VILLAGEWORLD COM INC

REGISTRATION STATEMENT OF FORM S-3

S-3

AMENDMENT TO CERTIFICATE OF INCORPORATION

EX-3.1.3

FORM OF CLASS A PREFERRED STOCK CERTIFICATE

EX-4.4

FORM OF SUBSCRIPTION AGREEMENT

EX-4.5

FORM OF WARRANT

EX-4.6

FORM OF WARRANT

EX-4.7

OPINION OF COUNSEL

EX-5.1

CONSENT OF INDEPENDENT ACCOUNTANTS

EX-23.2