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,  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                             (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 14, 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 May 14, 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 March 31, 2002

                              ITEMS IN FORM 10-QSB


<TABLE>
<CAPTION>




<S>                                    <C>                                                  <C>
                                                                                               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                       11

Part II . . . . . . . . . . . . . . .  Other Information                                         14

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

Item 2. . . . . . . . . . . . . . . .  Changes in Securities                                     14

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                          14

Signatures. . . . . . . . . . . . . .                                                            15

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                                                                               2
<PAGE>

<TABLE>
<CAPTION>



                               VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
                                      CONSOLIDATED BALANCE SHEET


                                                                 March 31, 2002    December 31, 2001
                                                                ----------------  -------------------
<S>                                                            <C>                 <C>
ASSETS
Current Assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        84,739   $           91,064
Accounts receivable, net of allowance for
 uncollectibles. . . . . . . . . . . . . . . . . . . . . . . .          352,378              403,569
Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . .           24,884               25,066
Prepaid expenses and other current assets. . . . . . . . . . .           51,655               90,147
                                                                ----------------  -------------------
  Total Current Assets . . . . . . . . . . . . . . . . . . . .          513,656              609,846


Fixed assets, net of accumulated depreciation. . . . . . . . .          209,707              227,504
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,780,443            1,780,443
Other assets . . . . . . . . . . . . . . . . . . . . . . . . .           21,487               21,507
                                                                ----------------  -------------------
  TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     2,525,293   $        2,639,300
                                                                ================  ===================


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable - bank. . . . . . . . . . . . . . . . . . . . . .  $       192,718   $          192,718
Accounts payable and accrued expenses. . . . . . . . . . . . .          680,500              841,856
Commissions payable. . . . . . . . . . . . . . . . . . . . . .          228,541              183,188
Deferred income. . . . . . . . . . . . . . . . . . . . . . . .          179,302              218,676
Loans payable, related parties . . . . . . . . . . . . . . . .          949,300              957,091
                                                                ----------------  -------------------
  Total Current Liabilities. . . . . . . . . . . . . . . . . .        2,230,361            2,393,529

Accrued cumulative preferred stock dividends . . . . . . . . .          118,497              107,320
                                                                ----------------  -------------------
  Total Liabilities. . . . . . . . . . . . . . . . . . . . . .        2,348,858            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
Convertible Class C preferred stock; $.001 par value,
  non-voting; redeemable at $125; 25,000 shares
 authorized;  8,778 and 11,900 shares
 outstanding, respectively . . . . . . . . . . . . . . . . . .                9                    9
Common stock; $.001 par value; 200,000,000 shares authorized;
  23,610,265 and 23,481,030 shares issued,
 respectively. . . . . . . . . . . . . . . . . . . . . . . . .           23,610               23,481
Additional paid in capital . . . . . . . . . . . . . . . . . .        5,960,223            5,947,786
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . .       (5,740,371)          (5,765,189)
Stock subscription receivable. . . . . . . . . . . . . . . . .           (2,920)              (3,520)
Treasury stock (65,279 shares at cost) . . . . . . . . . . . .          (64,624)             (64,624)
                                                                ----------------  -------------------
  Total stockholders' equity . . . . . . . . . . . . . . . . .          176,435              138,451
                                                                ----------------  -------------------

  TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     2,525,293   $        2,639,300
                                                                ================  ===================
                                                                              -                    -



<FN>

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


</TABLE>







                                                                               3
<PAGE>
<TABLE>
<CAPTION>

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



                                                            Three Months Ended
                                                  March 31, 2002          March 31, 2001
                                               --------------------    --------------------
<S>                                            <C>                    <C>
REVENUES:
Subscription services . . . . . . . . . . . .  $             577,541  $             521,384
Installation, maintenance and consulting . . .               390,332                108,876
Hardware sales. . . . . . . . . . . . . . . .                115,818                596,672
Other revenues. . . . . . . . . . . . . . . .                  1,221                 37,439
                                               ---------------------  ----------------------
  Total revenues. . . . . . . . . . . . . . .              1,084,912              1,264,371
                                               ---------------------  ----------------------

COSTS AND EXPENSES:
Cost of sales . . . . . . . . . . . . . . . .                615,792                925,811
Selling, general and administrative . . . . .                398,737                567,372
Amortization of excess of cost over
 fair value of net assets acquired. . . . . .                      -                 59,348
Interest expense. . . . . . . . . . . . . . .                 30,159                 25,947
                                               ---------------------  ----------------------
  Total costs and expenses. . . . . . . . . .              1,044,688              1,578,478
                                               ---------------------  ----------------------

Pre-tax income (loss) . . . . . . . . . . . .                 40,224               (314,107)

Provision for income taxes. . . . . . . . . .                  2,000                      -
                                               ---------------------  ----------------------

Net income (loss) . . . . . . . . . . . . . .                 38,224               (314,107)

Preferred stock dividends paid in-kind
 and accrued. . . . . . . . . . . . . . . . .                 13,406                 17,487
                                               ---------------------  ----------------------

Net income (loss) applicable to
 common stockholders. . . . . . . . . . . . .  $              24,818  $            (331,594)
                                               =====================  ======================

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

                                               =====================  ======================

Weighted average common shares
 outstanding, giving effect to the
 conversion to common stock of all
Class B Preferred Stock outstanding:

 Basic. . . . . . . . . . . . . . . . . . . .             93,556,522             89,884,755
                                               =====================  ======================
 Diluted. . . . . . . . . . . . . . . . . . .             93,556,982             89,884,755
                                               =====================  ======================

Pro-forma amounts assuming retroactive
 application of Statement of Financial
 Accounting Standards No. 142:
Net income (loss) . . . . . . . . . . . . . .  $              38,224  $            (254,759)
                                               =====================  ======================
Net income (loss) applicable to
 common stockholders. . . . . . . . . . . . .  $              24,818  $            (272,246)
                                               =====================  ======================
Basic and diluted net income (loss)
 per common share . . . . . . . . . . . . . .  $                   -  $                   -
                                               =====================  ======================


<FN>


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


</TABLE>






                                                                               4
<PAGE>
<TABLE>
<CAPTION>

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

Exercise of nominal stock options

Accrued  cumulative dividends
 on preferred stock

Capital contribution imputed
 for interest expense

Net income . . . . . . . . . . . .                -           -             -          -               -            -
                                    ----------------  ----------------  ------- ---------       ---------   ---------

Balance, March 31, 2002. . . . . .          508,152   $     508         8,777    $     9      23,610,265    $  23,610
                                    ================  =========         ======   =======      ==========    =========

                                                  -           -             -          -               -            -
</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

Exercise of nominal stock options.                                      600                                      600

Accrued  cumulative dividends
 on preferred stock. . . . . . . .                     (13,166)                                              (13,166)

Capital contribution imputed
 for interest expense. . . . . . .       10,337                                                               10,337

Net income . . . . . . . . . . . .            -         38,224            -            -             -        38,224
                                    -----------  -------------   -----------    ---------  ------------      --------

Balance, March 31, 2002. . . . . .  $ 5,960,223   $ (5,738,371)  $    (2,920)    (65,279)  $   (64,624)    $ 176,435
                                    ============  =============  ============    ========  ============     =========

                                              -             -              -           -             -             -

<FN>


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


</TABLE>





                                                                               5
<PAGE>
<TABLE>
<CAPTION>

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



                                                                     Three Months Ended March 31,
                                                                      2002                  2001
                                                                     -----                  ----
<S>                                                      <C>                             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . . . . . . . . . .  $             38,224            $(314,107)
                                                         --------------------            ----------

Adjustments to reconcile to net cash
 used by operating activities:
  Depreciation and amortization . . . . . . . . . . . .                17,817               78,611
  Stock issued for executive compensation . . . . . . .                     -               10,000
  Interest expense accrued and imputed on
   related party loans. . . . . . . . . . . . . . . . .                18,113               10,880
  Decrease (increase) in:
      Accounts receivable . . . . . . . . . . . . . . .                51,191              153,304
      Inventory . . . . . . . . . . . . . . . . . . . .                   182                    -
      Prepaid expenses and other current assets . . . .                38,492               22,288
  Increase (decrease) in:
      Accounts payable and accrued expenses . . . . . .              (161,356)              37,861
      Commissions payable . . . . . . . . . . . . . . .                45,353                    -
      Deferred income . . . . . . . . . . . . . . . . .               (39,374)             (43,762)
      Current liabilities attributable to discontinued
       operations . . . . . . . . . . . . . . . . . . .                     -              (74,104)
                                                         ---------------------           ----------
  Total adjustments . . . . . . . . . . . . . . . . . .               (29,582)             195,078
                                                         ---------------------           ----------
Net cash used by operating activities . . . . . . . . .                 8,642             (119,029)
                                                         ---------------------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Decrease (increase) in other assets . . . . . . . . .                     -                  380
                                                         ---------------------           ----------
Net cash provided (used) by investing activities. . . .                     -                  380
                                                         ---------------------           ----------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Note payable proceeds (repayments), net . . . . . . .                     -               57,718
  Exercise of stock options . . . . . . . . . . . . . .                   600                    -
  Related party loan proceeds (repayments). . . . . . .               (15,567)              10,000
                                                         ---------------------           ----------
Net cash provided by financing activities . . . . . . .               (14,967)              67,718
                                                         ---------------------           ----------

NET DECREASE IN CASH. . . . . . . . . . . . . . . . . .                (6,325)             (50,931)
Cash, beginning of period . . . . . . . . . . . . . . .                91,064              271,032
                                                         ---------------------           ----------
Cash, end of period . . . . . . . . . . . . . . . . . .  $             84,739            $ 220,101
                                                         =====================           ==========

<FN>


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



</TABLE>




                                                                               6
<PAGE>
<TABLE>
<CAPTION>

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



                                                             Three Months Ended March 31,
                                                                2002                2001
                                                                ----                ----
<S>                                                 <C>                            <C>
Supplemental disclosures of cash flow information:

  Cash paid during the period for:
    Interest . . . . . . . . . . . . . . . . . . .  $            12,046            $15,067
    Income taxes . . . . . . . . . . . . . . . . .                    -                  -
Supplemental disclosures of non-cash investing
  and financing activities:

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

  Cumulative $6 Class C preferred stock dividend
   accrued/paid in-kind. . . . . . . . . . . . . .               13,406             17,487

<FN>

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


</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  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.

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, 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 financial statements for the year ended December
31,  2001  appearing  in  the  Company's  Annual  Report  on  Form  10-KSB.

(Note  2)    Going Concern and International Expansion of Networking Operations
             ------------------------------------------------------------------

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 related use of cash
for operating activities have resulted in an extremely tight cash position and a
deficit  in  working capital of $1,716,705 at March 31, 2002 and a current ratio
at  such date of 0.23 to 1.  The Company's current financial position raises the
question  as to its ability to continue 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 commenced work on
its  portion  of  the  initial  contract.  As  of  May 14, 2002, the Company has
substantially  completed  its  work  on  the  initial  contract and has received
$600,000  in  contract related payments thereon.  AID has advised the Company it
is  confident of being awarded additional contracts on similar projects with the
RSAF  and  anticipates  that  the next contract could be formalized in August of
2002.  In  anticipation  thereof,  AID has awarded the Company a second contract
totaling  $300,000, providing for monthly payments of $100,000, for three months
through  August 2002.  Although the Company was profitable for the first quarter
of  fiscal 2002, the Company must continue profitable operations and restructure
its  related  party debt to insure its long-term viability.  Management believes
it will be successful in these endeavors, but no assurances can be given in this
regard.  The  condensed  consolidated  financial  statements  do not include any
adjustments  that might result from the outcome of this uncertainty.  (See Notes
3  and  4  to  the  condensed consolidated financial statements and Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations).




                                                                               8
<PAGE>
(Note  3)    Bank  Loan
             ----------

The Company's bank debt of $192,718 is due on July 31, 2002.  The related credit
facility  presently  provides  for  a  $200,000  credit  line.  The  Company has
requested  a renewal on the credit facility through May 31, 2003 and an increase
in  the  line  to  $300,000.

(Note  4)    Loans  Payable,  Related  Parties
             ---------------------------------

The  Company  repaid  $15,567 of its related party indebtedness during the first
quarter  of  2002, exclusive of current accruals for interest thereon.  At March
31, 2002,  $949,300, I ncluding accrued  interest,  is outstanding, repayment of
which is  due  August  1,  2002

(Note  5)    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 a total of 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, 8777.59 shares of Class C
Preferred  Stock  remain  outstanding.

(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 thereunder, 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
that  may be granted to a director of the Company under the 1996 Plan.  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  9).

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 100,000 shares and/or
options  available  for  future  grant  under  the  1998  Plan.  (See  Note  8).

(Note  7)    Subsequent  Event  -  Litigation
             --------------------------------

In  April 2002, ICS was named as the defendant in a breach of contract complaint
brought by  a customer  who had  ordered computer equipment  pursuant to a fixed
bid.  The  complaint  specifies  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.

(Note  8)    Subsequent  Issuance  of  Common  Stock
             ---------------------------------------

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  grants  under  such  Plan.



                                                                               9
<PAGE>

(Note  9)    Proposed  Option  Plan
             ----------------------

The Board of Directors has determined that it is 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  would allow the Company to grant 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.  Under  the 2002 Plan, the number of shares of Common
Stock  reserved and available for awards will be 2,000,000.  The 2002 Plan would
carry  forward  the  automatic  annual  grant  of  2000 options to each director
provided  by  the  1996  Plan.

(Note  10)   Adoption  of  SFAS  No.  142
             ----------------------------

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards  No.  142, "Goodwill and Other Intangible Assets."  In accordance with
this  pronouncement,  goodwill  is  no  longer  periodically  amortized  against
operations,  but  is  tested for impairment using a fair value methodology.  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 of any impairment.  The two
steps must be completed within six and twelve months, respectively, of adoption.
If  the  first  test  indicates no impairment, the second test is obviated.  The
Company  will  perform  the first test during the second quarter of fiscal 2002.
The  likelihood  or  amount  of  any  impairment  is  presently  unknown.

The  following  table  reflects  reported  results  of  operations for the first
quarter  of  fiscal  2002 as well as the adjustment of the reported net loss for
the  first  quarter  of fiscal 2001 that would have occurred if the new standard
had been applied at the beginning of 2001.  Basic and diluted loss per share for
2001  would  not  have  been  affected.
                                                   Quarter  Ended  March  31,
                                               ------------------------------
                                                       2002          2001
                                                       ----          ----

               Reported  net  income  (loss)         $38,224        $(314,107)
               Add  back:  Goodwill  amortization          -           59,348

                                                     -------          --------
               Adjusted  net  income  (loss)         $38,224        $(254,759)
                                                     =======         =========




                                                                              10
<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.

Recent  Accounting  Pronouncements:

     In  August  2001, the  Financial Accounting Standards Board issued SFAS No.
144,  "Accounting  for the Impairment or Disposal of Long-Lived Assets," that is
applicable  to  financial  statements  issued  for  fiscal years beginning after
December  15, 2001.  The FASB's new rules on asset impairment supersede SFAS No.
121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for Long-Lived
Assets  to  Be  Disposed  Of,"  and  portions  of Accounting Principles Bulletin
Opinion  30,  "Reporting  the  Results of Operations."  This Standard provides a
single  accounting  model  for  long-lived   assets  to  be   disposed   of  and
significantly  changes  the  criteria  that  would have to be met to classify an
asset  as  held-for-sale.   Classification  as  held-for-sale  is  an  important
distinction since such assets are not depreciated and are stated at the lower of
fair  value  or  carrying  amount.  This  Standard also requires expected future
operating  losses  from discontinued operations to be displayed in the period(s)
in  which  the  losses  are  incurred, rather than as of the measurement date as
previously required.  The provisions of this Standard are not expected to have a
significant  effect  on  the  Company's financial position or operating results.

Results  of  Operations:

     Total  revenues  decreased  $179,459,  or 14.2%, to $1,084,912 in the first
quarter  of  2002  from  $1,264,371 one year ago, as decreases in hardware sales
more  than  offset  significant revenue gains in other areas.  Sales of hardware
fell  by  $480,854,  or 80.6%, to $115,672 from $596,672 in the first quarter of
2001.  This  decrease  had been expected as hardware sales one year ago had been
unusually  high; such sales have declined consistently since then as the Company
has  been  focusing  on  higher  margin consulting, installation and maintenance
services.  Subscription  services  increased  by  $56,157, or 10.8%, to $577,541
from  $521,381  one  year  ago,  due  entirely  to  an  increase in sales to the
Company's  largest  customer  for  such services, Ultrastar.  Sales to Ultrastar
increased  by  $71,712,  or 24.0%, to $370,817 in the 2002 quarter from $299,105
one  year  ago.  The  Company  had  previously received certain indications from
Ultrastar  that they might seek to diversify their web-site hosting sources; the
Company's  contract  with Ultrastar allows them to cancel upon thirty days prior
written  notice.  If  Ultrastar  were to cancel their contract with the Company,
management  estimates  the  effect  on  current  year  revenues at approximately
$1,000,000,  with  a reduction in gross profit of approximately 15%. The overall
impact on the Company would be further mitigated as significant overhead savings
would  result,  both  in  terms  of personnel and occupancy cost.  As of May 14,
2002,  the  Company  has not received any notice of cancellation from Ultrastar.

     Installation,  maintenance  and  consulting  service  revenues increased by
$281,456, or 258.5%, to $390,332 in the 2002 quarter from $108,876 one year ago.
This  increase  was due principally to the Company's sub-contracting work on the
RSAF  Prince  Sultan  Air  Force  Base computer network upgrade project in Saudi
Arabia.  Three  monthly contract-related payments of $100,000 each were received
in  the first quarter of 2002 on this project, which commenced in December 2001.
AID  has  advised  the  Company  it  is  confident  of  being awarded additional
contracts  on  similar  projects  with  the  RSAF  and anticipates that the next
contract  could  be  formalized in August of 2002.  In anticipation thereof, AID
has  awarded  the  Company  a  second  contract totaling $300,000, providing for
monthly  payments  of  $100,000,  for  three  months  through  August  2002




                                                                              11
<PAGE>

     Other  revenues  decreased by $36,218 to $1,221 from $37,439 last year, due
to a decline  in  software  sales.

     Cost  of  sales  was  $615,792, representing 56.8% of total revenue for the
three  months  ended March 31, 2002, compared to $925,811, constituting 73.2% of
total  revenues for the three months ended March 31, 2001.  Cost of sales of ICS
was   $133,579  or  26.4%   of  hardware   sales,  installation   services   and
maintenance/consulting  for  the  three months ended March 31, 2002, compared to
$528,184,  or  74.9%,  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.  Cost of
sales  of  VillageWorld  was $482,213, or 83.5% of revenues for the three months
ended  March  31,  2002,  compared  to  $397,627,  or  76.3% one year ago.  This
decrease  in  margin reflects a 3.1% rise in connectivity and telephone costs to
$181,050  in  the  2002  quarter  compared  to  $175,741  in  the  2001 quarter.

     Selling, general and administrative expenses (SG&A)  were  $398,737 for the
quarter  ended  March  31, 2002, a decrease of $168,635, or 29.7%, from $567,372
one  year  ago.  Payroll and related benefits, which comprise the largest single
item in this expense classification, mirrored the decrease in this category as a
whole  by  declining  25.6%  to  $245,699  in  2002 from $330,227 in 2001.  As a
percentage  of  sales,  these  costs fell by 8.1% to 36.8% in 2002 from 44.9% in
2001.  Of  the total SG&A expenses in 2002, $302,989 was for ICS and $95,748 was
for  VillageWorld,  as compared to $391,438 and $175,934, respectively, one year
ago. As a percentage of sales these costs increased by 7.2% to 59.9% for ICS and
fell  by  17.1%  to  16.6% for VillageWorld, the increase for ICS reflecting the
large  decline  in  hardware  sales  discussed  above.

     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 4.7% of sales.  The Company will conduct the first part of the
transitional  goodwill  impairment  test during the second quarter of 2002.  The
likelihood  or  amount  of any impairment is presently unknown.  (See Note 10 to
the  condensed  consolidated  financial  statements).

     Interest expense increased by $4,212, or 16.2%, to $30,159 for the  quarter
ended March 31, 2002 from $25,947 one year ago.  The  increase was primarily due
to the higher average amount outstanding  on the  Company's related party  debt.
Although  a  portion  of  such debt bears no or below market interest rates, the
Company  imputes  interest  expense  up  to  a fair market value therefor.  As a
result  of its tight cash position, the Company also incurs certain late charges
from vendors, with whom the Company endeavors to work closely.   (See Notes 2, 3
and  4  to  the  condensed  consolidated  financial statements and Liquidity and
Capital  Resources).

     Pre-tax  income  for  the  2002  quarter  was $40,224, representing 3.7% of
sales,  compared  to a pre-tax loss of $314,107, constituting 24.8% of sales one
year ago.  The 16.4% increase in gross margin, the decrease in the ratio of SG&A
expenses to gross profit from 167.6% in 2001 to 85.0% in 2002, and the cessation
of  periodic  amortization  of  goodwill  all combined to result in a profitable
quarter,  the  Company's  first  since  the  merger  on  July  1,  1999.

     The  Company  has  provided estimated income taxes of $2,000, reflecting an
estimated  income tax rate of five percent for the first quarter of 2002, taking
into  account  budgeted  results  for  the remainder of the year, utilization of
federal  and  state  net operating loss carry-forwards and corporate alternative
minimum  taxes  related  to  the  latter.  The Company will revise this estimate
quarterly  based  on  then  available  indicators.

     Net  income for the 2002 quarter was $38,224 compared to a net loss for the
2001  quarter of $314,107 an improvement of $352,331.  Preferred stock dividends
totaled  $13,406  in  2002 and $17,487 in 2001.  Net income applicable to common
stockholders  was  $24,818 in 2002 compared to a net loss attributable to common
stockholders of $331,594 in 2001.  Earnings (loss) per share, which gives effect
to  the  conversion of all Series B Preferred Stock outstanding were nil in each
period.  The  inclusion  of  460  common  stock equivalents arising from certain
in-the-money  stock  options  had  no  effect  on  the  per  share  amounts.

     If  SFAS  No. 142 had been in effect at the beginning of 2001, net loss and
net  loss  attributable  to  common stockholders for the 2001 quarter would have
been  $254,759  and  $272,246,  respectively.  (See  Note  10  to  the condensed
consolidated  financial  statements).



                                                                              12
<PAGE>
Liquidity  and  Capital  Resources:
-----------------------------------

     Cash  and  cash  equivalents  at  March  31,  2002 were $84,739 compared to
$91,064  at  December  31,  2001.  The decrease in cash was primarily due to the
reduction  in  the  Company's  payables.

     Accounts receivable decreased by $51,191 to $352,378 at March 31, 2002 from
$403,569 at December 31, 2001.  The decrease reflects an overall faster turnover
of receivables as the sub-contract related payments from AID are received in the
month  to  which  such  billing  applies.

     Inventory  decreased by $182 to $24,884 at March 31, 2002 from December 31,
2001.  The  relatively  small balance in this account reflects the reductions in
hardware  sales.

     Prepaid expenses and other current assets  decreased by $38,492  to $51,655
at March 31,  2002  from  $90,147 at December 31, 2001, reflecting  amortization
of prepaid insurance  and other  routine  reductions  in  the  accounts therein.

     Accounts  payable and accrued expenses decreased by $161,356 to $680,500 at
March  31,  2002  from  $841,856  at  December  31, 2001, as the Company applied
approximately  three  quarters  of  all  available  cash  flow to reducing these
current  payables  during  the  quarter.

     Notes and loans payable decreased by $7,791 to $1,142,018 at March 31, 2002
from  $1,149,809  at  December  31,  2001.  The  decrease reflects repayments to
related  parties  of $15,567 less $7,776 of interest accrued during the quarter.
As  of March 31,  2002 loans payable to related parties totaled $949,300, all of
which  are  due August 1, 2002.  Notes payable to the bank remained unchanged at
$192,718  at  March  31,  2002.  Borrowings under the line, which may not exceed
$200,000,  are  due  July  31, 2002.  The Company has applied to the bank for an
increase  in  the  line to $300,000 and a renewal of the credit facility through
May  31,  2003.

     Operating  activities  provided  cash of $8,642 for the quarter ended March
31,  2002  compared  to  $119,029 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 large reduction in trade and other
payables.

     For  the  2002 quarter, there were no investing activities compared to $380
provided  one  year  ago.

     Financing  activities  required  cash  of  $14,967  for  the  2002 quarter,
principally for  related  party debt repayments.  Bank loan proceeds and related
party  loans  provided  $57,718  and  $10,000,  respectively,  one  year  ago.

     At  March  31,  2002,  the Company decreased its working capital deficit by
$66,978  to  $1,716,705 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 $949,300 of related party
debt,  due  August 1, 2002, which the Company will endeavor to restructure prior
to its maturity.  The Company has successfully reduced many costs, and, in large
part  due  to  the   international  expansion  of  its  networking  business  in
conjunction  with  AID,  attained  the  Company's  first  profitable post-merger
quarter.  In  anticipation of future RSAF contracts, AID has awarded the Company
a new contract totaling $300,000, providing for monthly payments of $100,000 for
three  months  through  August  2002.  The  Company's  continued work on related
future  sub-contracts  with  AID is integral to continued profitable operations,
which  in  turn  are  critical  to  insuring  the Company's long-term viability.
Management believes it will be successful in restructuring the Company's related
party  debt and continuing profitable operations, but no assurances can be given
in  this  regard.   (See  Note  2  to  the  condensed   consolidated   financial
statements).





                                                                              13
<PAGE>

Part  II.         Other  Information

Item  2.          Changes  in  Securities

                  See Note 5 to the condensed consolidated financial statements
                  included in  Part  I  hereof.

                  The Company received  no  cash  in  the transactions described
                  in Note 5.  The Company's issuances of common shares described
                  therein were 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  6.          Exhibits  and  Reports  on  Form  8-K

(a)               Exhibits

                  None

(b)               Reports  on  Form  8-K

                  None



                                                                              14
<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,  2002                        By:      /s/  Peter  J.  Keenan
                                                       ----------------------
                                              Peter J. Keenan, Chairman of the
                                              Board , President  and Principal
                                              Executive  Officer



                                              By:   /s/  Celia  I.  Schiffner
                                                    -------------------------
                                              Celia  I.  Schiffner, Treasurer
                                              and  Chief  Financial  Officer




                                                                              15
<PAGE>