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

                                  FORM 10-QSB/A

[  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.)

                               620 JOHNSON AVENUE
                            BOHEMIA, NEW YORK  11716

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

                                 (631) 218-0700
              (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 June 25, 2003, the issuer had
outstanding  77,337,935  shares  of  Common  Stock,  par  value $.001 per share.
Pursuant  to  the  terms  of  the  Company's  Certificate  of Incorporation, the
conversion  of all outstanding Class C Preferred Stock automatically occurred on
December  28,  2002.  As  of  September 18, 2003, the holders of the outstanding
Class  B  Preferred  Stock have elected to convert their Class B Preferred Stock
into  shares of Common Stock.  At September 24, 2003, the issuer had outstanding
147,793,848  shares  of  Common  Stock,  par  value  $.001  per  share.


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


<PAGE>


                                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 correcting the
following typographical errors which were inadvertently included within our Form
10-QSB:  (i)  our Form 10-QSB within the "Subsequent Events" section incorrectly
states  that  on  September  18,  2003,  pursuant to the written election of the
holders,  the Company issued 44,252,344 shares of Common Stock to the holders of
Class B Preferred Stock in conversion of all of the issued and outstanding Class
B  Preferred Stock. Our Form 10-QSB is hereby amended to correctly state that on
September 18, 2003, pursuant to the written election of the holders, the Company
issued  70,124,976  shares  of  Common Stock to the holders of Class B Preferred
Stock  in  conversion  of  all  of  the issued and outstanding Class B Preferred
Stock;  and  (ii) our Form 10-QSB incorrectly states that on September 24, 2003,
the  issuer  had outstanding 147,217,695 shares of Common Stock, par value $.001
per  share.  Our  Form  10-QSB  is  hereby  amended  to  correctly state that on
September  24,  2003,  the  issuer  had outstanding 147,793,848 shares of Common
Stock,  par  value $.001 per share. No revisions have been made to our financial
statements  or  any  other  disclosures  contained  in  our  Form  10-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:  October  9,  2003                    By  /s/  Peter  J.  Keenan
                                                 ----------------------
                                                  Peter  J.  Keenan
                                        Chairman  of  the  Board,  President
                                         and  Principal  Executive  Officer