --------------------

Net income (loss) applicable
 to common stockholders . . . . . .  $           (61,507)  $          (309,675)  $            12,827  $        (1,023,248)
                                     ====================  ====================  ===================  ====================

Basic and diluted net income (loss)
 per common share . . . . . . . . .  $                 -   $                 -   $                 -  $             (0.01)
                                     ====================  ====================  ===================  ====================

Weighted average common
 shares outstanding, giving
 effect to the conversion to
 common stock of all Class B
 Preferred Stock outstanding:
 Basic. . . . . . . . . . . . . . .           93,769,962            92,055,879            93,683,998           90,830,439
                                     ====================  ====================  ===================  ====================
 Diluted. . . . . . . . . . . . . .           93,769,962            92,055,879            93,686,593           90,830,439
                                     ====================  ====================  ===================  ====================

Pro-forma amounts assuming
 retroactive application
 of Statement of Financial
 Accounting Standards No. 142:
Net income (loss) . . . . . . . . .  $           (48,340)  $          (236,045)  $            52,566  $          (796,665)
                                     ====================  ====================  ===================  ====================
Net income (loss) applicable to
 common stockholders. . . . . . . .  $           (61,507)  $          (250,327)  $            12,827  $          (845,204)
                                     ====================  ====================  ===================  ====================
Basic and diluted net income (loss)
  per common share. . . . . . . . .  $                 -   $                 -   $                 -  $             (0.01)
                                     ====================  ====================  ===================  ====================

</TABLE>

                                        4
<PAGE>
<TABLE>
<CAPTION>

                                        VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                      For the Nine Months Ended September 30, 2002

                                             Class B                 Class C
                                         Preferred Stock         Preferred Stock            Common Stock
                                         ----------------        ----------------           ------------
                                         Shares       Amount       Shares     Amount     Shares       Amount
                                    -------------  ------------   ---------  -------  ----------      -------
<S>                                 <C>               <C>               <C>           <C>      <C>         <C>
Balance, January 1, 2002 . . . . .          508,152   $    508      8,943   $     9    23,481,030   $   23,481

Conversion of preferred shares
 (first quarter) . . . . . . . . .                                   (166)        -       129,235          129

Issuance of shares for services. .                                                        100,000          100

Exercise of nominal stock options

Accrued  cumulative dividends
 on preferred stock

Capital contribution imputed
 for interest expense. . . . . .

Net income                                        -          -          -         -             -            -
                                    ----------------  ----------  --------  -------    ----------   ----------

Balance, September 30, 2002. . . .          508,152   $    508      8,777  $     9     23,710,265   $   23,710
                                    ================  ==========  ========  =======    ==========   ==========
</TABLE>

<TABLE>
<CAPTION>

                                     Additional                       Stock                                   Total
                                      Paid-In      Accumulated    Subscription        Treasury Stock      Stockholders'
                                                                                      ---------------     -------------
                                      Capital        Deficit       Receivable        Shares       Amount        Equity
                                    ------------  -------------  --------------  ------------  -------------  --------
<S>                                 <C>           <C>            <C>             <C>              <C>              <C>
Balance, January 1, 2002 . . . . .  $ 5,947,786   $ (5,765,189)  $    (3,520)       (65,279)  $   (64,624)   $138,451

Conversion of preferred shares
 (first quarter) . . . . . . . . .        2,100           (240)                                                 1,989

Issuance of shares for services. .       15,900              -                                                 16,000

Exercise of nominal stock options.                                       600                                      600

Accrued  cumulative dividends
 on preferred stock. . . . . . . .                     (39,499)                                               (39,499)

Capital contribution imputed
 for interest expense. . . . . . .       31,101                                                                31,101

Net income . . . . . . . . . . . .            -         52,566             -              -             -      52,566
                                    ------------  -------------  ------------  -------------  ------------    --------

Balance, September 30, 2002         $ 5,996,887   $ (5,752,362)  $    (2,920)       (65,279)  $   (64,624)    $201,208
                                    ============  =============  ============  =============  ============    ========

</TABLE>

                                        5
<PAGE>
<TABLE>
<CAPTION>

                                                VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                            For the Nine Months Ended September 30, 2001

                                                      Class B                      Class C
                                                    Preferred Stock             Preferred Stock         Common Stock
                                                   ----------------           -----------------         ------------
                                                     Shares       Amount      Shares     Amount       Shares    Amount
                                                    -------       ------      ------     ------       ------   -------
<S>                                              <C>               <C>          <C>         <C>        <C>         <C>
Balance, January 1, 2001. . . . . . . . . . . .      508,152   $    508       11,900   $  12      19,520,236   $19,520


Conversion of preferred shares
  (first quarter) . . . . . . . . . . . . . . .                                 (385)                402,383       403

Conversion of preferred shares
  (second quarter) . . . . . . .. . . . . . . .                               (1,780)     (2)      1,707,114     1,707

Conversion of preferred shares
  (third quarter) . . . . . . . . . . . . . . .                                 (370)     (1)        393,936       394

Shares issued for executive
  compensation . .  . . . . . . . . . . . . . .                                                      200,000       200

Shares issued for services. . . . . . . . . . .                                                       75,000        75

Accrued  cumulative dividends
  on preferred stock

Capital contribution imputed
  for interest expense

Net loss. . . . . . . . . . . . . . . . . . . .           -           -            -       -               -         -
                                                     -------   --------       --------  -----     ----------   -------

Balance, September 30, 2001 . . . . . . . . . .      508,152   $    508        9,365   $   9      22,298,669   $22,299
                                                     =======  ==========      ========  =======   ==========   =======
</TABLE>

<TABLE>
<CAPTION>

                                  Additional                       Stock                                 Total
                                   Paid-In      Accumulated    Subscription     Treasury Stock         Stockholders'
                                                                               ---------------       ---------------
                                   Capital        Deficit       Receivable      Shares       Amount         Equity
                                 ------------  -------------  --------------  ---------    ---------       -------
<S>                              <C>           <C>            <C>             <C>              <C>              <C>
Balance, January 1, 2001. . . .  $ 5,823,339   $ (4,582,732)  $  (2,520)       (65,279)  $  (64,624)    $ 1,193,503

Conversion of preferred shares
  (first quarter) . . . . . . .        2,123           (215)                                                  2,311

Conversion of preferred shares
  (second quarter) . .. . . . .       13,812         (2,167)                                                 13,350

Conversion of preferred shares.
  (third quarter) . . . . . . .        3,169           (234)                                                  3,328

Shares issued for executive
  compensation . . . .  . . . .       20,800                     (2,000)                                     19,000

Shares issued for services. . .        7,425                                                                  7,500

Accrued  cumulative dividends
  on preferred stock . .. . . .                     (45,923)                                                (45,923)

Capital contribution imputed
  for interest expense . .. . .       25,324                                                                 25,324

Net loss. . . . . . . . . . . .            -       (974,709)          -              -            -        (974,709)
                                 ------------  -------------  ----------  -------------  -----------     -----------

Balance, September 30, 2001 . .  $ 5,895,992   $ (5,605,980)  $  (4,520)       (65,279)  $  (64,624)    $   243,684
                                 ============  =============  ==========  =============  ===========     ===========

</TABLE>

                                        6
<PAGE>

<TABLE>
<CAPTION>

                                                VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                       Nine Months Ended September 30,
                                                                                         2002                   2001
                                                                                        -----                   ----
<S>                                                                        <C>                                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          52,566           $     (974,709)
                                                                           ------------------          ---------------
Adjustments to reconcile to net cash required
 by operating activities:
  Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .             53,321                  235,662
  Stock issued for compensation . . . . . . . . . . . . . . . . . . . . .             15,800                   26,500
  Interest expense accrued and imputed on related party loans . . . . . .             47,922                   36,800
  Decrease (increase) in:
      Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . .             (5,069)                (357,823)
      Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              2,500                   24,806
      Prepaid expenses and other current assets . . . . . . . . . . . . .             59,362                  (45,637)
  Increase (decrease) in:
      Accounts payable and accrued expenses . . . . . . . . . . . . . . .            (84,994)                 294,587
      Commissions payable . . . . . . . . . . . . . . . . . . . . . . . .            (67,691)                       -
      Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . .           (145,769)                 107,606
      Other current liabilities . . . . . . . . . . . . . . . . . . . . .                  -                   67,154
                                                                           ------------------          ---------------
  Total adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .           (124,618)                 389,655
                                                                           ------------------          ---------------
Net cash required by operating activities. . . . . . . . . . .                       (72,052)                (585,054)
                                                                           ------------------          ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Decrease in other assets. . . . . . . . . . . . . . . . . . . . . . . .              1,612                      222
                                                                           ------------------          ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:

  Note payable proceeds, net . . . . . . . . . . . . . . . .                               -                   67,718
  Exercise of stock options . . . . . . . . . . . . . . . . . . . . . . .                600                        -
  Related party loan proceeds (repayments). . . . . . . . . . . . . . . .            (15,579)                 337,144
                                                                           ------------------          ---------------
Net cash provided (required) by financing activities. . . . . . . . . . .            (14,979)                 404,862
                                                                           ------------------          ---------------

NET DECREASE IN CASH . . . . . . . . . . . . . . . . .                               (85,419)                (179,970)
Cash, beginning of period . . . . . . . . . . . . . . . . . . . . . . . .             91,064                  271,032
                                                                           ------------------          ---------------
Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           5,645          $        91,062
                                                                           ==================          ===============

Supplemental disclosures of cash flow information:
  Cash paid during the period for:. . . . . . . . . . . . . . . . . . . .
    Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          31,101          $        41,113
    Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  -                        -

Supplemental disclosures of non-cash investing and financing activities:
  Common stock issued for prepaid services/compensation . . . . . . . . .                200                   26,500
  Cumulative $6 Class C preferred stock dividend accrued/paid in-kind . .             39,739                   48,539
</TABLE>

                                        7
<PAGE>

                     VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements

 (Note  1)          The  Company  and  Basis  of  Presentation
                    ------------------------------------------

VillageWorld.Com,  Inc.,   provides  community-oriented  Internet  access  under
private  labels  and  installs,  maintains and services computer network systems
consisting of full hardware and proprietary software solutions.  The Company has
two  principal  subsidiaries,  VillageNet,  Inc.  ("VillageNet") and Intelligent
Computer Solutions, Inc. ("ICS"). VillageNet provides Internet on-line services,
offering  its  subscribers  a  variety  of  services  including electronic mail,
software,  computing  support,  and  easy  access  of  the  Internet. VillageNet
provides  small  businesses,  school  districts  and  others  with fully managed
services  that  include Internet connections, remote dial access and Web hosting
services.  ICS  offers full service system integration, specializing in high-end
computer networking infrastructures, Internet solutions, and Local and Wide Area
Network installations. All intercompany balances and transactions are eliminated
in  consolidation.  The  Company  considers  itself  to  operate in one business
segment;  such segment comprises one business reporting unit.  (See Notes 11 and
12).

The  results  of operations for the three and nine-month periods ended September
30,  2002  are  not  necessarily indicative of the results of operations for the
full  year  ending  December  31,  2002.  The  accompanying financial statements
should  be  read  in  conjunction  with  the  Company's  consolidated  financial
statements  for  the  year  ended  December  31, 2001 appearing in the Company's
Annual Report on Form 10-KSB.

The  information  herein  is  unaudited.  However, in the opinion of management,
such  information  reflects all adjustments (consisting only of normal recurring
adjustments)   necessary  to  make  the  financial  statements  not  misleading.
Additionally, in accordance with applicable standards for interim reporting, the
accompanying  financial  statements do not include all disclosures in conformity
with  generally  accepted  accounting principles.  The Company's chief executive
officer  and  chief  financial  officer  have  certified  this  Form  10Q-SB  in
accordance  with  the requirements of Sections 302 and 906 of the Sarbanes-Oxley
Act  of  2002.  (See  the Certifications following the Signature Page as well as
Exhibits 99.1 and 99.2 included in Item 6 of Part II hereof).

(Note  2)          Going  Concern:  International Networking Operations and Loss
                   -------------------------------------------------------------
                   of  Major  Customer
                   -------------------

The  accompanying condensed consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of  America applicable to a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
Company's  losses from operations in fiscal 2001 and 2000 and the related use of
cash  for operating activities have resulted in an extremely tight cash position
and  a  deficit  in  working  capital  of $1,628,483 at September 30, 2002 and a
current  ratio at such date of 0.22 to 1.  The Company had profitable operations
in  each  of  the  first  two quarters of fiscal 2002, followed by a loss in the
third fiscal quarter, which reduced the year-to-date net income by slightly less
than  fifty  percent.  The Company's severely limited current financial position
continues to call into question its ability to operate as a going concern.

In  October  2001 the Company announced the final approval by the U.S. Air Force
of  a  multi-million  dollar contract to implement a local and wide area network
solution  for  the  Royal Saudi Air Force ("RSAF") awarded to a related company,
ATTI  International  Development,  Inc.  ("AID"), which sub-contracted a portion
thereof  to  the  Company  pursuant to a verbal agreement.  In December 2001 the
Company  began  work  on  its portion of the initial contract.  As of August 15,
2002,  the Company had completed its work on such contract for which it received
$600,000  and  had  also completed work on a second verbally agreed-to contract,
for  which  it has received $300,000.  AID has advised the Company it is hopeful
of being awarded additional contracts on similar projects with the Saudi Arabian
government,  which  would likely require the Company's work as a sub-contractor.
Presently  two such projects are being pursued, for low and medium to high eight
figure  amounts,  respectively.  It  is  not  yet  known  what  portion of these
contracts, if eventually awarded to AID, would be sub-contracted to the Company;
the  Company's  portion  of the first completed contract comprised approximately
10%.

                                        8
<PAGE>

The Company is also independently seeking additional contracts directly with the
Saudi  government.  At  present  there  are two projects being pursued, for high
seven  and  low  to  moderate  eight  figure amounts, respectively.  There is no
assurance that AID or the Company will be awarded any of these projects.

The  Company  was  profitable in the first six months of fiscal 2002 although it
had  a  loss in the third fiscal quarter.  The Company had net income of $52,566
for  the  nine  months  ended  September 30, 2002.   In  order to  operate as  a
going concern, the  Company  must consistently  achieve  profitable  operations.
Operations  in  the third quarter were, and future operations will be negatively
affected  by  the loss in June of 2002 of the Company's largest customer for its
Internet   on-line  services,  which   customer  accounted  for  $1,444,688  and
$1,312,371  of  sales  for the six-month period ended June 30, 2002 and the year
ended  December  31,  2001,  respectively.  Such sales constituted approximately
47.8  and  33.6% of the Company's total sales for such periods.  The gross costs
historically associated with this customer ere approximately 85%.

The Company must also restructure its related party debt to insure its long-term
viability.  Management  is  hopeful  it  will be successful in restructuring its
related  party  debt,  in  connection  with  any  additional overseas networking
projects  being awarded, either to AID, or directly to the Company, as discussed
above,  and  that  the  high-profit  networking  revenues therefrom will largely
offset  the loss of the Internet customer.  However, no assurances regarding any
of  these  matters can be given, including the continued availability of related
party  loans.  As  of  September  30,  2002, the Company's related party debt of
$958,333  is  due on demand.  The condensed consolidated financial statements do
not  include  any  adjustments that might result from the Company's inability to
continue  as  a  going  concern.  (See  Note  5  to  the  condensed consolidated
financial statements).

(Note  3)          Allowance  for  Doubtful  Accounts
                   ----------------------------------

The  Company  historically  has  had  little  incidence  of  uncollectible trade
receivables.  However  during  the second and third quarters of fiscal 2002, the
Company  provided  an  additional  allowance for doubtful accounts of $10,000 in
each  quarter  with respect to one Internet service customer in the Boston area.
At  September  30,  2002,  this  reserve  constituted  approximately 75% of such
customer's   account  receivable  balance  and  increased  the  Company's  total
allowance for doubtful accounts to $25,000.

(Note  4)          Bank  Loan
                   ----------

At  September 30, 2002, the Company's bank debt, pursuant to its $200,000 credit
facility,  was $192,718, payable upon demand.  If no demand for payment is made,
the  outstanding  borrowings  are due May 31, 2003, the present maturity date of
the credit facility.

(Note  5)          Loans  Payable,  Related  Parties
                   ---------------------------------

The  Company  repaid  $15,579 of its related party indebtedness during the first
nine  months  of  2002,  exclusive of current accruals for interest thereon.  At
September  30,  2002,  $958,333,  including  accrued  interest,  is outstanding,
repayment of which is presently due on demand.

(Note  6)          Conversion  of  Preferred  Stock
                   --------------------------------

On  March  21,  2002,  165.75  shares  of Class C Preferred Stock, together with
$2,229 of accrued dividends, were converted into 129,235 shares of common stock.
In  accordance  with the terms of the preferred stock issue, such conversion was
made  at  a  discount  of 25% from the average of the closing bid prices for the
Company's  common  stock  during  the  five  trading  days prior to the holder's
election  to  convert.  After  such  conversions, 8,777.59  shares  of  Class  C
Preferred  Stock  remain  outstanding.  The  terms  of the preferred stock issue
further  provide  that  on December 28, 2002, any Class C Preferred Stock, which
has not yet been converted, shall be automatically converted, without any action
on the part of the holder, to the number of shares of the Company's common stock
as  such  holder  would  receive if he or she had elected to convert his Class C
Preferred stock on that date.


                                        9
<PAGE>
Note  7)          Issuance  of  Common  Stock
                  ---------------------------

In January 2002, a holder of 60,000 common stock purchase options exercised such
options and paid the aggregate $600 exercise price therefor.  Due to the nominal
$.01  per  share exercise price, the shares had been treated as outstanding from
the option grant date in accordance with SFAS No. 128.

On  May  14, 2002, as consented to by the Board of Directors, the Company issued
100,000  common  shares  in  satisfaction  of $16,000 of certain consulting fees
applicable  to  the  current  fiscal  year.  The  shares  were  issued under the
Company's  1998 Performance Equity Plan and exhausted the availability of shares
or option rants under such Plan.  (See Notes 8B and 8C).

(Note  8)          Stock  Option  Plans
                   --------------------

    (A)     1996  Performance  Equity  Plan:

Pursuant  to  the  Company's 1996 Performance Equity Plan, on March 31st of each
year  during  the  term of such Plan, assuming there are enough shares available
for  grant  thereunder,  each person who is a director of the Company is awarded
options  to  purchase  2,000  shares  of  common  stock at the fair market value
thereof, which options are immediately exercisable as of the date of grant for a
term of ten years.  On April 1, 2002, the five directors of the Company received
this  automatic  grant  of  options  at  an  exercise  price of $0.26 per share.
However,  due  to  the  availability of only 8,232 shares remaining for issuance
under  the 1996 Plan, options to purchase 1,646 and 1,647 shares were granted to
three  and two directors, respectively. This grant exhausted the availability of
options under the 1996 Plan.  (See Note 8C).

    (B)     1998  Performance  Equity  Plan:

The  Company's  1998  Performance Equity Plan provided for the issuance of up to
400,000   shares  of  common   stock  to  employees,  officers,   directors  and
consultants.  The  awards were to consist of incentive and nonqualified options,
stock   appreciation  rights,  restricted,  deferred  stock  and  other  awards,
including  outright  grants  as  described in such Plan.  The Board of Directors
determined  terms  and vesting periods.  On May 14, 2002, as consented to by the
Board  of  Directors,  the  Company issued 100,000 common shares under the Plan,
exhausting  the availability of any further grants thereunder.  (See Notes 7 and
8C).

    (C)     2002  Award  and  Incentive  Plan:

In  April  2002,  the Board of Directors determined it was in the Company's best
interests  to  adopt  the 2002 Stock Award and Incentive Plan (the "2002 Plan"),
with  the approval of shareholders.  The 2002 Plan provides for a broad range of
awards,  including  incentive and non-qualified options, restricted and deferred
stock,  performance  awards, stock appreciation rights and other types of equity
awards.  A  total  of  2,000,000  of  shares  of  Common  Stock are reserved and
available  for  grant  under  the  2002 Plan.  The 2002 Plan carries forward the
automatic  annual  grant  of  2000 options to each director provided by the 1996
Plan.  The Company's shareholders ratified the 2002 Plan in June 2002.

(Note  9)          Lease  Modification
                   -------------------

In  July 2002, the Company extended the lease term for two of its suites through
June  30,  2005  at  an  annual  aggregate rental of $77,000, and gave notice of
termination, which became  effective as  of October 1, 2002 and without penalty,
of the lease for the third suite, which had an annual rental of  $33,600.

(Note  10)         Litigation
                   ----------

    (A)     Metro-North:

In  April 2002, ICS was named as the defendant in a breach of contract complaint
brought  by  Metro-North Commuter Railroad, which had ordered computer equipment
pursuant to a fixed bid.  The complaint specified damages of $91,052 plus costs.
As  advised  by special litigation counsel, management does not believe that any
significant loss to the Company will result.

                                       10
<PAGE>

    (B)     UltraStar:

In  September  2002,  UltraStar  brought  an action against the Company alleging
various breaches of contract and seeking judgment and compensatory damages in an
amount  asserted  to  be  not  less  than  $220,000  plus interest.  The Company
believes  this  action  to  be  totally without merit, and as advised by special
litigation counsel, management does not believe that any significant loss to the
Company will result.

(Note  11)         Adoption  of  SFAS  No.  142
                   ----------------------------

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards  No.  142, "Goodwill and Other Intangible Assets," ("SFAS 142").  This
pronouncement requires that goodwill no longer be periodically amortized against
operations,  but  be tested for impairment using a fair value methodology.  Upon
adoption,  the  carrying value of goodwill was required to be assigned to one or
more  business  reporting  units.  The Company's operations are comprised within
one such reporting unit.  The new standard requires a two-step test to determine
the  impairment of the recorded value of goodwill; the first step determines the
existence  of impairment and the second step quantifies the amount, if any.  The
two  steps  were  to be completed within six and twelve months, respectively, of
adoption.  If  the  first  step  indicates  no  impairment,  the  second step is
obviated.  The  Company performed the first step of what the statement refers to
as  the  transitional  impairment test during the second quarter of fiscal 2002,
using  its  market  capitalization  as  the  measure  of  fair  value; such test
indicated  no  impairment  of the Company's goodwill as of January 1, 2002.  The
pronouncement  also  requires  an annual impairment test for all years beginning
with the year of adoption.  SFAS 142 provides that the transitional test may not
be  used  as  the  first year's annual test unless the entity specifies that all
future annual tests will be performed at the beginning of the year.  The Company
has determined that it will perform all future annual impairment tests as of the
beginning of each succeeding fiscal year.  (See  Note  12).

The  following  table  reflects  reported  results  of  operations for the third
quarter  and  first  nine months of fiscal 2002 as well as the adjustment of the
reported  net  loss  for  the  comparable periods of fiscal 2001 that would have
occurred if the new standard had been applied at the beginning of 2001. Loss per
share for 2001 would not have been affected.

                                                 Quarter  Ended  September  30,
                                                 ------------------------------
                                                    2002                  2001
                                                    ----                  ----
Reported  net  income  (loss)                    $(48,340)            $(295,393)
Add  back:  Goodwill amortization                       -                59,348
                                                ----------           -----------
Adjusted  net  income  (loss)                    $(48,340)            $(236,045)
                                                 =========            ==========

                                            Nine  Months  Ended  September  30,
                                            -----------------------------------
                                                    2002                  2001
                                                    ----                  ----
Reported  net  income  (loss)                    $52,566              $(974,709)
Add  back: Goodwill amortization                       -                178,044
                                               ----------             ----------
Adjusted net income (loss)                       $52,566              $(796,665)
                                                 =======              ==========

(Note  12)         Third  Quarter  Impairment  Test
                   --------------------------------

As  a result of (i) the loss of UltraStar, the Company's largest customer of its
Internet  on-line services, (ii) the uncertainty regarding the timing and amount
of  additional overseas networking contracts or sub-contracts, if any, and (iii)
the  related  continuing  uncertainty  regarding the Company's continuation as a
going  concern,  the  Company tested its goodwill for impairment as of September
30,  2002.  The  Company,  whose operations are comprised in one reporting unit,
determines  its fair value for purposes of applying the goodwill impairment test
required  by  SFAS  142  based  on  its  market  capitalization.   Based  on the
Company's  market capitalization at that time, step one of the test disclosed no
impairment  of  goodwill.  The  Company  will  likely  continue  to evaluate its
goodwill  for  impairment  on  a  quarterly  basis  as  long  as the significant
uncertainties it currently faces continue.

(Note  13)         Earnings  (Loss)  Per  Share
                   ----------------------------

For the nine months ended September 30, 2002, the dilutive effect of outstanding
options  during the first six months of fiscal 2002 was 2,595 equivalent shares.
For  each  of  the  fiscal  2001 quarters and for the fiscal 2002 third quarter,
outstanding options and warrants  were anti-dilutive and have been ignored.

                                       11
<PAGE>

Item  2.     Management's  Discussion  and  Analysis  of Financial Condition and
             Results  of  Operations

     The  following  discussion  and analysis should be read in conjunction with
the Company's condensed consolidated financial statements and the notes thereto.
The  discussion  of  results, causes and trends should not be construed to imply
any  conclusion  that  such  results  or trends will necessarily continue in the
future.

Forward-Looking  Statements

     When used in this Form 10-QSB and in future filings by the Company with the
Securities   and  Exchange  Commission,  the  words   or  phrases  "will  likely
result,"," management expects" or  "the  Company expects," "will  continue," "is
anticipated,"  "estimated"  or  similar  expressions  are  intended  to identify
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange  Act  of  1934,  as  amended.  Readers are cautioned not to place undue
reliance on any such forward-looking statements, each of which speaks only as of
the  date  made.  Such statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results and
those  presently  anticipated  or  projected.  The  Company has no obligation to
publicly  release  the  result  of  any  revisions,  which  may  be  made to any
forward-looking  statements  to  reflect  anticipated or unanticipated events or
circumstances occurring after the date of such statements.

Recent  Accounting  Pronouncements:

     On  January  1,  2002,   the  Company  adopted  SFAS  No.   141,  "Business
Combinations"  and  SFAS  No. 142, "Goodwill and Other Intangible Assets."  As a
result,  the  Company stopped amortizing goodwill as a charge against operations
during  the  first  quarter  of  2002.  In  addition, the Company is required to
conduct  an  annual  review  of  goodwill  for potential impairment. The Company
completed  its  review  and  did  not have to record a charge to earnings for an
impairment  of  goodwill as a result of the new standards.  (See Notes 11 and 12
to the Condensed Consolidated Financial Statements).

     In  August  2001,  the Financial Accounting Standards Board issued SFAS No.
143  "Accounting for Asset Retirement Obligations" which addresses the financial
accounting  and  reporting  for  obligations  associated  with the retirement of
tangible long-lived assets and the associated assets' retirement costs.  The new
standard  will  be  effective  for years beginning January 1, 2003.  The Company
does  not  anticipate that this new standard will have any significant effect on
its future financial condition or results of operations.

     Effective  January  1,  2002, the Company adopted SFAS No. 144, "Accounting
for  the  Impairment  or Disposal of Long-Lived Assets," which replaces SFAS No.
121,  "Accounting  for the Impairment of Long-Lived Assets and Long-Lived Assets
to  be  Disposed  Of."  SFAS  No.  144  provides updated guidance concerning the
recognition  and  measurement  of  an  impairment  loss  for  certain  types  of
long-lived  assets,  expands  the scope of a discontinued operation to include a
component  of  an  entity  and  eliminates  the  exemption to consolidation when
control  over  a subsidiary is likely to be temporary.  The adoption of this new
standard  did  not  have  a material impact on the Company's financial position,
results of operations or cash flows.

     In  April  2002,  the  Financial Accounting Standards Board issued SFAS No.
145,  "Rescission  of  FASB  Statements  No.  4,  44,  and 64, Amendment of FASB
Statement  No. 13, and Technical Corrections."  This Statement rescinds SFAS No.
4,  "Reporting  Gains  and  Losses  from  Extinguishment  of Debt," SFAS No. 44,
"Accounting  for  Intangible Assets of Motor Carriers," and an amendment to SFAS
No.  4,  SFAS  No.  64,  "Extinguishments  of  Debt Made to Satisfy Sinking-Fund
Requirements."  SFAS  No.  145  also  amends  paragraph  14(a)  of  SFAS No. 13,
"Accounting  for  Leases,"  to eliminate an inconsistency between the accounting
for  sale-leaseback  transactions  and  certain  lease  modifications  that have
economic  effects  that are similar to sale-leaseback transactions.  The Company
does not believe the effects of this new standard will have a material effect on
its future financial condition or operations.

     On  July 30, 2002, the Financial Accounting Standards Board issued SFAS No.
146,  "Accounting  for Costs Associated with Exit or Disposal Activities."  SFAS
No.  146  requires companies to recognize costs associated with exit or disposal
activities  when they are incurred rather than at the date of a commitment to an
exit  or disposal plan.  Costs covered by SFAS No. 146 include lease termination
costs   and  certain  employee  severance  costs  that  are  associated  with  a
restructuring,  discontinued  operation, plant closing or other exit or disposal
activity.  This  statement is effective for exit or disposal activities that are
initiated  after  December  31,  2002.  Accordingly,  the Company will apply the
provisions of SFAS No. 146 prospectively to exit or disposal activities, if any,
initiated after December 31, 2002.

     In  October  2002, the Financial Accounting Standards Board issued SFAS No.
147,  "Acquisitions  of  Certain  Financial Institutions."  This standard is not
expected to have any effect on the Company.

                                       12
<PAGE>

Critical  Accounting  Judgments:

     The  preparation  of  financial  statements  in  conformity with accounting
principles  generally  accepted  in  the  United  States  requires estimates and
assumptions that affect the reported amounts of assets and liabilities, revenues
and  expenses,  and  related disclosures of contingent assets and liabilities in
the  consolidated   financial  statements  and  accompanying  notes.   The  U.S.
Securities  and  Exchange  Commission  ("SEC")  has defined a company's critical
accounting  policies as the ones that are most important to the portrayal of the
company's  financial  condition and results of operations, and which require the
company  to  make its most difficult and subjective judgments, often as a result
of  the  need to make estimates of matters that are inherently uncertain.  Based
on  this definition, the Company has identified the critical accounting policies
and  judgments addressed below.  Other key  accounting policies,  which  involve
the use of  estimates,  judgments  and   assumptions  that  are  significant  to
understanding  the  Company's  results  are  described  in  Note  2  "Summary of
Accounting   Policies"  in  Item  7  of  Part  II,   "Financial  Statements  and
Supplementary  Data," of the Company's Annual Report on Form 10-KSB for the year
ended  December  31,  2001. The Company believes that its estimates, assumptions
and  judgments  are  reasonable,  but  they are based upon information presently
available.  Actual  results  may differ significantly from these estimates under
different assumptions, judgments or conditions.

Significant  Accounting  Policies:

Accounting  for  Goodwill  and  Related  Impairment  Testing

     Effective  January  1,  2002, the Company adopted SFAS No. 141 and SFAS No.
142.  SFAS  No. 141 requires business combinations initiated after June 30, 2001
to  be  accounted  for using the purchase method of accounting, and broadens the
criteria  for  recording intangible assets apart from goodwill.  The Company has
evaluated  its goodwill, all of which was acquired effective July 1, 1999, using
the criteria of SFAS No. 141 and SFAS No. 142, which pronouncements require that
purchased  goodwill no longer be amortized, but instead be tested for impairment
at  least  annually.  SFAS No. 142 prescribes a two-phase process for impairment
testing  of  goodwill.  The first phase screens for impairment, while the second
phase  (if  necessary)  measures the impairment. The Company completed the first
phase  of  the  transitional  impairment  test  in the second quarter of 2002 as
specified  by  SFAS  No.  142,  although,  in accordance with such standard, the
goodwill was tested as of January 1, 2002.  That analysis found no impairment of
recorded  goodwill;  accordingly,  the second testing phase for the transitional
test was not necessary.  As a result of (i) the loss of UltraStar, the Company's
largest  customer  of  its  Internet  on-line  services,  (ii)  the  uncertainty
regarding  the  timing and amount of additional overseas networking contracts or
sub-contracts,  if  any,  and (iii) the related continuing uncertainty regarding
the  Company's  continuation as a going concern, the Company tested its goodwill
for  impairment  as  of  September  30, 2002.  The Company, whose operations are
comprised  in  one  reporting  unit,  determines  its fair value for purposes of
applying  the  goodwill impairment  test  required  by SFAS No. 142 based on its
market  capitalization.  Based  on  the  Company's market capitalization at that
time,  step  one  of  the test disclosed no impairment of goodwill.  The Company
will  likely  continue  to  evaluate  its goodwill for impairment on a quarterly
basis as long as the uncertainties it currently faces continue.

Results  of  Operations:

Three  Months  Ended September 30, 2002 Compared to Three Months Ended September
30,  2001:

     For  the  three  months  ended September 30, 2002, total revenues decreased
$419,372,  or  42.1%,  to  $576,693  from $996,065 one year ago, as subscription
revenues  fell  dramatically  as  a  result of the loss of the Company's largest
Internet  services  customer  as described below.  Installation, maintenance and
consulting  revenues  more  than tripled, while hardware and other sales fell by
more than one-half.

     Subscription  revenues  decreased by $470,832, or 79.4%, to $122,468 in the
current  quarter  from $593,300 one year ago.  The reason for the large decline,
as  disclosed in the previous quarter's filing, was that effective June 30, 2002
UltraStar  ceased  to be a customer of the Company.  UltraStar was the Company's
largest customer and accounted for $357,777, or 60.3%, of  subscription revenues
and 35.9% of total revenues for the third quarter of 2001.

     Installation,  maintenance  and  consulting  service  revenues increased by
$224,977, or 206.3%, to $334,042 in the 2002 quarter from $109,065 one year ago.
This  increase  was due to the Company's sub-contracting work on the RSAF Prince
Sultan Air Force Base computer network upgrade project in Saudi Arabia, pursuant
to  a  verbal agreement.  Two monthly contract-related payments of $100,000 each
were  received  during the quarter related to the second of two verbal contracts
awarded  to  the  Company  by AID in May 2002.  Such second contract encompassed
payments of $100,000 through August 2002.

                                       13
<PAGE>

     Hardware  sales  fell  by  $157,403  or  56.7%,  to $120,003 in the current
quarter  of 2002 from $277,406 in the third quarter one year ago.  This decrease
continues  the  recent  general trend of lower hardware sales as the Company has
been  focusing  on  higher  margin  consulting,   installation  and  maintenance
services, although compared to the second quarter of 2002, hardware sales in the
current  quarter  increased  by  $22,840,  or  23.5%.  Other  revenues decreased
$16,114 or 98.9% from $16,294 in  2001 to $180 in the current quarter reflecting
a  decrease in software sales, further reflecting the Company's concentration on
its principal operations.

     Cost  of  sales  was $259,652, representing 45.0% of total revenues for the
three  months ended September 30, 2002, compared to $825,218, constituting 82.8%
of  total  revenues  for  the  same  period  one year ago, reflecting the higher
proportion  this  year  of  total  revenues from networking operations.  Cost of
sales  for VillageNet was $73,840, or 60.2% of revenues for the current quarter,
compared  to  $581,833, comprising 98.1% of related revenues one year ago.  This
increase  in  margin  reflects the extremely high costs associated with revenues
earned  on  the  services provided to UltraStar in prior periods.  Cost of sales
for  ICS  was  $185,812  or  40.9%  of hardware sales, installation services and
maintenance/consulting  for  the three months ended September 30, 2002, compared
to  $243,385,  or  63.0%,  one  year ago. The large decrease in these costs as a
percentage of sales for ICS reflects the significantly greater mark-up earned by
the  Company  on  its  much-increased  labor-based maintenance, installation and
consulting services.

     Total  gross  margin  increased  by  $146,194, or 85.6%, to $317,041 in the
current  quarter  from  $170,847  one  year ago.  As a percentage of sales, this
measure increased by 37.8% to 55.0% from 17.2%.

     Selling, general and administrative expenses ("SG&A") were $341,931 for the
quarter ended September 30, 2002, a decrease of $44,032, or 11.4%, from $385,963
one  year  ago.  Payroll and related benefits, which comprise the largest single
item  in  this  expense  classification,  led the decrease in this category as a
whole by declining $68,898, or 25.2%, to $204,049 in 2002 from $272,947 in 2001.
As  a  percentage  of  sales, SG&A costs increased by 20.6% to 59.3% in the 2002
quarter  from 38.7% in 2001.  Of the total SG&A expenses in the current quarter,
$88,743,  or 72.4% of sales, was for VillageNet and $253,188, or 55.8% of sales,
was  for  ICS,  compared  to  $74,354  and  $311,609,  12.5% and 80.6% of sales,
respectively, one year ago.  For VillageNet, the substantial increase in SG&A as
a  percentage  of sales is of course due to the loss of UltraStar.  For ICS, the
improvement  reflects  various economies of scale related to the higher level of
revenues  during  the  current  quarter  as well as the effect of continued cost
cutting measures.

     The  Company adopted SFAS No. 142 effective January 1, 2002 and accordingly
ceased  amortization of goodwill.  For the 2001 quarter amortization of goodwill
was  $59,348, or 6.0% of sales.  The Company conducted the transitional goodwill
impairment  test  during  the second quarter of 2002. Such test, performed as of
January  1,  2002,  showed  no impairment of the carrying value of the Company's
goodwill.  The  Company  evaluated its goodwill as of September 30, 2002 as well
and  again  found   no   impairment  of  its   goodwill  based  on   its  market
capitalization.  (See  Notes  11  and 12 to the Condensed Consolidated Financial
Statements).

     Interest  expense  increased  by  $2,521  to  $23,450 for the quarter ended
September 30, 2002 from $20,929 one year ago.  Included in this expense category
are  certain  vendor  late  charges,  incurred  by the Company as an unavoidable
consequence  of  its  tight cash position.  The Company has been working closely
with its vendors to keep such late charges to a minimum.

     Total costs and expenses decreased by $666,425 or 51.6%, to $625,033 in the
current  quarter  from  $1,291,458 one year ago and decreased as a percentage of
total sales by 21.3% to 108.4% this period from 129.7% last year.

     Net  loss  for  the  quarter  was  $48,340,  representing  8.4%  of  sales,
compared to a net  loss of $295,393  constituting 29.7% of sales  one year  ago.
The 21.3 % improvement reflects the increase in gross profit of $146,194 and the
decrease  in the ratio of SG&A expenses to gross profit by 118.0% from 225.9% in
2001  to  107.9%  in  2002, as well as the cessation of periodic amortization of
goodwill.

     Preferred  stock  dividends  paid in-kind and/or accrued totaled $13,167 in
the  2002  quarter and $14,282 in the quarter one year ago.  Net loss applicable
to  common  stockholders was accordingly $61,507 in the current quarter compared
to a net loss applicable to common stockholders of $309,675 in the corresponding
quarter  of  2001,  an  improvement of $248,168.  As equivalent weighted average
common  shares  outstanding exceeded 90,000,000 shares in both periods, loss per
common share was less than $.01 in both the current and the prior year quarters.

                                       14
<PAGE>

     On a pro-forma basis, giving retroactive effect to the adoption of SFAS No.
142  and the cessation of amortization of goodwill, pre-tax and net loss for the
2001  quarter  would  have  been  $236,045  and  net loss attributable to common
shareholders  for such period would have been $250,327.  Therefore the pro-forma
improvement  in  net loss and net loss applicable to common shareholders for the
current  periods  would  have been $284,385 and $311,834, respectively.  The per
share results on such pro-forma basis would have been unchanged.

Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30,
2001

     The  Company's  total  revenues increased $40,354 or 1.3% to $3,073,347 for
the  nine  months ended September 30, 2002 from $3,032,993 for the corresponding
period  of  2001.  This overall increase reflects significant changes in each of
the  Company's  revenue  sources:  On-line  subscription services; installation,
maintenance   and   consulting;   hardware   sales;  and   other.   VillageNet's
subscription service revenue increased by $37,812 or 2.4%, to $1,609,871 for the
current nine months from $1,572,059 one year ago.  This increase in subscription
revenue  principally reflects the contractual Private Label Internet hosting and
related  services  that  were  provided  to  UltraStar, previously the Company's
largest  customer.  UltraStar  terminated their contract with VillageNet on June
30,  2002  and  is  no  longer  a  customer.  The Company had disclosed in prior
periodic  filings  that  UltraStar  had  previously  advised  the Company it was
considering  diversifying  its  source of Internet hosting and related services.
There were no sales to UltraStar in the third quarter of fiscal 2002.  UltraStar
accounted  for  $1,099,386  of subscription revenues for the current nine months
compared  to  $1,444,688  for  the  comparable  period  of  2001.  These amounts
comprised  68.3%  and  91.9%  of  subscription revenues during those periods and
35.8%  and  47.6% of total revenues.  For fiscal 2001, UltraStar comprised 61.4%
and  33.6%  of  the Company's subscription and total revenues, respectively.  As
the  gross  profit  on  the  cancelled  services averaged approximately 15%, the
overall  impact  on  the Company is expected to be manageable, particularly when
related  savings  in  administrative  support  are  considered, both in terms of
personnel  and occupancy cost; on September 30, 2002, the Company terminated the
leased  suite  that previously housed such support operations.  On September 20,
2002,  UltraStar  commenced  an  action against the Company, asserting breach of
contract and non-payment of certain monies.  The Company believes such action to
be totally without merit.  (See Note 10B to the Condensed Consolidated Financial
Statements and Part II, Item I, "Legal  Proceedings").

     ICS's  total  revenues increased by $60,130, or 4.3%, to $1,462,050 for the
current  year-to-date  period   from  $1,401,920  one  year  ago.  Installation,
maintenance  and  consulting  revenues  increased  by  $770,639,  or  215.0%, to
$1,129,066 in 2002 from $358,427 one year ago, reflecting eight monthly payments
of  $100,000  each  received  through  August  of  2002  on  two verbal overseas
networking  sub-contracts with AID, a related company.  Such contracts have been
completed  and  both  the  Company  and AID are seeking additional projects, for
which  various  bids  are  outstanding,  but  for  which  no contracts have been
awarded.  There  is  no assurance that any further contracts, either on a direct
or  sub-contractor  basis  will be awarded.  (See "Results of Operations for the
Three  Months  Ended  September  30,  2002  and  2001,"  "Liquidity  and Capital
Resources"  and  Note  2  to  the  Condensed Consolidated Financial Statements).
ICS's hardware sales decreased by $710,509, or 68.1%, to $332,984 in fiscal 2002
from  $1,043,493  one  year  ago,  continuing  the  trend  of prior quarters and
reflecting  a  slowdown  in  capital  expenditures  by  the  Company's  domestic
customers,  consistent  with  the  economy  as a whole.   The Company's overseas
sub-contracting  operations presently do not include sales of hardware. Hardware
sales  have  always  been  one  of  the  higher cost components of the Company's
revenues  and  the Company does not expect a significant change in this downward
trend for domestic customers in the foreseeable future, although the Company has
seen  recent indications of a slow recovery in its domestic networking business,
which is principally with local school districts.  Certain overseas projects the
Company  is  presently  seeking may include hardware sales in the future.  Other
revenues were insignificant in 2002, reflecting a decrease of $57,588, or 97.6%,
to  $1,426 from $59,014.  In 2001, these revenues were principally from the sale
of CD roms.

     Cost  of sales was $1,787,514, representing 58.2% of total revenues for the
current  nine  months,  compared  to  $2,317,676,  representing  76.4%  of total
revenues for the year-to-date period one year ago.  Cost of sales for VillageNet
was $1,323,285 or 82.2% of related revenues, compared to $1,412,513, or 89.9% of
sales  one  year  ago.  Cost  of sales of ICS was $464,229, or 31.8% of hardware
sales,  installation  services  and  maintenance/consulting  for the nine months
ended September 30, 2002 compared to $905,163, or 64.6%, one year ago. The large
increase  in  gross  margin  as  a  percentage  of  sales  for  ICS reflects the
significantly   greater  mark-up  earned  by  the  Company  on  its  labor-based
maintenance, installation and consulting services compared to hardware sales and
the relative mix of ICS's revenues.

     Total  gross  margin  increased by $570,516, or 79.8%, to $1,285,833 in the
current  nine months from $715,317 one year ago.  As a percentage of sales, this
measure increased by 18.2% to 41.8% from 23.6%.

                                       15
<PAGE>
     Selling,  general  and administrative expenses ("SG&A") were $1,154,244 for
the  current  nine months, a decrease of $281,929, or 19.6%, from $1,436,173 for
the  year-to-date period one year ago.  This decrease was primarily attributable
to a decrease in payroll and related benefits of $256,786, or 27.5%, to $676,327
in  2002 from $933,113 in 2001.  Of the total SG&A expenses for the current nine
months,  $324,552  is attributable to VillageNet and $829,692 is attributable to
ICS  compared  to  $361,869 and $1,074,304 for the corresponding period one year
ago.  As a percentage of sales, total SG&A expenses were 37.6% and 47.4% for the
nine  months  ended  September 30, 2002 and 2001, respectively.  For VillageNet,
these percentages were 20.2% this year and 23.0% last year and for ICS they were
56.7% this year and 76.6% last year.

     Amortization  of  goodwill was $178,044 for the 2001 nine-month period.  In
accordance  with  SFAS No. 142, effective January 1, 2002, goodwill is no longer
systematically  amortized  to  operations,  but is subject to periodic tests for
impairment.  The  Company  conducted the first step of the required transitional
impairment  test  during the second quarter of 2002.  Such test, performed as of
January  1,  2002,  resulted  in  no  impairment  to  the  carrying value of the
Company's  goodwill.  The  Company also tested its goodwill for impairment as of
September  30,  2002.  Based on the Company's stock market capitalization, there
was  no  impairment  of  its  goodwill.  (See  Notes  11 and 12 to the Condensed
Consolidated Financial Statements).

     Interest  expense  increased by  $3,214 or  4% to  $79,023 for  the current
nine  months  compared to $75,809 for the prior year, due primarily to increases
in related party accrued and imputed interest.

     Total  costs and expenses decreased by $986,921, or 24.6%, to $3,020,781 in
the  current  nine  months  from  $4,007,702  one  year  ago  and decreased as a
percentage of total sales by 33.8% to 98.3% this period from 132.1% last year.

     As  a  result  of  recent  changes  in  the tax law applicable to corporate
minimum  taxable  income in connection with the utilization of net operating tax
loss  carry-forwards,  the  Company  estimates its effective tax rate for fiscal
2002  will  be zero, irrespective of its results for the rest of the year, given
its  tax  loss  carry-forward of approximately $3,100,000 as of the beginning of
fiscal 2002.

     Net  income for  the  current year-to-date period was $52,566 compared to a
loss of $974,709 one year ago, an improvement of $1,027,275.  As a percentage of
sales,  current  year income was 1.7%, compared to a loss of 32.1% one year ago.
This 33.8% improvement reflects the increase in gross profit of $570,516 and the
decrease  in the ratio of SG&A expenses to gross profit by 111.0% from 200.8% in
2001  to 89.8% in 2002, as well as the cessation of the periodic amortization of
goodwill.  The  current  fiscal  year  is  the  first  time the Company has been
profitable since the merger occurred on July 1, 1999.

     Preferred  stock  dividends  were $39,379 in the current period and $48,539
one  year  ago.  Net  income  applicable  to common stockholders was accordingly
$12,827  in  the  current  period  compared  to  a net loss applicable to common
stockholders of $1,023,248 in the corresponding period last year, an improvement
of $1,036,075.  Earnings per share were nil in the current period while the loss
last year on an equivalent per share basis was $.01.

     On a pro-forma basis, giving retroactive effect to the adoption of SFAS No.
142  and  the  cessation of amortization of goodwill, net loss for the 2001 nine
months would have been $796,665 and net loss attributable to common shareholders
for such period would have been $845,204. Therefore the pro-forma improvement in
net  income/loss  and  net income/loss applicable to common shareholders for the
current  periods  would  have been $849,231 and $858,031, respectively.  The per
share results on such pro-forma basis would have been unchanged.

Liquidity  and  Capital  Resources

     Cash  and  cash  equivalents  at September 30, 2002 decreased by $85,419 to
$5,645  from $91,064 at December 31, 2001.  The decrease in cash was principally
due to the Company reducing its trade, commissions and other current payables.

     Accounts   receivable   increased  slightly   by  $5,069  to  $408,639   at
September 30, 2002 from $403,569 at December 31, 2001.

     Inventory  decreased  by  $2,500  to  $22,566  at  September 30, 2002.  The
relatively  small  balance  and  small  changes  in  this  account  reflect  the
reductions in hardware sales and the decreased activity in this area.

     Prepaid  expenses  and other current assets decreased by $59,162 to $30,985
at September 30, 2002 from $90,147 at December 31, 2001, reflecting amortization
of prepaid insurance and other routine reductions in the accounts therein.

                                       16
<PAGE>
     Accounts  payable  and accrued expenses decreased by $84,994 to $756,862 at
September  30,  2002  from  $841,856 at December 31, 2001 as the Company applied
much  of  its  available cash flow to reducing these current payables during the
nine-month  period.  However,  the Company is past due with various vendors as a
result  of  its  extremely  tight cash position. While these vendors continue to
work with the Company, there can be no assurance that these arrangements will be
extended beyond the short term.

     Commissions  payable, related  to  the  Company's Internet  hosting Service
revenues, decreased by  $67,691 to $115,497 at September 30, 2002  from $183,188
at December 31, 2001, reflecting the decreases in the related revenues.

     Deferred  income  decreased by $145,769  to  $72,907 at  September 30, 2002
From  $218,676 at December 31, 2001, principally attributable to the termination
of the UltraStar contract.

     Notes  and loans payable increased by $1,242 to $1,151,051 at September 30,
2002  from  $1,149,809  at December 31, 2001.  The increase reflects interest of
$16,821 accrued during the nine months ended September 30, 2002 on loans payable
to  related  parties  less  repayments thereon of $15,579.  Such loans, totaling
$958,333  inclusive of accrued interest are due on demand.  Notes payable to the
bank remained unchanged at $192,718 at September 30, 2002.  Borrowings under the
line,  which  may  not exceed $200,000, are due on demand; if no demand is made,
payment  of the outstanding balance is due on the maturity date of the line, May
31, 2003, subject to further renewal at the bank's option.

     Operating  activities  required  cash  of $72,052 for the nine months ended
September  30,  2002  compared to $585,054 required for the corresponding period
one  year  ago.  This improvement reflects the current period income compared to
the  large  loss  one year ago, less the effect of the significant reductions in
trade liabilities as well as deferred income.

     For  the  2002 period, $1,612 was provided by investing activities compared
to $222 provided one year ago.

     Financing  activities  required  cash  of  $14,979  for  the  2002  period,
principally  for  related party debt repayments.  Bank loan proceeds and related
party loans provided $404,862, one year ago.

     At September 30, 2002, the Company decreased its working capital deficit by
$155,200  to $1,628,483 from $1,783,683 at December 31, 2001.  The large working
capital  deficit  raises  the  question of the Company's continuation as a going
concern.  Included  in such working capital deficit is $958,833 of related party
debt,  presently  due on demand.  The Company is endeavoring to restructure this
debt, but cannot realistically do so until the present uncertainty regarding the
awarding  of  future overseas networking contracts is resolved.  Both AID, which
has  advised  the  Company  it would use it as a sub-contractor as it has in the
recent  past,  and  the  Company  are pursuing future projects, with the portion
applicable  to the Company, either indirectly or directly, ranging from moderate
seven  figure  to low-moderate eight figure amounts.  However as neither AID nor
the  Company is assured of being awarded any subsequent contracts, the Company's
continuation as a going concern is seriously in question.  In July and August of
2002, the Company received $200,000 applicable to its second verbal sub-contract
with  AID.  Management  is  hopeful  it  will be successful in restructuring the
Company's  related  party debt, securing additional overseas networking projects
and consistently achieving profitable operations, despite the loss of Ultrastar,
but no assurances can be given in this regard.  At the present time, the Company
has  no  funding  commitments  from  any  source.  (See  Note 2 to the Condensed
Consolidated Financial Statements).

Item  3.          Controls  and  Procedures
--------

     Within 90 days prior to the date of this report, the Company carried out an
evaluation,  under  the  supervision and with the participation of its principal
executive  officer  and principal financial officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures.  Based
on  this  evaluation,  the  Company's  principal executive officer and principal
financial  officer   concluded  that  the  Company's   disclosure  controls  and
procedures  are  effective  in  timely  alerting  them  to  material information
required  to  be  included  in the Company's periodic SEC reports.  It should be
noted  that  the  design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that  any  design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote.

     In  addition,  the  Company  reviewed its internal controls, and there have
been  no significant changes in those internal controls or in other factors that
could  significantly  affect those controls subsequent to the date of their last
evaluation.



                                       17
<PAGE>

Part  II.          Other  Information
---------

Item  1.           Legal  Proceedings

On  September  20,  2002, VillageWorld was named as the defendant in a breach of
contract  complaint  brought  by  UltraStar  Entertainment, LLC.  The complaint,
presently  pending in New York County Supreme Court, asserts damages of not less
than  $220,000,  plus  costs  and  interest,  arising from the Company's alleged
failure  to  deliver  a  certain  software  package  as specified in the related
agreement  between  the  parties as well as the Company's alleged failure to pay
over  certain monies to the plaintiff. The Company believes the entire complaint
is  without  merit.  Neither  depositions  nor  a  trial  date  have as yet been
scheduled.  See  Note  10B  to  the  Condensed Consolidated Financial Statements
included in Part I hereof.

Item  6.           Exhibits  and  Reports  on  Form  8-K

(a)                Exhibits:

                   Exhibit  99:  1  Certification  by  Chief Executive Officer*

                   Exhibit  99:  2  Certification  by  Chief Financial Officer*

                   *Filed  herewith

 (b)               Reports  on  Form  8-K:  None

                                       18
<PAGE>
                                   SIGNATURES

Pursuant  to  the  requirements  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.
                                         VillageWorld.com,  Inc.
                                         -----------------------
                                              (Registrant)

Dated:  November  18,  2002                    By:     /s/  Peter  J.  Keenan
                                                       ----------------------
                                      Peter J. Keenan, Chairman of the Board,
                                    President and Principal Executive Officer

Dated:  November  18,  2002                    By:    /s/  Celia  I.  Schiffner
                                                    ---------------------------
                                              Celia I. Schiffner, Treasurer and
                                                  Chief Financial Officer

                                 CERTIFICATIONS
I,  Peter  J.  Keenan,  certify  that:

1.    I  have reviewed this quarterly report on Form 10-QSB of VillageWorld.com,
Inc;

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

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

4.    The  registrant's  other  certifying  officer  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 we 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 quarterly 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
quarterly report (the "Evaluation Date"); and

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

5.    The  registrant's other certifying officer  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
function):

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  registrant's  other  certifying officer  and I have indicated in this
quarterly  report  whether  or  not  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:  November  18,  2002                    /S/  PETER  J.  KEENAN
                                           President and Chief Executive Officer
                                             (Principal  Executive  Officer)

                                 CERTIFICATIONS
I,  Celia  I.  Schiffner,  certify  that:

1.    I  have reviewed this quarterly report on Form 10-QSB of VillageWorld.com,
Inc.;

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

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

4.    The  registrant's  other  certifying  officer  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 we 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 quarterly 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
quarterly report (the "Evaluation Date"); and

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

5.    The  registrant's other certifying officer  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
function):

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  registrant's  other  certifying officer  and I have indicated in this
quarterly  report  whether  or  not  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:  November  18,  2002                         /S/  CELIA I. SCHIFFNER
                                           Treasurer and Chief Financial Officer
                                              (Principal  Financial  Officer)

                                       19
<PAGE>

EXHIBITS

Exhibit
Number
------

99.1     Certification  of  Chief  Executive  Officer*

99.2     Certification  of  Chief  Financial  Officer*
____________

(*)     Filed  herewith

                                       20
<PAGE>