SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                DECEMBER 28, 2002
                                 DATE OF REPORT
                        (DATE OF EARLIEST EVENT REPORTED)

                             VILLAGEWORLD.COM, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

          NEW YORK                       0-28058                  11-3137508
   (STATE OR OTHER JURISDICTION     (COMMISSION FILE NO.)         (IRS EMPLOYER
    OF INCORPORATION)                                      IDENTIFICATION  NO.)

                   620 JOHNSON AVENUE, BOHEMIA, NEW YORK 11716
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

------------------------------------------------------------------------

                                 (631) 218-0700
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

------------------------------------------------------------------------
ITEM  5.    OTHER  EVENTS

On  December  28,  2002, pursuant to the automatic conversion terms of its $.001
par  value  Class  C  Preferred  Stock, all outstanding 8,777.59 shares thereof,
together  with  accrued  dividends  thereon  of  $158,718  were  converted  into
53,152,670   shares  of  the  Company's  $.001  par  value  common  stock.   The
conversion  price,  calculated  at  75 per cent of the closing bid price for the
five  previous  trading  days,  was  $.0195  per  share.

After  such  conversion,  actual  outstanding  common shares totaled 76,797,656.
Giving effect to the common share equivalency of the Company's outstanding $.001
par value Class B Preferred Stock, the Company had 146,922,632 equivalent common
shares  outstanding  after  the  conversion  of  the  Class  C  Preferred.

On  December  31,  2002, the Company granted non-qualifying stock options, under
its  2002  Stock Award  and  Incentive Plan, to purchase an aggregate of 250,000
shares of its $.001 par value common stock.  The options were granted to fifteen
employees  as  follows:  30,000 to an officer/full-time employee; 20,000 each to
eight  other  full-time  employees;  and 10,000 each to six part-time employees.
All  of  the options are exercisable at $.03 per share and vested in full at the
December  31,  2002  grant  date.

On  December  31, 2002, the Company issued an aggregate of 475,000 shares of its
$.001  par value common stock outright to four individuals in payment of various
professional  services  and  accrued  liability balances.  Of the shares issued,
225,000  were issued  to the  four individuals  under the  2002 Stock  Award and
Incentive  Plan and  250,000 shares  were  issued  to two  of these  individuals
outside of any plan and are restricted under Rule 144 of The Securities Exchange
Act of 1934.

The grant of the above shares brought the total of actual issued and outstanding
common  shares  to  77,272,656  and  the  total number of equivalent outstanding
common  shares  to  147,397,632.

-------------------------------------------------------------------------------

                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
small  business issuer has duly caused this report to be signed on its behalf by
the  undersigned  hereunto  duly  authorized.

VILLAGEWORLD.COM,  INC.
(REGISTRANT)

   Dated: January 31, 2003                     By:  /S/    Celia  I.  Schiffner

                                                     ------------------------

                                                      Chief  Financial  Officer
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 3863}]
{"company-data": {"conformed-name": "VILLAGEWORLD COM INC", "cik": "0001006708", "assigned-sic": "5812", "irs-number": "113137508", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28058", "film-number": "03533037"}, "business-address": {"street1": "620 JOHNSON AVE", "street2": "SUITE 1B", "city": "BOHMIA", "state": "NY", "zip": "11716", "phone": "6312180700"}, "mail-address": {"street1": "620 JOHNSON AVE", "city": "BOHEMIA", "state": "NY", "zip": "11716"}, "former-company": {"former-conformed-name": "BIG CITY BAGELS INC", "date-changed": "19960311"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                DECEMBER 28, 2002
                                 DATE OF REPORT
                        (DATE OF EARLIEST EVENT REPORTED)

                             VILLAGEWORLD.COM, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

          NEW YORK                       0-28058                  11-3137508
   (STATE OR OTHER JURISDICTION     (COMMISSION FILE NO.)         (IRS EMPLOYER
    OF INCORPORATION)                                      IDENTIFICATION  NO.)

                   620 JOHNSON AVENUE, BOHEMIA, NEW YORK 11716
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

------------------------------------------------------------------------

                                 (631) 218-0700
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

------------------------------------------------------------------------
ITEM  5.    OTHER  EVENTS

On  December  28,  2002, pursuant to the automatic conversion terms of its $.001
par  value  Class  C  Preferred  Stock, all outstanding 8,777.59 shares thereof,
together  with  accrued  dividends  thereon  of  $158,718  were  converted  into
53,152,670   shares  of  the  Company's  $.001  par  value  common  stock.   The
conversion  price,  calculated  at  75 per cent of the closing bid price for the
five  previous  trading  days,  was  $.0195  per  share.

After  such  conversion,  actual  outstanding  common shares totaled 76,797,656.
Giving effect to the common share equivalency of the Company's outstanding $.001
par value Class B Preferred Stock, the Company had 146,922,632 equivalent common
shares  outstanding  after  the  conversion  of  the  Class  C  Preferred.

On  December  31,  2002, the Company granted non-qualifying stock options, under
its  2002  Stock Award  and  Incentive Plan, to purchase an aggregate of 250,000
shares of its $.001 par value common stock.  The options were granted to fifteen
employees  as  follows:  30,000 to an officer/full-time employee; 20,000 each to
eight  other  full-time  employees;  and 10,000 each to six part-time employees.
All  of  the options are exercisable at $.03 per share and vested in full at the
December  31,  2002  grant  date.

On  December  31, 2002, the Company issued an aggregate of 475,000 shares of its
$.001  par value common stock outright to four individuals in payment of various
professional  services  and  accrued  liability balances.  Of the shares issued,
225,000  were issued  to the  four individuals  under the  2002 Stock  Award and
Incentive  Plan and  250,000 shares  were  issued  to two  of these  individuals
outside of any plan and are restricted under Rule 144 of The Securities Exchange
Act of 1934.

The grant of the above shares brought the total of actual issued and outstanding
common  shares  to  77,272,656  and  the  total number of equivalent outstanding
common  shares  to  147,397,632.

-------------------------------------------------------------------------------

                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
small  business issuer has duly caused this report to be signed on its behalf by
the  undersigned  hereunto  duly  authorized.

VILLAGEWORLD.COM,  INC.
(REGISTRANT)

   Dated: January 31, 2003                     By:  /S/    Celia  I.  Schiffner

                                                     ------------------------

                                                      Chief  Financial  Officer