UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                FORM 10-QSB/A #2

[  x  ]            QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)
                          OF THE SECURITIES ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

                                       OR

[     ]           TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)
                          OF THE SECURITIES ACT OF 1934
            FOR THE TRANSITION PERIOD FROM ___________TO ____________

                         COMMISSION FILE NUMBER: 0-28058


                             VILLAGEWORLD.COM, INC.
             (Exact name of registrant as specified in its charter)
      NEW  YORK                                  11-3137508
 (State or other jurisdiction of               (I.R.S.  Employer
 incorporation or organization)                Identification  No.)

                               110 RICEFIELD LANE
                            HAUPPAUGE, NEW YORK  11788

          (Address, including zip code, of principal executive offices)

                                 (631) 231-2070
              (Registrant's telephone number, including area code)

     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  (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.

(1)Yes     X     No    __

(2)Yes     X     No    __
           -

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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


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

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                                EXPLANATORY NOTE
                                ----------------

This  amendment  to  our  Quarterly Report on Form 10-QSB for the quarter period
ended  June  30,  2003  is  being  filed  for  the  sole  purpose  of adding the
certifications  pursuant  to Sarbanes-Oxley Act of 2002 which were inadvertently
not  included  in  their  entirety  within  our  amendment  1 to Form 10-QSB. No
revisions  have  been  made to our financial statements or any other disclosures
contained in the Form 10-QSB and Amendment 1 to Form QSB other than as contained
in  this  Amendment  2  to  Form  10-QSB.
..

                                   SIGNATURES
                                   ----------

Pursuant  to  the  requirements  of the Securities and 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:  February  12,  2004                    By  /s/  Peter  J.  Keenan
                                                   ----------------------
                                                  Peter  J.  Keenan
                                     Chairman  of  the  Board,  President
                                     and  Principal  Executive  Officer

                                        2
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                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I,  Peter  J.  Keenan,  certify  that:

1.  I  have  reviewed  this  quarterly  report on Amendment #2 to 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  Company's   other  certifying   officers  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

 a)  designed  such  disclosure  controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  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  Company's  other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors  (or  persons  performing  the  equivalent
functions):

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

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

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

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

                                        3
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4

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

I,  Celia  I.  Schiffner,  certify  that:

1.  I  have  reviewed  this  quarterly  report on Amendment #2 to 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  Company's   other  certifying   officers  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

 a)  designed  such  disclosure  controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  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  Company's  other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors  (or  persons  performing  the  equivalent
functions):

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

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

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

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

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