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

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