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  March  31,  2001


     -     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                           (IRS  Employer
      Jurisdiction of                          Identification  No.)
      Incorporation)


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


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


-------------------------------------------------------------------------------
    (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 May 11, 2001, the issuer had
outstanding  19,957,340  shares  of  Common  Stock,  par  value $.001 per share.
(Assuming  the  conversion  of  all  outstanding  Class  B  Preferred  Stock the
outstanding  common  stock at May 11, 2001 would increase to 90,082,316 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 March 31, 2001

                              ITEMS IN FORM 10-QSB

<TABLE>
<CAPTION>



                                                                                            Page
                                                                                            ----
<S>                                    <C>                                                  <C>
Part I. . . . . . . . . . . . . . . .  Financial Information                                  3

Item 1. . . . . . . . . . . . . . . .  Financial Statements                                   3

Item 2. . . . . . . . . . . . . . . .  Management's Discussion and Analysis of Financial
                                       Condition and Results of Operations                   10


Part II . . . . . . . . . . . . . . .  Other Information                                     13

Item 1. . . . . . . . . . . . . . . .  Legal Proceedings                                    N/A

Item 2. . . . . . . . . . . . . . . .  Changes in Securities                                 13

Item 3. . . . . . . . . . . . . . . .  Defaults Upon Senior Securities                      N/A

Item 4. . . . . . . . . . . . . . . .  Submission of Matters to a Vote of Security Holders   13

Item 5. . . . . . . . . . . . . . . .  Other Information                                    N/A

Item 6. . . . . . . . . . . . . . . .  Exhibits and Reports on Form 8-K                      13



Signatures. . . . . . . . . . . . . .                                                        14
</TABLE>


                                        2
<PAGE>

<TABLE>
<CAPTION>

                        VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEET





                                                  March 31, 2001    December 31, 2000
ASSETS
<S>                                              <C>               <C>
Current Assets:
Cash and cash equivalents . . . . . . . . . . .  $       220,101   $          271,032
Accounts receivable, net of allowance for
uncollectibles. . . . . . . . . . . . . . . . .          254,728              408,032
Inventory . . . . . . . . . . . . . . . . . . .           49,872               49,872
Prepaid expenses and other current assets . . .           45,963               68,251
                                                 ----------------  -------------------
  Total Current Assets. . . . . . . . . . . . .          570,664              797,187


Fixed assets, net of accumulated depreciation .          284,130              303,373
Goodwill, net of accumulated amortization . . .        1,958,487            2,017,835
Other assets. . . . . . . . . . . . . . . . . .           14,895               15,295
                                                 ----------------  -------------------
  TOTAL . . . . . . . . . . . . . . . . . . . .  $     2,828,176   $        3,133,690
                                                 ================  ===================


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable - bank . . . . . . . . . . . . . .  $       182,718   $          125,000
Accounts payable and accrued expenses . . . . .          818,580              780,719
Deferred income . . . . . . . . . . . . . . . .          156,642              200,404
Other current liabilities . . . . . . . . . . .          108,302              182,406
                                                 ----------------  -------------------
  Total Current Liabilities . . . . . . . . . .        1,266,242            1,288,529


Loans payable, related party. . . . . . . . . .          593,000              580,258
Accrued preferred stock cumulative dividends. .           86,361               71,400
                                                 ----------------  -------------------
  Total Liabilities . . . . . . . . . . . . . .        1,945,603            1,940,187
                                                 ----------------  -------------------

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
Convertible Class C preferred stock; $.001 par
value, non-voting; redeemable at $121; 25,000
shares authorized; 11,515 and 11,900 shares
outstanding . . . . . . . . . . . . . . . . . .               12                   12
Common stock; $.001 par value; 200,000,000
shares authorized; 20,022,619 and 19,520,236
shares issued, respectively . . . . . . . . . .           20,023               19,520
Additional paid in capital. . . . . . . . . . .        5,844,500            5,823,339
Accumulated deficit . . . . . . . . . . . . . .       (4,914,326)          (4,582,732)
Stock subscription receivable . . . . . . . . .           (3,520)              (2,520)
Treasury stock (65,279 shares at cost). . . . .          (64,624)             (64,624)
                                                 ----------------  -------------------
  Total stockholders' equity. . . . . . . . . .          882,573            1,193,503
                                                 ----------------  -------------------

  TOTAL . . . . . . . . . . . . . . . . . . . .  $     2,828,176   $        3,133,690
                                                 ================  ===================
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                        3
<PAGE>


<TABLE>
<CAPTION>

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



                                                                 Three Months Ended March 31,
                                                  ---------------------------------------------------
                                                                 2001               2000 - (Restated)
                                                    ------------------------------  ------------------
<S>                                                 <C>                             <C>
REVENUES:
Hardware sales . . . . . . . . . . . . . . . . . .  $                     596,672   $         179,820
Subscription services. . . . . . . . . . . . . . .                        521,384              91,581
Maintenance and consulting . . . . . . . . . . . .                         79,042              67,434
Installation services. . . . . . . . . . . . . . .                         29,834              54,590
Software and other . . . . . . . . . . . . . . . .                         37,439              17,940
                                                    ------------------------------  ------------------
  Total revenues . . . . . . . . . . . . . . . . .                      1,264,371             411,365
                                                    ------------------------------  ------------------

COSTS AND EXPENSES:
Cost of sales. . . . . . . . . . . . . . . . . . .                        925,811             247,364
Selling, general and administrative. . . . . . . .                        567,372             467,659
Amortization of excess of cost over fair value of
net assets acquired. . . . . . . . . . . . . . . .                         59,348              59,348
Interest expense . . . . . . . . . . . . . . . . .                         25,947              11,310
                                                    ------------------------------  ------------------
  Total costs and expenses . . . . . . . . . . . .                      1,578,478             785,681
                                                    ------------------------------  ------------------

Net loss . . . . . . . . . . . . . . . . . . . . .                       (314,107)           (374,316)

Preferred stock dividends paid in-kind and accrued                         17,487              18,424
                                                    ------------------------------  ------------------

Net loss attributable to common stockholders . . .  $                    (331,594)  $        (392,740)
                                                    ==============================  ==================

Basic and diluted net loss per common share. . . .  $                           -   $               -
                                                    ==============================  ==================

Basic and diluted weighted average common shares
outstanding, giving effect to the conversion to
common stock of all Class B Preferred Stock
outstanding. . . . . . . . . . . . . . . . . . . .                     89,884,755          88,583,627
                                                    ==============================  ==================
</TABLE>

The accompanying notes are an integral part of the financial statements.



                                        4
<PAGE>

<TABLE>
<CAPTION>

                                                 VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
                                               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                                For the Three Months Ended March 31, 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

Shares issued upon conversion of
preferred stock and in payment of
accrued dividends thereon                                               (385)                402,383      403

Shares issued for executive
compensation                                                                                 100,000      100

Accrued  cumulative dividends on
preferred stock

Capital contribution imputed for
interest expense

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

Balance, March 31, 2001 . . . . .          508,152  $   508           11,515   $    12    20,022,619  $20,023
                                   ===============  =======  ================  =======  ============  =======
</TABLE>


<TABLE>
<CAPTION>

                                   Additional                      Stock             Treasury Stock           Total
                                     Paid-In     Accumulated    Subscription     ---------------------    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

Shares issued upon conversion of
preferred stock and in payment of
accrued dividends thereon . . . .        2,123          (215)                                                      2,311

Shares issued for executive
compensation. . . . . . . . . . .       10,900                        (1,000)                                     10,000

Accrued  cumulative dividends on
preferred stock                                      (17,272)                                                    (17,272)

Capital contribution imputed for
interest expense. . . . . . . . .        8,138                                                                     8,138

Net loss. . . . . . . . . . . . .                   (314,107)                                                   (314,107)
                                   -----------  -------------  --------------  ---------------  ---------  --------------

Balance, March 31, 2001 . . . . .  $ 5,844,500  $ (4,914,326)  $      (3,520)         (65,279)  $(64,624)  $      882,573
                                   ===========  =============  ==============  ===============  =========  ==============
</TABLE>

The accompanying notes are an integral part of the financial statements.



                                        5
<PAGE>

<TABLE>
<CAPTION>

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



                                                                   Three Months Ended March 31,
                                                        -------------------------------------------------
                                                                     2001               2000 - (Restated)
                                                        ------------------------------  ------------------
<S>                                                     <C>                             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . . . . . . .  $                    (314,107)  $        (374,316)
                                                        ------------------------------  ------------------

Adjustments to reconcile net loss to net cash
used by operating activities:
  Depreciation and amortization. . . . . . . . . . . .                         78,611              79,250
  Stock issued for compensation. . . . . . . . . . . .                         10,000                   -
  Interest expense accrued and imputed on
  related party loans. . . . . . . . . . . . . . . . .                         10,880              10,648
  Deferred  promotional cost . . . . . . . . . . . . .                              -               3,895
  Decrease (increase) in:
      Accounts receivable. . . . . . . . . . . . . . .                        153,304              (5,652)
      Inventory. . . . . . . . . . . . . . . . . . . .                              -             (74,867)
      Current assets attributable to discontinued
      operations . . . . . . . . . . . . . . . . . . .                              -              (1,182)
      Prepaid expenses and other current assets. . . .                         22,288             (29,628)
  Increase (decrease) in:
      Accounts payable and accrued expenses. . . . . .                         37,861             113,273
      Deferred income. . . . . . . . . . . . . . . . .                        (43,762)              4,502
      Current liabilities attributable to discontinued
      operations . . . . . . . . . . . . . . . . . . .                              -            (271,824)
      Other current liabilities. . . . . . . . . . . .                        (74,104)            (26,488)
                                                        ------------------------------  ------------------
  Total adjustments. . . . . . . . . . . . . . . . . .                        195,078            (198,073)
                                                        ------------------------------  ------------------
  Net cash used by operating activities. . . . . . . .                       (119,029)           (572,389)
                                                        ------------------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of fixed assets . . . . . . . . . . . . . .                              -             (23,822)
  Decrease in other assets . . . . . . . . . . . . . .                            380                   -
                                                        ------------------------------  ------------------
Net cash provided (used) by investing activities . . .                            380             (23,822)
                                                        ------------------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Note payable proceeds (repayments), net. . . . . . .                         57,718            (130,000)
  Proceeds of related party loans. . . . . . . . . . .                         10,000                   -
                                                        ------------------------------  ------------------
Net cash provided (used) by financing activities . . .                         67,718            (130,000)
                                                        ------------------------------  ------------------

NET DECREASE IN CASH . . . . . . . . . . . . . . . . .                        (50,931)           (726,211)
Cash, beginning of period. . . . . . . . . . . . . . .                        271,032             800,561
                                                        ------------------------------  ------------------
Cash, end of period. . . . . . . . . . . . . . . . . .  $                     220,101   $          74,350
                                                        ==============================  ==================
</TABLE>

The accompanying notes are an integral part of the financial statements.



                                        6
<PAGE>

<TABLE>
<CAPTION>

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


                                                                                   Three Months Ended March 31,
                                                                           ------------------------------------------
                                                                                       2001           2000 -(Restated)
                                                                           -----------------------  ------------------
<S>                                                                        <C>                            <C>
Supplemental disclosures of cash flow information:

  Cash paid during the year for:
    Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                15,067  $            3,271
    Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        -                   -

Supplemental disclosures of non-cash investing and financing activities:

  100,000 shares of common stock deemed issued for executive compensation                   10,000                   -

  11,111 shares of common stock issued for payment of accounts payable. .                        -              10,000

  150,000 shares of common stock issued for franchise settlement. . . . .                        -              65,500

  152,000 shares of common stock deemed issued for
    deferred promotional agreement. . . . . . . . . . . . . . . . . . . .                        -              93,480

  Cumulative $6 Class C preferred stock dividend accrued/paid in-kind . .                   17,487              18,424
</TABLE>

The accompanying notes are an integral part of the financial statements.



                                        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  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 inter-company  balances  and  transactions are eliminated in
consolidation.  The Company considers itself to operate in one business segment.

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  results  of  operations  for  the three months ended March 31, 2001 are not
necessarily  indicative  of  the  results of operations for the full year ending
December  31,  2001.  The  accompanying  financial  statements should be read in
conjunction  with the Company's financial statements for the year ended December
31,  2000  appearing  in  the  Company's  Annual  Report  on  Form  10-KSB.

(Note  2)          Restatements  and  Reclassifications
                   ------------------------------------

The  Company  retrospectively  reduced  the amount of goodwill recognized in its
1999  merger  with  Big City Bagels, Inc. by $461,250.  Such restatement and the
related  reduction  in  amortization  expense  for  the  applicable periods were
reported in the Company's Form 10-KSB for the year ended December 31, 2000.  The
accompanying  statement  of operations for the three months ended March 31, 2000
has  been  restated  to reflect the reduction in amortization expense of $11,531
applicable  thereto.  As further reported on the Company's 2000 Form 10-KSB, the
Company commenced recognition  of additional  interest  expense  (up to  a fair-
market rate  therefor)  on  certain  related  company loans in fiscal 2000.  The
accompanying  March  31,  2000 statement of operations has also been restated to
include  imputed  interest  expense  of  $8,039.  The  net  effect  of these two
adjustments  for  the three months ended March 31, 2000 was to increase net loss
by  $3,492.

Certain  components  of  revenue initially reported in the March 31, 2000 income
statement  have  been  reclassified  to  reflect  the  increased significance of
revenues  from  maintenance  and  consulting  agreements.

(Note  3)          Bank  Loan
                   ----------

The  Company  has  applied  to  its  bank  for  a one-year renewal of its credit
facility, which expired April 30, 2001.  Pending the completion of its review of
the  Company's  application,  the  bank  has  extended  the maturity date of the
Company's  bank borrowings until June 29, 2001.  The facility presently provides
for a $200,000 credit line, of which $182,718 was outstanding at March 31, 2001.
In  May of 2001, the Company borrowed an additional $10,000 under the bank line.



                                        8
<PAGE>



(Note  4)          Conversion  of  Preferred  Stock
                   --------------------------------

On  January  10th, 22nd, 23rd, February 23rd, March 1st and 6th of 2001, a total
of  385.26  shares  of  Class  C Preferred Stock together with accrued preferred
dividends thereon were converted into 402,383 common shares.  In accordance with
the  terms of the preferred stock issue, such conversions were made at discounts
of 19% and then 21% 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  these   conversions,  11,514.74   of   Class  C  shares  remain
outstanding.  Effective  May  22,  2001,  the discount increases from 21% to its
maximum  amount  of  25%.

(Note  5)          Common  Stock
                   -------------

On  March  1,  2001,  the  Company modified the terms of an existing conditional
grant of 100,000 common stock purchase options to one of its principal executive
officers.  Pursuant  to the modification, such previously granted options, which
were  contingent  on  the  Company's  stock  price  reaching  $4.00 per share by
December  31,  2001,  were  cancelled  and  100,000  unconditional  common stock
purchase  options  exercisable  at  $.01  per  share  for  a five-year term were
granted.  Due  to  the  options'  nominal exercise price, the Company recognized
compensation expense of $10,000, measured by the excess of the fair value of the
common  stock at the date of grant over the exercise price.  Also, in accordance
with Statement of Financial Accounting Standards No. 128, the 100,000 shares are
treated  as  outstanding  when  computing  basic  earnings  per  share.

(Note  6)          Common  Stock  Options
                   ----------------------

Pursuant  to  the  Company's 1996 Performance Equity Plan, on March 31st of each
calendar year during the term of the 1996 Plan, assuming there are enough shares
then available for grant under the 1996 Plan, each person who is then a director
of the Company is awarded stock options to purchase 2,000 shares of common stock
at  the  fair  market  value  thereof,  all  of  which  options  are immediately
exercisable  as of the date of grant and have a term of ten years. These are the
only  awards  which  may  be granted to a director of the Company under the 1996
Plan.  On  March  30, 2001, the directors of the Company received this automatic
grant of options to purchase an aggregate of 10,000 shares of common stock at an
exercise price of $0.10 per share.  At March 31, 2001, options to purchase 8,232
shares  were  available  for  future  grant  under  the  1996  Plan.

The  Company's  1998  Performance Equity Plan provides for the issuance of up to
400,000   shares   of  common   stock  to  employees,  officers,  directors  and
consultants.  The  awards  may  consist of incentive stock options, nonqualified
options,  restricted  stock  awards,  deferred  stock awards, stock appreciation
rights  and  other  awards,  including  outright grants as described in the 1998
Plan.  The  board  of  directors determines terms and vesting periods.  At March
31,  2001,  there  were  100,000  options  outstanding and 175,000 shares and/or
options  available  for  future  grant  under  the  1998  Plan.



                                        9
<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 speak 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.

Results  of  Operations

     Total revenues increased by $853,006, or 207.4%, to $1,264,371 in 2001 from
$411,365  one year ago, primarily attributable to increases in hardware sales of
$416,852,  or  231.8%,  to $596,672 and in subscription services of $429,803, or
469.3%,  to $521,384.  The increase in hardware sales principally reflects three
large  orders  shipped  during the current quarter. The increase in subscription
service  revenue  was  primarily  attributable  to  an increase in the number of
subscribers,  dedicated  users  and  partnerships  with  several community-based
Internet  services.  Other  revenues  in  the  aggregate increased by $6,351, or
4.5%,  to  $146,315  from  $139,964.

   Cost of sales was $925,811, representing 73.2% of total revenue for the three
months  ended  March 31, 2001, compared to $247,364, constituting 60.1% of total
revenues  for  the  three months ended March 31, 2000.  Cost of sales of ICS was
$528,184,  or  74.9%  of  hardware  sales, installation services and maintenance
/ consulting   for   the   three  months  ended  March  31,  2001,  compared  to
$177,646,  or 58.9%, one year ago.  The decrease in gross margin as a percentage
of  sales  for  ICS is a function of the significantly greater mark-up earned by
the  Company  on  labor-intensive services such as maintenance, installation and
consulting  compared  to  hardware sales and the relative mix of ICS's revenues.
Due  to  a  customer-based cyclical change in such mix, revenues from the latter
type of services comprised 15.4% of ICS's revenues in the 2001 quarter  compared
to 40.4% in the 2000 quarter. The percentage of hardware sales to total  revenue
for ICS was unusually high during the quarter. Management anticipates  continued
fluctuation  in  the  mix of ICS's revenues and related cost of sales.  Cost  of
sales of VillageWorld  was  $397,627,  or  76.3%  of  revenues  for subscription
services  for  the  three months ended March 31, 2001, compared to  $69,718,  or
76.1%  one  year  ago,  reflecting  the stable relationship these costs bear  to
their  related  revenues.

      Selling,  general and administrative expenses (SG&A) were $567,372 for the
three months ended  March 31, 2001,  an  increase of  $99,713,  or  21.3%,  from
$467,659  for  the  three  months  ended  March  31, 2000.  Payroll and  related
benefits, which comprise the largest single item in this expense classification,
mirrored the increase in this category as a whole by rising 22.9% to $354,231 in
2001 from $288,169  in  2000. As a percentage of sales, these costs fell sharply
by 68.8% to  44.9%  in  2001  from  113.7%  in 2000.  Of the total SG&A expenses
in 2001, $391,438  was for ICS and $175,934 was for VillageWorld, as compared to
$292,635  and  $175,024,  respectively, one year  ago.  As a percentage of sales
these  costs  fell  by  43.2%  to  52.7%  for ICS and  by 157.5%  to  33.7%  for
VillageWorld.   The large  reductions as a  percentage of sales are  principally
due to increased sales.

     Amortization  of  goodwill,  after  the restatement applicable to 2000, was
unchanged  at  $59,348.  (See  Note  2  to  the condensed consolidated financial
statements).  As a percentage of sales this expense fell by 9.7% to 4.7% in 2001
from  14.4%  in  2000.



                                       10
<PAGE>




      Interest expense increased by $14,637, or 129.4%, to $25,947 for the three
months  ended  March  31,  2001  from $11,310, as restated, for the three months
ended  March  31,  2000.  (See  Note  2  to the condensed consolidated financial
statements).  The  increase  was due to the higher average amount outstanding on
the  Company's  bank  debt,  as  well  as  certain  late payment finance charges
incurred on the Company's trade payables.   Bank borrowings of $182,718 at March
31,  2001  were increased by $10,000 in May.  The Company is endeavoring to work
closely  with  its  trade  creditors,  some of whom are pressing the Company for
payment  while the Company's tight cash position continues.   (See Note 3 to the
condensed   consolidated   financial   statements   and  Liquidity  and  Capital
Resources).

     Net loss for the three months ended March 31, 2001 was $314,107 compared to
a  net loss of $374,316 for the three months ended March 31, 2000, a decrease of
$60,209,  or  16.1%.  The  primary reason for the decrease in the current period
loss  is  the  significant  increase  in  revenue  by  $853,006 or 207.4%.  As a
percentage of sales, net loss fell by 66.2% to 24.8% in 2001 from 91.0% one year
ago.

Liquidity  and  Capital  Resources

     Cash  and  cash  equivalents  at  March  31, 2001 were $220,101 compared to
$271,032 at December 31, 2000.  This decrease in cash was primarily attributable
to  the  funding  of  our  net  loss  from  operations.

     Accounts  receivable  decreased  by  $153,304 to $254,728 at March 31, 2001
from  $408,032 at December 31, 2000.  The decrease was due to faster turnover of
receivables,  reflecting  the  Company's  aggressive  collection  policies.

     Inventory was unchanged at $49,872 at March 31, 2001 from December 31, 2000
due  to  the  timing  of  hardware  installations and purchases in the quarterly
period;  hardware sales slowed during the last month of the quarter, due in part
to  a  technical  problem  incurred  by  one  of  the  Company's  customers.

     Prepaid  expenses  and other current assets decreased by $22,288 to $45,963
at  March  31,  2001  from  $68,251 at December 31, 2000, reflecting principally
amortization  of  prepaid  insurance.

     Accounts  payable  and accrued expenses increased by $37,861 to $818,580 at
March 31, 2001 from $780,719 at December 31, 2000, primarily attributable to the
prioritizing of payment of operating expenses and salaries over accounts payable
as well as an overall increase in the volume of transactions during the quarter.

     Notes  and  loans  payable  increased  to  $775,718  at March 31, 2001 from
$705,258  at  December 31, 2000, primarily attributable to the Company borrowing
an  additional $60,000 in January of this year from the bank, bringing the total
outstanding  under  the revolving credit facility to $182,718.  Borrowings under
the  line,  which may not exceed $200,000, were due April 30, 2001.  The Company
has applied to the bank for a one-year renewal of such credit facility.  Pending
the completion of its review of the Company's application, the bank has extended
the  maturity  date  of  the  Company's  bank  borrowings  until  June 29, 2001.
Management  expects  the  renewal  will be granted.  In May of 2001, the Company
borrowed  an  additional  $10,000  under  the  bank  line.

     The  Company  borrowed  an additional $10,000 from a related company during
the  quarter  ended  March  31, 2001.  Payments on the outstanding related party
loans  and  advances,  totaling  $593,000  at March 31, 2001, have been deferred
until  May  1,  2002.

     At  March  31, 2001, the Company had a working capital deficit of $695,578.
The  Company  has  strived  to  implement  cost savings measures to address this
deficiency.  The  Company closed its California office during the fourth quarter
of  fiscal 2000, which, the Company anticipates, should result in annual savings
of  approximately  $235,000  in  salaries,  rent  and operating expenses.  Other
measures  to  reduce the working capital deficit include a reorganization of its
sales  department  and  a review of its Internet connectivity cost.  Measures to
attain  profitability also  include   concerted  efforts to expand the Company's



                                       11
<PAGE>



networking business into the  international market in conjunction with a related
company.

     Operating  activities used cash of $119,029 for the quarter ended March 31,
2001  compared to $572,389 used for the same period one year ago.  This decrease
reflects the substantial payment of liabilities associated with our discontinued
bagel  operations  one year ago.  The current period use of cash was principally
to  fund  our  net  loss.

     For  the  three  months  ended  March  31, 2001, cash provided by investing
activities  was  $380  compared  to  cash used of $23,822 for the same period in
2000.  Virtually  all of the change was due to decreased capital expenditures in
2001.

     Financing  activities  provided  cash of $67,718 for the three months ended
March  31,  2001.  The Company borrowed an additional $60,000 in January of 2001
under the bank line, bringing the total outstanding to $182,718. Related company
advances  provided  $10,000.

     In  March of 2001, the Company issued options to purchase 100,000 shares of
stock,  exercisable  at  $.01  per  share,  to an executive officer and recorded
compensation  expense  of  $10,000, equal to the excess of the fair value of the
underlying  shares  at  date  of  grant  over  such  exercise  price.

     Since  the  merger, the Company has funded its operating losses and working
capital needs primarily through the private placement of equity securities.  The
Company   requires  additional   working   capital  to  finance  operations  and
anticipates  that  further related party advances may be available in connection
with  the  international  expansion  of  the  Company's  business.

     The  Company  has requested its bank to formally extend the maturity of its
credit  facility to April 30, 2002.  The bank is reviewing the Company's request
and  management expects the renewal will be granted.  As an interim measure, the
bank  has  extended  the  credit  line's  maturity  date  to  June  29,  2001.



                                       12
<PAGE>

Part  II.          Other  Information

Item  2.      Changes  in  Securities

See  Notes  4,  5  and 6 to  the  condensed  consolidated  financial  statements
included  in  Part  I  hereof.

The  Company received no cash in any of the transactions described in Notes 4, 5
and  6.  The  Company's  issuances  of  common  shares and common stock purchase
options  described therein were all exempt from the registration requirements of
the  Securities  Act  of 1933, as amended, pursuant to the provisions of Section
4(2)  thereof  as  transactions  by an issuer not involving any public offering.

Item  4.      Submission of Matters to a Vote of Security Holders

On  February 1, 2001, the Company held its annual meeting of shareholders at the
offices of its counsel, Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP, 750
Lexington  Avenue,  New  York, NY.  The purpose of the meeting was to elect five
directors  for  the  ensuing  year  and  ratify the appointment of the Company's
independent  auditor  for  the  fiscal  year  ended  December  31,  2000.

The  five directors nominated by management and comprising the entire board were
elected.  There  was  no  solicitation  in  opposition  to the slate proposed by
management.  The  name of each director elected and the number of votes cast for
or  withheld  is  set  forth  below:


<TABLE>
<CAPTION>

                       Votes      Votes     Total Number
Name of Director        For      Withheld   of Votes Cast
-----------------    ----------  --------   -------------
<S>                <C>           <C>        <C>
Peter J. Keenan . .  69,105,971    59,655     69,165,626
David A. Levi . . .  69,096,467    69,159     69,165,626
Hector M. Gavilla .  69,113,267    52,359     69,165,626
Moshe Schwartz. . .  69,096,082    69,544     69,165,626
Dr. Steven Levi . .  69,094,567    71,059     69,165,626
</TABLE>

The  selection  by  the  Board  of  Directors of Laurence Rothblatt & Co. as the
Company's independent auditor for the year ended December 31, 2000 was ratified.
A  total  of  69,165,626  votes  were  cast  as  follows:

                       For         Against       Abstain
                    ----------     -------       -------
                    69,048,587     104,895       12,144

No  other  matters  were  voted  upon  at  the  meeting.

Item  6.       Exhibits  and  Reports  on  Form  8-K

(a)            Exhibits

               None

(b)            Reports  on  Form  8-K

               None


                                       13
<PAGE>

                                   Signatures


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  export  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.



                                   VillageWorld.com,  Inc.
                                   -----------------------
                                   (Registrant)



Dated:  May  15,  2001             By: /s/  Peter  J.  Keenan
                                       ----------------------
                                   Peter J. Keenan, Chairman of the Board,
                                   President  and  Principal  Executive  Officer



                                   By:  /s/  Edilberto  R.  Enriquez
                                      ------------------------------
                                   Edilberto  R.  Enriquez,
                                   Treasurer  and  Chief  Financial  Officer



                                       14
<PAGE>