UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period ended March 31, 2005

                        Commission File Number 333-69414


                          SOURCE DIRECT HOLDINGS, INC.
               --------------------------------------------------
               (Exact name of registrant as specified in charter)


                         Nevada                    98-0191489
            -------------------------------    -------------------
            (State or other jurisdiction of     (I.R.S. Employer
             incorporation or organization)    Identification No.)


           4323 Commerce Circle, Idaho Falls, Idaho       83401
           ----------------------------------------     ----------
           (Address of principal executive offices)     (Zip Code)


     Registrant's telephone number, including area code   (877) 529-4114


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 classes of common
equity, as of the latest practicable date: As of April 25, 2005, the Company had
outstanding 74,231,400 shares of its common stock, no par value.

This Quarterly Report is amended to correct certain  typoqraphical errors and to
clarify  certain items in the  Management's  Discussion  and Analysis or Plan of
Operation section.


<PAGE>


                                TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                  PAGE

PART I

  ITEM 1.   FINANCIAL STATEMENTS                                           3
  ITEM 2.   MANAGEMENT'S DISCUSSION AND PLAN OF OPERATIONS                 8
  ITEM 3.   CONTROLS AND PROCEDURES                                       15

PART II

  ITEM 2.   UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS          16
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                              17









                                       2
<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS

                          SOURCE DIRECT HOLDINGS, INC.
                      Condensed Consolidated Balance Sheet
                                 March 31, 2005
                                  (Unaudited)

                                     ASSETS
Current Assets
   Cash                                                           $     1,312
   Undeposited Funds                                                      178
   Trade Receivables                                                  103,574
   Inventory                                                          342,119
   Employee Advance                                                     5,437
                                                                  -----------
Total Current Assets                                                  452,620

Property and Equipment
   Property and equipment                                              82,888
   Less: Accumulated Depreciation                                     (10,350)
                                                                  -----------
Net Property and Equipment                                             72,538
Other Assets
   Formula, Trademark, Trade-name                                     115,000
   Accumulated Amortization                                           (11,049)
                                                                  -----------
Net Other Assets                                                      103,951

                                                                  -----------
TOTAL ASSETS                                                      $   629,109
                                                                  ===========

                       LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts Payable                                               $    87,638
   Equipment Loans (current)                                            1,000
   Payroll Liabilities                                                 20,228
   Taxes Payable                                                         --
                                                                  -----------
Total Current Liabilities                                             108,865

Long-Term Liabilities
   Note Payable - Daren Nelson                                         35,000
                                                                  -----------
Total Long-Term Liabilities                                            35,000

                                                                  -----------
Total Liabilities                                                     143,865
                                                                  -----------

Stockholders' Equity
   Common Stock -- $.001 par value; 200,000,000
      shares authorized; 71,986,000 issued and
      outstanding                                                      71,986
   Additional paid-in capital                                       1,416,494
   Accumulated deficit                                             (1,003,236)
                                                                  -----------
Total Stockholders' Equity                                            485,244
                                                                  -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                          $   629,109
                                                                  ===========


                 See accompanying notes to financial statements.



                                       3
<PAGE>

                          SOURCE DIRECT HOLDINGS, INC.
                 Condensed Consolidated Statements of Operations
            For the three month periods ended March 31, 2005 and 2004
                                  (Unaudited)

                                             For the Three      For the Three
                                              Months Ended       Months Ended
                                             March 31, 2005     March 31, 2004
                                             --------------     --------------
Revenues                                     $      120,711     $         --
Cost of Goods Sold                                   38,327               --
                                             --------------     --------------
  Gross Profit                                       82,385               --

General and admin. Expense                          169,930            100,858
                                             --------------     --------------

Operating Loss                                      (87,545)          (100,858)


Interest income                                        --                 --
Interest expense                                       --                 --
Gain/(loss) on asset sales                             --                 --
Income taxes                                           --                 --
                                             --------------     --------------

Net Loss before extraordinary                      (87,545)          (100,858)
Extraordinary gain, net                                --                 --

                                             --------------     --------------
Net Loss                                     $     (87,545)    $     (100,858)
                                             ==============     ==============

Net Loss per share                           $        (0.01)    $        (0.01)

Weighted Average Number
  of shares outstanding                          71,945,956         58,839,642



                 See accompanying notes to financial statements.



                                       4
<PAGE>

                          SOURCE DIRECT HOLDINGS, INC.
                 Condensed Consolidated Statements of Operations
            For the nine month periods ended March 31, 2005 and 2004
                                  (Unaudited)

                                              For the Nine       For the Nine
                                              Months Ended       Months Ended
                                             March 31, 2005     March 31, 2004
                                             --------------     --------------
Revenues                                     $      190,117     $         --
Cost of Goods Sold                                   72,103               --
                                             --------------     --------------
  Gross Profit                                      118,015               --

General and admin. Expense                          559,356            427,588
                                             --------------     --------------

Operating Loss                                     (441,341)          (427,588)


Interest income                                        --                 --
Interest expense                                       --                 --
Gain/(loss) on asset sales                             --                 --
Income taxes                                           --                 --
                                             --------------     --------------

Net Loss before extraordinary                      (441,341)          (427,588)
Extraordinary gain, net                                --                 --

                                             --------------     --------------
Net Loss                                     $     (441,341)    $     (427,588)
                                             ==============     ==============

Net Loss per share                           $        (0.01)    $        (0.01)

Weighted Average Number
  of shares outstanding                          71,945,956         39,444,964


                 See accompanying notes to financial statements.




                                       5
<PAGE>
<TABLE>
<CAPTION>
                          SOURCE DIRECT HOLDINGS, INC.
                 Condensed Consolidated Statements of Cash Flows
            For the nine month periods ended March 31, 2005 and 2004
                                   (Unaudited)

                                                      For the Nine      For the Nine
                                                      Months Ended      Months Ended
                                                     March 31, 2005    March 31, 2004
                                                     --------------    --------------
<S>                                                  <C>               <C>
Cash Flow Used for Operating Activities
      Net Loss                                       $     (471,348)   $     (427,588)
  Adjustments to Reconcile net loss to
     to net cash used for operating activities:
      Depreciation                                            6,816              --
      Amortization Expense                                    6,577              --
      (Increase)/Decrease in Trade Receivables              (83,328)             --
      (Increase) in undeposited funds                          (178)             --
      Increase in Inventory                                (239,266)          (42,707)
      Increase in employee advance                           (5,437)             --
      Increase in accounts payable                           87,638             4,809
      Increase/(Decrease) in payroll Liabilities             (3,014)             --
      (Decrease) in income taxes payable                        (60)             --

                                                     --------------    --------------
Net Cash Flows Used for Operating Activities               (701,600)         (465,486)

Cash Flows used for Investing Activities
      Purchase equipment                                    (31,857)           (8,490)
      Acquisition of Intangible Assets                         --            (115,000)
                                                     --------------    --------------
Net Cash Flows Used for Investing Activities                (31,857)         (123,490)

Cash Flows used for Financing Activities
      Decrease in Shareholder Loans                         (36,563)           (1,318)
      Decrease in equipment loans                           (14,602)             --
      Increase in Note Payable                               35,000           (20,000)
      Issued stock for cash                                 749,980           736,500
                                                     --------------    --------------
Net Cash Flows Used for Financing Activities                733,815           715,182


Net Increase / (Decrease in cash                                357           126,206
Beginning Cash Balance                                          955                83

Ending Cash Balance                                  $        1,312    $      126,289
                                                     ==============    ==============
</TABLE>


                 See accompanying notes to financial statements.




                                       6
<PAGE>

                          Source Direct Holdings, Inc.
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)

Note 1   ORGANIZATION AND INTERIM FINANCIAL STATEMENTS

         Interim financial  statements-The  accompanying  condensed consolidated
         financial statements are unaudited and have been prepared in accordance
         with generally  accepted  accounting  principles for interim  financial
         information.  Accordingly,  they do not include all of the  information
         and footnotes required by accounting  principles for complete financial
         statements  generally accepted in the United States of America.  In the
         opinion  of  management,   the  accompanying   consolidated   financial
         statements  contain all  adjustments,  consisting  of normal  recurring
         accruals,  necessary for a fair presentation of our financial  position
         as of March  31,  2005 and 2004.  There has not been any  change in the
         significant  accounting  policies of Source Direct Holdings,  Inc., for
         the periods  presented.  The results of operations for the three months
         ended March 31, 2005, are not necessarily indicative of the results for
         a full-year  period.  It is suggested  that these  unaudited  condensed
         consolidated  financial  statements  be read in  conjunction  with  the
         consolidated financial statements and the notes thereto included in the
         Company's  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
         December 31, 2004,  filed with the Securities  and Exchange  Commission
         (the "SEC").


Note 2   INVENTORY

         Inventories  are stated at lower of cost or market  and  consist of the
         following:

                                          3/31/05
                                         ---------
                       Materials         $ 342,119

                                         ---------
                       Total             $ 342,119
                                         =========




                                       7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

         This Quarterly  Report contains  forward-looking  statements  about the
business,  financial  condition and prospects of Source  Direct  Holdings,  Inc.
("we" or the "Company"), that reflect management's assumptions and beliefs based
on information currently available. Additionally, from time to time, the Company
or its representatives have made or may make forward-looking statements,  orally
or in writing.  Such  forward-looking  statements  may be  included  in, but not
limited  to,  press  releases,  oral  statements  made with the  approval  of an
authorized executive officer, or in various filings made by the Company with the
Securities  and  Exchange  Commission.  Words or  phrases  such as "will  likely
result," "are  expected  to," "will  continue,"  "is  anticipated,"  "estimate,"
"project  or  projected,"  or  similar  expressions  are  intended  to  identify
"forward-looking statements." Such statements are qualified in their entirety by
reference to and are  accompanied by the below  discussion of certain  important
factors  that  could  cause  actual  results  to  differ  materially  from  such
forward-looking statements.

         Management is currently  unaware of any trends or conditions other than
those mentioned in this  management's  discussion and analysis that could have a
material adverse effect on the Company's consolidated financial position, future
results of operations, or liquidity.  However, investors should also be aware of
factors that could have a negative  impact on the  Company's  prospects  and the
consistency  of  progress  in the areas of revenue  generation,  liquidity,  and
generation of capital resources.  These include: (i) variations in revenue, (ii)
possible  inability to attract  investors for its equity securities or otherwise
raise  adequate  funds from any source  should the Company  seek to do so, (iii)
increased governmental regulation,  (iv) increased competition,  (v) unfavorable
outcomes to litigation  involving the Company or to which the Company may become
a party in the future (vi) a very  competitive  and rapidly  changing  operating
environment, (vii) changes in business strategy, (viii) market acceptance of our
products and, (ix) a failure to successfully market the Company's products.

         The  risks  identified  here are not all  inclusive.  New risk  factors
emerge from time to time,  and it is not possible for  management to predict all
of such risk  factors,  nor can it assess the impact of all such risk factors on
the  Company's  business  or the  extent to which any factor or  combination  of
factors may cause actual results to differ  materially  from those  contained in
any forward-looking statements.  Accordingly,  forward-looking statements should
not be relied upon as a prediction of actual results.

         All  forward-looking  statements are intended to be covered by the safe
harbor created by Section 21E of the Securities Exchange Act of 1934.

BUSINESS

         We are an emerging  company,  which has  acquired  the formulas for two
cleaning  products.  These  products are Simply  Wow(R) and Stain  Pen(TM).  The
formulas for these products were  developed by Deren Z. Smith,  the President of
Source Direct and one of its directors.  Kevin Arave, the Secretary/Treasurer of
Source Direct and a director,  also assisted in the funding for the  development
of the formulas. Any and all rights and interests of these parties in and to the
formulas or the trademarks were transferred to the Company for 11,500,000 shares
each of the  Subsidiary.  These shares  converted into  17,250,000 of the parent
company as a result of the Merger  with  Global Tech  Capital  Corp.  in October
2003. In addition to these two products, we have developed a new product  called
Prompt(TM)  that was  introduced  in August  2004.  In May 2005, we received  an
additional registered trademark for Works On The Spot(R).

         We own the  trademarks  to all three of our  products but have not made
application for any patents.  Management believes it would be difficult,  if not
impossible,  to duplicate the formulas for the Company's  products.  We maintain
confidentiality  agreements  with all parties  who have access to the  formulas.
Nevertheless,  there is no  assurance  that  someone  could  not  duplicate  the
formulas and directly compete with the company. The cost of litigating the issue
of illegal competition may preclude us from being able to protect the secrecy of
the formulas.


                                       8
<PAGE>

PRODUCTS

Simply Wow(R)

         Simply  Wow(R) is an  all-purpose  cleaner that safely and  effectively
cleans  any  washable   surface.   Simply  Wow(R)  is  developed  with  nonionic
surfactants  that contain  penetrating  and suspending  agents that dissolve the
toughest grease,  protein,  dirt, and oil stains.  The product is a water-based,
multipurpose,  biodegradable, nontoxic degreaser with a pleasant lemon fragrance
that effectively replaces flammable or combustible solvent cleaners. It contains
no hazardous  solvents or  acidic-type  chemicals,  and its  formulation  safely
accomplishes  the cleaning that  previously  required  solvent or acid cleaners,
which  exposed  the user and the  environment  to the  inherent  hazards of such
chemicals.  We recently introduced a new version of this cleaning product called
Simply Wow(R) All Organic  Multi-Purpose Cleaner Degreaser to meet the demand of
ecologically friendly consumers.

         The  following  are what we believe to be specific  advantages of using
Simply Wow(R):

         o    It is designed with nonionic surfactants and wetting, penetrating,
              and suspending  agents to dissolve the toughest  grease,  protein,
              dirt and oil stains.

         o    It replaces  most or all  cleaners  in a person's  home and can be
              used to clean stains on walls, cars, etc.

         o    It  will  keep  carpets  cleaner  longer  by  removing  previously
              uncleanable spots.

         o    It   is   biodegradable   and   nontoxic,  making   this   product
              environmentally safe and friendly.

         o    It removes all types of spots and stains including ink,  permanent
              marker, fingernail polish, scuff marks, crayon, coke, coffee, tea,
              grease,  oil,  mildew,  pet stains and food stains from  materials
              ranging from clothing to upholstery.

Stain Pen(TM)

         Stain Pen(TM) is an  on-the-spot  stain remover.  The  convenient  size
makes it easy to keep at home, in the car, or at the office.  This product has a
proprietary  formula that safely  removes  food stains,  oil paint (wet or dry),
makeup,  wine,  blood,  grass  stains,  grease,  coffee  and tea stains and copy
machine  stains with no harmful  fumes or large  quantities  of liquid to spill.
Stain  Pen(TM)  works simply by applying a small amount of stain pen solution to
the stain and applying a damp cloth.

Prompt(TM)

         Prompt(TM) is a multi-purpose,  low foaming,  non-toxic,  biodegradable
industrial  strength  cleaner for multiple  commercial and  industrial  cleaning
applications.  It is a  non-hazardous,  user  friendly,  VOC  (Volatile  Organic
Compounds) compliant product and is highly effective in many commercial cleaning
applications. Prompt's proprietary formulation encapsulates dirt and oil in many
industrial   applications  that  include:   floors,   walls,  metal  fabricating
equipment, smoke and fire damage, as well as equipment restoration.

Future Products

         We have also completed  development  of formulas for other  proprietary
cleaning  products,  which we intend to  introduce  to the  market in the future
under private label.  These products  include an automotive  vinyl protector and
cleaner, an all-purpose  automotive wheel cleaner, an automotive engine cleaner,
and a liquid laundry product.


                                       9
<PAGE>

         We are  subject  to risks  that  existing  or new  manufacturers  could
develop new or better  products  than the ones  offered by us. While we devote a
portion of our funds to on-going  research  and  development,  the amount of our
funding in this area is extremely  limited when compared to the manufacturers of
products,  which compete with ours. We believe that most other  companies in the
household  cleaning  industry are  significantly  better  funded than are we and
devote  significantly  more funds to  developing  new,  or  improving  existing,
products which compete with ours.

PRODUCT PRODUCTION

         We do not  currently  produce our  products  in-house  except for Stain
Pen(TM),  which is  produced in our  facility.  We believe  that the  production
facility,  which has agreed to manufacture our other products, would be adequate
to produce our products in sufficient  quantities to meet any anticipated future
needs. We have not secured any form of financing for  significant  production of
our products.  We will attempt to secure funding either from private  sources or
through a bank loan or factoring arrangement. There is no assurance that we will
be able to obtain any of these sources of financing,  or that if we could obtain
it that the financing terms would be favorable to the company.

PRODUCT DISTRIBUTION

         The most  critical  phase of our  operations  is the  marketing  of our
products.  We market our products  using both current  management  personnel and
outside  independent  marketing  companies.  We currently  have several  outside
marketing arrangements, which we consider significant. These agreements are with
the following organizations:

         o    Marden Distribution, Inc.,
         o    Integritas, Inc.,
         o    Media Corp Worldwide,
         o    Fusion Packaging Solutions, Inc.,
         o    Impact Sales, Inc.,
         o    Morgan & Sampson SCA,
         o    New Frontier Marketing, Inc. and
         o    Daymon Associates, Inc.

         The Marden  Agreement  grants Marden  Distribution,  Inc. the exclusive
right  to  distribute  our  products  to  Wal-Mart(R),  Sam's  Club(R),  and ACE
Hardware(R).  Marden is an approved vendor with these retail  organizations.  We
believe  that the  ability of Marden to present our  products to these  national
chains will reduce the cost to the company.

         Our  agreement  with Marden is  exclusive in the sense that no one else
can market Simply Wow(R),  Stain Pen(TM), and derivatives of these products such
as our engine cleaner,  upholstery  cleaner,  and wheel cleaner, to Wal-Mart(R),
Sam's  Club(R),  or  ACE  Hardware(R).  We  have  agreed  to pay  Marden  a flat
percentage fee based on the gross  "sell-in" price to each retailer based on the
wholesale  cost of the  goods  sold to the  retailer,  plus the flat  percentage
amount.  Marden has agreed to pay all of the costs and expenses  associated with
the marketing and distribution of the products to the retailers.  We have agreed
to maintain product liability  insurance,  which we currently have in place, and
to hold  Marden  harmless  from  any  liability  associated  with the use of our
products.

         The Integritas  agreement provides that Integritas,  Inc., will provide
product distribution, customer relations, and investor relations services.

         The Media Corp agreement  grants Media Corp Worldwide  exclusive direct
response "As Seen on TV" commercial marketing.  Media Corp Worldwide will create
infomercial  advertising for Source Direct's proprietary cleaning products,  and
will work to further  market its  proprietary  product  lines Simply  Wow(R) and
Stain Pen(TM) on television only.


                                       10
<PAGE>

         In September 2004, we signed two additional  agreements with Media Corp
Worldwide.  The first,  designated as the "QVC Agreement," extends the marketing
relationship  between the Company and Media Corp.  The QVC  Agreement  grants to
Media Corp the exclusive  right to sell the  Company's  products to the QVC Home
Shopping Network.  The second,  designated the Mail Order Catalog Agreement (the
"Catalog  Agreement"),  granted  to Media Corp the  exclusive  right to sell the
products to mail order catalog companies within the United States.

         The  Fusion  Packaging   Solutions   agreement  is  an  exclusive  mass
merchandising   and  co-branding   distribution   agreement.   Fusion  Packaging
Solutions,  Inc., has a proprietary solution called Pig Spit(R). Pig Spit(R) was
introduced  at the Sturgis  Motorcycle  Rally in 1994 and has won the respect of
motorcycle  enthusiast  around the world.  Pig Spit(R)  makes black  wrinkle and
powder coat finishes look like new. It wicks into hard-to-reach areas like motor
fins and  transmissions  and eliminates wax stains.  Pig Spit(R) is available at
most  Harley  Davidson(R)  motorcycle  shops  in the  U.S.  and will now be made
available  exclusively  for  distribution to mass  merchandisers  through Source
Direct  Holdings,  Inc., and marketed under the co-branded name of Simply Wow(R)
Pig Spit(R).

         The Impact Sales agreement grants Impact Sales,  Inc., the distribution
rights for all Source Direct  proprietary  cleaning  products to more than 6,800
grocery retailers in the United States,  including Albertsons,  Inc.(R);  Kroger
Co.(R);  and Safeway,  Inc.(R).  Impact Sales has been servicing  large national
retail  grocery  accounts  for more  than 20 years  and  employs  more 200 sales
associates  from their 13  offices  in  California,  Colorado,  Florida,  Idaho,
Illinois, Oregon, Utah, and Washington.

         The  Morgan  &  Sampson  agreement  grants  Morgan  &  Sampson  SCA the
exclusive marketing and distribution rights to Source Direct's proprietary Stain
Pen(TM) Twin Pack to more than 5,000  grocery  retailers  in the Western  United
States and  Hawaii.  In January  2005,  through  this  agreement,  we have begun
shipments of our Stain Pen(TM) product to all Safeway(R)  stores and Kmart Super
Centers(R) nationwide.

         The New Frontier Marketing agreement authorizes New Frontier Marketing,
Inc., to act as principal agent for all the Source Direct  proprietary  cleaning
products to all United Natural Foods, Inc. ("UNFI"), and grocery trade customers
in  the  Northwest  region.  UNFI  is  the  largest  publicly  traded  wholesale
distributor to the natural and organic foods industry. Carrying more than 43,000
SKUs, the company supplies over 21,000 customers  nationwide and services a wide
variety of retail formats  including super natural chains,  independent  natural
products  retailers and conventional  supermarkets  located in Washington State,
Oregon, Montana, Idaho and Alaska.

         The Daymon  Associates broker contract  designates  Daymon  Associates,
Inc. as the exclusive sales agent and broker in connection with all sales and/or
contracts for  merchandise  designated to Costco(R)  Warehouses in the following
regions:

         -    Domestic: Bay Area; Los Angeles Region; Midwest Region;  Northeast
              Region;  Northwest  Region;  San Diego Region;  Southeast  Region;
              Texas  Region;  Mexico  Region;  Eastern  Canada  Region;  and the
              Western Canada Region.

         -    International: Japan; Korea; Taiwan; and United Kingdom.

         The Agreement provides that the Company will pay to Daymon a commission
on the Company's  products sold,  shipped,  and invoiced to Costco(R) within the
above-defined  territory. The Commissions paid will be based on the gross amount
of  sales  generated,  defined  as the  amount  of the  invoice,  less  any cash
discounts. The Company agreed to pay a 3% commission.

         Under the Agreement, Daymon agreed to devote its efforts to the sale of
the Company's products during the term of the agreement, which is one year, with
automatic  one-year  renewals  unless  terminated  by  either  party on 90 days'
written notice. Daymon agreed to provide weekly sales data, by location, as well
as analytical reviews of such data. Daymon agreed to devote adequate  facilities
and personnel to perform the services required in the Agreement.


                                       11
<PAGE>

         In addition to the above agreements, we also utilize internal marketing
efforts to advertise and  distribute  our products.  We recently  became a title
sponsor on a NASCAR  sponsorship  agreement  with Erik Darnell and Darnell Motor
Sports for the 2004 and 2005 NASCAR racing seasons.

         In January 2005 our internal  marketing  staff  contracted with Bi-Mart
Membership Discount Stores. The Company has begun shipments of our proprietary 3
ounce Stain Pen(TM) to all Bi-Mart  Membership  Discount  Stores  throughout the
northwest region.

         Bi-Mart stores are membership-only  stores,  which means that customers
must join Bi-Mart or be a guest of a member before  shopping with them.  Bi-Mart
currently  has over one  million  members at more than 60 stores in  Washington,
Oregon, and Montana,  with plans to continue aggressive expansion throughout the
greater  Northwest.  Each store is  approximately  30,000  square feet and deals
mainly in hard goods in the following departments: photo, house-wares,  sporting
goods,   automotive,   hardware,   health  &   beauty,   toys,   clothing/shoes,
beer/food/wine, and a full service pharmacy.

         In May 2005 we will be  introducing  our new Simply  Wow(R) All Organic
Multi-Purpose  Cleaner  Degreaser and Stain Pen(TM) at the 60th annual  National
Hardware Show(R) and Lawn & Garden World(R).  The National  Hardware Show(R) and
Lawn & Garden Expo is an annual  gathering that connects  hundreds of retailers,
dealers,  wholesalers,  distributors,  and  manufacturers  from 50 states and 80
countries to the home marketplace by showcasing products, building relationships
and educating the industry through insightful conference sessions, seminars, and
research.

DESCRIPTION OF PROPERTY

         The  offices  of Source  Direct  recently  relocated  to 4323  Commerce
Circle,  Idaho Falls, Idaho. The property consists of approximately 3,780 square
feet of office  space,  and  approximately  10,000  square feet of warehouse and
manufacturing  space.  The Company  anticipates  that the new facilities will be
suitable, appropriate, and adequate for its needs for the foreseeable future.

         We currently own the following trademarks and web domains:

         Trademarks:

         Simply Wow(R)
         Stain Pen(TM)
         Prompt(TM)
         Works On The Spot(R)

         Web Domains:

         o    http://www.simplywow.com (the Company's primary web site)
         o    http://www.worksonthespot.com
         o    http://www.multipurposecleaner.com
         o    http://www.stainpen.com
         o    http://www.stainstick.com
         o    http://www.laundrystain.com
         o    http://www.organicsimplywow.com

Risk Factors

         There are various  risks  involved in any  investment  in the  Company,
including those described  below.  Any shareholder or potential  investor in the
Company should consider carefully these risk factors.

         o    The financial  statements of the Company include a "going concern"
              limitation.
         o    The  Company  has a  limited  operating  history  and may  require
              additional funding.
         o    The Company has not applied for a patent on its products.
         o    The  loss of the  services  of  current  management  would  have a
              material negative impact on the operations of the Company.
         o    The  Company  will  be in  competition  with  a  number  of  other
              companies, which may be better financed than the Company.
         o    There is no  active  public  market  for the  common  stock of the
              Company.
         o    The Company's shares are designated as penny stock.
         o    The market for the Company's shares is volatile.
         o    Future  issuances of stock could  adversely  affect holders of the
              Company's common stock.


                                       12
<PAGE>

         The risks and uncertainties  described in this section are not the only
ones facing Source  Direct.  Additional  risks and  uncertainties  not presently
known to us or that we currently  deem  immaterial  may also impair our business
operations.  If  any  of the  foregoing  risks  actually  occur,  our  business,
financial  condition,  or results of operations  could be  materially  adversely
affected. In such case, the trading price of our common stock could decline.

Financial Condition and Changes in Financial Condition

         We generated  revenues from sales of our cleaning  products of $120,711
during the quarter  ended March 31, 2005.  Sales for the nine months ended March
31, 2005 totaled $190,117. We had no sales for the prior year comparable periods
as we were in our  start  up  phase  of  operations.  Our  profit  margins  have
continued  to grow as a result  of  manufacturing  efficiencies.  We  anticipate
revenues to continue increasing through the various marketing agreements we have
entered into during the past year.
<TABLE>
<S><C>
                                             Quarter ended
                       ----------------------------------------------------------     Nine Months
                        March 31, 2005    December 31, 2004    September 30, 2004    March 31, 2005
                       ----------------------------------------------------------------------------
Sales                      $   120,711          $    35,908           $    33,498       $   190,117
Cost of Goods Sold              38,326               15,657                18,119            72,102
                       ----------------------------------------------------------------------------
Gross Profit                    82,385               20,251                15,379           118,015

Profit Margin                    68.2%                56.4%                 45.9%             62.1%
</TABLE>

         Operating  expenses  for the  quarter  ended  March  31,  2005  totaled
$169,930.  Compensation  related  expenses  were  $76,654.  Travel and marketing
expenses incurred for product promotion and general business  activities totaled
$23,776.  We  incurred  $15,464 in legal and  accounting  related  expenses as a
result of the various marketing  agreements we entered into and expenses related
to fulfilling our filing  requirements  with the SEC.  Research and  development
expenses  totaled $1,337 for the quarter.  The remaining  expenses were incurred
for general business purposes.

         Operating  expenses  for the  nine-month  period  ended March 31, 2005,
totaled  $559,356.  These expenses were incurred in connection with the start up
costs related to our  operations as well as  compensation,  legal and accounting
fees,  marketing and travel.  We believe we will  continue to incur  substantial
expenses for the near term as we increase our marketing efforts to introduce our
products to the market.

         Operating  expenses  for the prior year  quarter and nine month  period
ended March 31,  2004,  totaled  $100,858 and  $427,588  respectively.  Expenses
incurred with the start up of our operation were approximately  $101,000. All of
the remaining expenses relate to the business of the prior operations before the
October 2003 merger,  and we do not believe  they have any  significance  on our
current business operations or our future plans.

Liquidity and Capital Resources:

         Since  inception to March 31, 2005, we have funded our operations  from
the sale of securities and loans from shareholders.


                                       13
<PAGE>

         During the quarter ended March 31, 2005, we sold 949,600  shares of our
common stock for total proceeds of $94,980. We have utilized these funds for our
various marketing and promotion efforts and general business  activities.  Daren
Nelson loaned the Company $35,000 during the quarter ended March 31, 2005.

         At March 31, 2005, we had cash  balances  of  $1,312,  and net  working
capital of $343,755.  In addition,  we had current trade account  receivables of
$103,574, which was generated from the various purchase orders for our products.
Inventory of cleaning products  amounted to $342,119.  Our cash requirements for
the next  twelve  months  will  depend  significantly  on the number of purchase
orders we receive for our products and our ability to secure financing for these
orders. We anticipate that we will be able to secure either a business loan or a
factoring arrangement for any purchase order that exceeds our current ability to
fund internally.  However, we have no current agreements or arrangements,  which
would  provide  such  funding.  We have  also not  negotiated  the terms of such
funding and cannot  provide any  assurance  that the terms will be favorable for
the  company.  We are also  unable to  predict  the  number  of  orders  for our
products,  or if we receive  additional  orders,  the amount of operating profit
such orders would generate.  Therefore, we are unable to predict our future cash
requirements until we secure additional purchase orders.

         On January 13, 2005, the Company  entered into agreements to purchase a
new  headquarters  building.  The purchase  price for the property was $800,000.
Pursuant to the terms of a  promissory  note,  the  Company was  required to pay
$5,882.19 on or before March 3, 2005, and the same amount on or before the third
of each month thereafter. The Company had made the required payments through the
date of this Report.  The Note bears interest at a rate of 8.5%, and matures and
comes due on January 13, 2006.  The  Property  consists of  approximately  3,780
square feet of office space, and  approximately  10,000 square feet of warehouse
and manufacturing space. The Company anticipates that the new facilities will be
suitable, appropriate, and adequate for its needs for the foreseeable future.

         We continue to perform research and development to improve our existing
cleaning  products and to provide new cleaning  products.  We anticipate that we
will continue to spend funds for research and development during the next twelve
months,  but we are unable to predict or  anticipate  the total  amount of these
future research and development  expenses.  In many instances,  new products are
developed  as a result of interest  expressed  by a potential  retail  client in
similar or ancillary  products to the ones initially  presented.  This may occur
especially in our private label  products.  Many retail outlets require a set of
related private label cleaning  products before ordering any cleaning  products.
Such was the case in our automotive  cleaning  products.  Our wheel cleaning and
tire cleaning  products were  developed as a result of responses  from potential
clients  for  our  automotive  vinyl-cleaning  product  who  required  a set  of
automotive cleaning products rather than the single vinyl-cleaning product.

         We  believe  we will need  additional  funding.  We are  assessing  the
possibilities  for  financing  our business  plan and trying to  determine  what
sources of financing we might  explore to raise the needed  capital.  We have no
outside  sources for funding our business plan at this time other than the sales
of our common stock. We anticipate that we will need additional  capital for any
current or future expansion of our operations we might undertake.

Plan of Operation

         The operating  subsidiary  has embarked on a two-fold  growth  program,
which includes the following strategies and plans:

         Our plan of operation  includes the  implementation  of a multi-pronged
marketing strategy to distributors,  retail stores, and cleaning  professionals,
and direct to consumers  to position  the Company to become a major  supplier in
the U.S. all-purpose cleaning solution market. Management's business model is to
position the Company as an authority in this area, based on (i) its potential as
a market innovator and future leader, (ii) careful attention to product quality,
(iii) the  Company's  tested  and proven  products,  (iv) its  ethical  business
practices, and (v) the confidence of a large number of loyal consumers.

         We also intend to seek  acquisitions or co-branding  arrangements  with
small,  under-capitalized  suppliers of cleaning  products  whose products would
compliment  or extend our product line,  and which could be acquired  readily to
support the  corporate  objectives.  We intend to acquire only  companies  whose
market  presence,  product  mix,  and  profitability  meet  certain  acquisition
criteria,  and to incorporate  their products into the existing  product line or
into lines of supporting or related products.


                                       14
<PAGE>

         In order to  achieve  the  planned  level of growth  in both  sales and
profitability,  we  anticipate  the need for a  substantial  amount of  external
capital,  either from the sale of  securities or incurring of debt, to permit us
to execute the next stages of our business plan. We have no firm  commitments or
arrangements  for this funding and there is no assurance that we will be able to
secure the funding necessary to implement the business plan.

New Accounting Pronouncements

         Source  Direct  does  not  expect  the  adoption  of  recently   issued
accounting  pronouncements  to have a  significant  impact  on  Source  Direct's
results of operations, financial position, or cash flow.

ITEM 3.  CONROLS AND PROCEDURES

         Disclosure  controls and procedures  are controls and other  procedures
that are designed to ensure that information required to be disclosed in company
reports  filed or  submitted  under  the  Securities  Exchange  Act of 1934 (the
"Exchange Act") is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange  Commission's  rules and forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required  to be  disclosed  in
company reports filed under the Exchange Act is accumulated and  communicated to
management,  including the Company's Chief Executive Officer and Chief Financial
Officer (the  "Certifying  Officers"),  as appropriate to allow timely decisions
regarding required disclosure.

         As required by Rules  13a-15 and 15d-15  under the  Exchange  Act,  the
Certifying Officers carried out an evaluation of the effectiveness of the design
and operation of the Company's  disclosure  controls and  procedures as of March
31,  2005.  Their  evaluation  was carried out with the  participation  of other
members of the Company's management. Based upon their evaluation, the Certifying
Officers  concluded that the Company's  disclosure  controls and procedures were
effective.

         The Company's  internal  control over financial  reporting is a process
designed by, or under the supervision  of, the Certifying  Officers and effected
by the Company's Board of Directors,  management and other personnel, to provide
reasonable  assurance  regarding  the  reliability  of the  Company's  financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting  principles.  Internal
control over financial  reporting  includes policies and procedures that pertain
to the  maintenance of records that in reasonable  detail  accurately and fairly
reflect the  transactions  and  dispositions  of the Company's  assets;  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation of the Company's  financial  statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the  authorization of the Company's Board
of  Directors  and  management;   and  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized  acquisition,  use or disposition
of the  Company's  assets  that could have a  material  effect on its  financial
statements.  There has been no change in the  Company's  internal  control  over
financial  reporting that occurred in the quarter ended March 31, 2005, that has
materially  affected,  or is reasonably likely to affect, the Company's internal
control over financial reporting.






                                       15
<PAGE>

                           PART II OTHER INFORMATION


ITEM 2.  UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

         In  January  2005,  we issued an  aggregate  of  4,860,000  shares  and
warrants to purchase up to an additional  960,000  shares of our common stock to
seven individuals for gross proceeds of $30,000,  services  rendered,  and other
consideration.  These shares and warrants were issued without registration under
the Securities Act by reason of the exemption from registration  afforded by the
provisions of Section 4(2) thereof,  as a transaction by an issuer not involving
a public offering.

         In April 2005,  we issued to Benper S.A. de C.V.,  warrants to purchase
up to 7,500,000  shares of our common  stock,  in  connection  with an agreement
pursuant  to which  Benper  would act as our  distributor  in Mexico and Central
America.  The warrants were issued without registration under the Securities Act
by reason of the  exemption  from  registration  afforded by the  provisions  of
Section 4(6) and Section 4(2) thereof,  and Rule 506 promulgated there under, as
a transaction  by an issuer not involving any public  offering,  and pursuant to
Regulation S.

         We have  utilized  the  funds  received  from the  stock  sales for our
various marketing and promotion efforts and general business activities.








                                       16
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.  Exhibits

3.1           Certificate of Amendment to Certificate of Incorporation (4)

3.2           Articles of Merger, without attachment (2)

10.1          Agreement  and Plan of Merger Dated  September  29, 2003,  without
              Attachments (2)

10.2          Distribution   Agreement   dated  March  17,  2004,   with  Marden
              Distribution, Inc. (3)

10.3          Consulting  Agreement dated July 2, 2003 with Ageless  Enterprises
              LLC (4)

10.4          Agreement  between Source Direct  Holdings,  Inc., and Integritas,
              Inc., dated as of July 25, 2004. (4)

10.5          Television  Marketing  Agreement  between Source Direct  Holdings,
              Inc., and MediaCorp Worldwide, LLC, dated as of September 8, 2004.
              (4)

10.6          QVC Agreement between Source Direct Holdings,  Inc., and MediaCorp
              Worldwide, LLC, dated as of September 17, 2004. (5)

10.7          Mail Order Catalog Agreement between Source Direct Holdings, Inc.,
              and MediaCorp Worldwide, LLC, dated as of September 17, 2004. (5)

10.8          Note Secured by Deed of Trust (6)

10.9          Deed of Trust (6)

10.10         Co-Branding Supply Agreement between Source Direct Holdings,  Inc.
              and Fusion  Packaging  Solutions,  Inc.,  dated as of February 10,
              2005 (7)

10.11         Brokerage  Agreement  between  Source  Direct  Holdings,  Inc. and
              Daymon Associates, Inc., dated as of January 10, 2005 (8)

31.1          Certification  of  Chief  Executive  Officer,   pursuant  to  Rule
              13a-14(a)  of the  Exchange  Act, as enacted by Section 302 of the
              Sarbanes-Oxley Act of 2002. (1)

31.2          Certification  of  Chief  Financial  Officer,   pursuant  to  Rule
              13a-14(a)  of the  Exchange  Act, as enacted by Section 302 of the
              Sarbanes-Oxley Act of 2002. (1)

32.1          Certification  of Chief  Executive  Officer  and  Chief  Financial
              Officer,  pursuant  to 18 United  States  Code  Section  1350,  as
              enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)

99            Warranty Deed (6)
_______________________
(1)      Filed herewith
(2)      Incorporated by reference from Form 8-K (dated October 16, 2003)
(3)      Incorporated by reference from Form 10-QSB (dated May 14, 2004)
(4)      Incorporated by reference from Form 10-KSB (filed September 9, 2004)
(5)      Incorporated by reference from Form 8-K (filed September 30, 2004)
(6)      Incorporated by reference from Form 8-K (filed January 25, 2005)
(7)      Incorporated by reference from Form 8-K (filed February 14, 2005)
(8)      Incorporated by reference from Form 8-K (filed March 8, 2005)


                                       17
<PAGE>

b.  Reports on Form 8-K

         On January 26,  2005,  the Company  filed a Current  Report on Form 8-K
relating to the purchase of new headquarters property for the Company.

         On February 14, 2005,  the Company  filed a Current  Report on Form 8-K
relating to the agreement with Fusion Packaging Solutions, Inc.

         On Match 8,  2005,  the  Company  filed a  Current  Report  on Form 8-K
relating to the agreement with Daymon Associates, Inc.









                                       18
<PAGE>

                                   Signatures

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    (Registrant)  Source Direct Holdings, Inc.


Date:  June 10, 2005                         By:  /s/ Deren Z. Smith
                                                  -------------------------
                                                  Deren Z. Smith, President
                                                  (Principal executive officer)


Date:  June 10, 2005                         By:  /s/ Kevin Arave
                                                  ----------------------
                                                  Kevin Arave, Treasurer
                                                  (Principal financial officer
                                                  and chief accounting officer)







                                       19
<PAGE>