<PAGE>

                                 UNITED STATES
                                 SECURITIES AND
                              EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  FORM 10-Q/A

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                For the quarterly period ended January 31, 2001

                        Commission file number 000-23250

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

                              MARKET AMERICA, INC.
             (Exact name of registrant as specified in its charter)

            North Carolina                        56-1784094
  (State or other jurisdiction of              (I.R.S. Employer
   incorporation or organization)            Identification Number)

                            1302 Pleasant Ridge Road
                           Greensboro, North Carolina

                    (Address of principal executive offices)

                                      27409
                                   (Zip Code)

                                 (336) 605-0040
              (Registrant's Telephone Number, Including Area Code)

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

        Yes /X/                                                No / /

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of March 16, 2001.

                                   19,420,000

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


                                        1

<PAGE>

PART I

ITEM 1   Statement of Financial Position as of January 31, 2001 (Unaudited)
          and April 30, 2000

         Statement of Operations for the Three and Nine-Month Periods Ended
          January 31, 2001 and 2000 (Unaudited)

         Statement of Changes in Stockholders' Equity for the Nine-
          Month Periods Ended January 31, 2001 and 2000 (Unaudited)

         Statement of Cash Flows for the Nine-Month Periods Ended
          January 31, 2001 and 2000 (Unaudited)

         Notes to Financial Statements as of January 31, 2001 (Unaudited)


                                        2

<PAGE>

<TABLE>
<CAPTION>
                                                          Statement of Financial Position as of
MARKET AMERICA, INC.                                        January 31, 2001 and April 30, 2000
-----------------------------------------------------------------------------------------------


                                                        (Unaudited)
                                                      January 31, 2001           April 30, 2000
                                                     -------------------       ------------------
<S>                                                         <C>                      <C>
ASSETS

CURRENT ASSETS
     Cash and cash equivalents                              $ 47,947,586             $ 43,870,755
     Securities available-for-sale                             9,750,934                9,299,820
     Income tax receivable                                     1,120,161                       --
     Advances to related parties                                   5,160                    6,978
     Notes receivable, officers, directors
         and employees                                           423,175                  425,958
     Inventories                                               3,478,421                2,430,734
     Deferred tax assets                                         575,000                  404,000
     Other current assets                                        526,690                  151,281
                                                     -------------------       ------------------

            Total current assets                              63,827,127               56,589,526
                                                     -------------------       ------------------

PROPERTY AND EQUIPMENT
     Yacht                                                     3,610,000                3,610,000
     Building                                                  4,616,905                       --
     Furniture and equipment                                   5,201,746                3,007,076
     Building construction in progress                                --                3,076,870
     Software                                                    397,000                  306,975
     Leasehold improvements                                    1,247,367                  348,410
                                                     -------------------       ------------------
                                                              15,073,018               10,349,331

     Less accumulated depreciation and
         amortization                                          1,664,818                1,093,028
                                                     -------------------       ------------------

            Total property and equipment                      13,408,200                9,256,303
                                                     -------------------       ------------------

OTHER ASSETS
     Restricted cash                                           2,902,228                2,637,635
     Other                                                     1,232,821                1,282,000
                                                     -------------------       ------------------
            Total other assets                                 4,135,049                3,919,635
                                                     -------------------       ------------------

TOTAL ASSETS                                                $ 81,370,376             $ 69,765,464
                                                     ===================       ==================
</TABLE>


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


                                        3
<PAGE>

<TABLE>
<CAPTION>
                                                          Statement of Financial Position as of
MARKET AMERICA, INC.                                       January 31, 2001 and April 30, 2000
--------------------------------------------------------------------------------------------------


                                                         (Unaudited)
                                                      January 31, 2001           April 30, 2000
                                                     -------------------       ------------------
<S>                                                          <C>                      <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Current portion of long-term debt                       $    80,926              $    73,949
     Accounts payable - trade                                  1,661,831                2,095,449
     Commissions payable                                       2,667,250                2,542,125
     Sales tax payable                                           856,066                  845,454
     Income taxes payable                                        212,796                3,642,394
     Other accrued liabilities                                 1,119,735                  837,481
     Unearned revenue                                          3,248,547                2,694,246
                                                     -------------------       ------------------

         Total current liabilities                             9,847,151               12,731,098
                                                     -------------------       ------------------

LONG-TERM DEBT                                                 1,975,096                  755,214
                                                     -------------------       ------------------

STOCKHOLDERS' EQUITY
     Common stock, $.00001 par value;
        800,000,000 shares authorized;
        19,420,000 and 19,550,000 shares issued
        and outstanding at January 31, 2001 and
        April 30, 2000, respectively                                 194                      195
     Additional paid-in-capital                                   39,801                   39,801
     Retained earnings                                        69,426,067               56,187,461
     Accumulated other comprehensive income:
        Unrealized gains on available-for-sale
        securities, net of deferred taxes                         82,067                   51,695
                                                     -------------------       ------------------

         Total stockholders' equity                           69,548,129               56,279,152
                                                     -------------------       ------------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                         $81,370,376              $69,765,464
                                                     ===================       ==================
</TABLE>


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


                                        4

<PAGE>

<TABLE>
<CAPTION>
                                                                                 Statement of Operations for the Three and
   MARKET AMERICA, INC.                                     Nine-Month Periods Ended January 31, 2001 and 2000 (Unaudited)
--------------------------------------------------------------------------------------------------------------------------


                                                Three-Month Periods Ended                 Nine-Month Periods Ended
                                                -------------------------                 ------------------------

                                           January 31, 2001     January 31, 2000     January 31, 2001    January 31, 2000
                                           ----------------     ----------------     ----------------    ----------------
<S>                                            <C>                  <C>                 <C>                  <C>
   SALES                                       $ 32,564,585         $ 32,392,382        $ 101,416,349        $ 98,015,294

   COST OF SALES                                  8,450,477            7,984,405           26,570,136          24,617,996
                                       --------------------  -------------------   ------------------  ------------------

   GROSS PROFIT                                  24,114,108           24,407,977           74,846,213          73,397,298
                                       --------------------  -------------------   ------------------  ------------------

   SELLING EXPENSES
          Commissions                            14,107,445           15,243,384           44,533,385          45,003,295
                                       --------------------  -------------------   ------------------  ------------------
                                                 14,107,445           15,243,384           44,533,385          45,003,295
                                       --------------------  -------------------   ------------------  ------------------

   GENERAL and ADMINISTRATIVE
   EXPENSES
          Salaries                                1,804,410            1,778,152            5,171,301           4,382,111
          Lease expense                             279,427              446,779              914,437             948,827
          Depreciation & amortization               358,619               89,811              684,371             254,850
          Consulting                                 53,161              106,749              566,868             323,279
          Other operating expense                 1,821,033            1,454,145            4,848,344           4,049,236
                                       --------------------  -------------------   ------------------  ------------------
                                                  4,316,650            3,875,636           12,185,321           9,958,303
                                       --------------------  -------------------   ------------------  ------------------

   INCOME FROM OPERATIONS                         5,690,013            5,288,957           18,127,507          18,435,700
                                       --------------------  -------------------   ------------------  ------------------

   OTHER INCOME (EXPENSE)
          Interest income                           787,974              703,413            2,121,720           1,619,336
          Interest expense                          (64,569)            (136,298)            (116,838)           (142,522)
          Dividend income                                26                   --                1,443              71,449
          Realized gain (loss) on
             available-for-sale
             securities                             235,207               (4,844)             606,607             143,728
          Loss on disposal of assets                 19,765                   --              (92,398)                 --
          Miscellaneous                             136,660              213,621              461,623             556,622
                                       --------------------  -------------------   ------------------  ------------------

        Total other income (expense)              1,115,063              775,892            2,982,157           2,248,613
                                       --------------------  -------------------   ------------------  ------------------

   INCOME BEFORE TAXES                            6,805,076            6,064,849           21,109,664          20,684,313

   PROVISION FOR
   INCOME TAXES                                   2,179,742            2,465,861            7,502,059           7,990,601
                                       --------------------  -------------------   ------------------  ------------------

   NET INCOME                                  $  4,625,334         $  3,598,988        $  13,607,605        $ 12,693,712
                                       ====================  ===================   ==================  ==================

   BASIC EARNINGS PER
   COMMON SHARE                                $       0.24         $       0.18        $        0.70        $       0.64
                                       ====================  ===================   ==================  ==================

   WEIGHTED AVERAGE NUMBER
   OF COMMON SHARES OUTSTANDING
                                                 19,420,000           19,950,000           19,431,051          19,950,000
                                       ====================  ===================   ==================  ==================
</TABLE>


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


                                        5
<PAGE>

<TABLE>
<CAPTION>
                                                                    Statement of Changes in Stockholders' Equity for the
                                                                      Nine-Month Periods Ended January 31, 2001 and 2000
MARKET AMERICA, INC.                                                                                         (Unaudited)
------------------------------------------------------------------------------------------------------------------------


                                                          Additional                          Other
                                      Common Stock          Paid-in      Retained         Comprehensive
                                  Shares        Amount      Capital      Earnings             Income            Total
                            --------------------------------------------------------------------------------------------
<S>                              <C>             <C>      <C>           <C>                  <C>             <C>
Balance at April 30, 1999        19,950,000      $ 199    $ 39,801      $39,632,535          $     --        $39,672,535

Comprehensive Income:
     Reclassification
     adjustment for gains
     realized in net
     income, net of
     deferred taxes of
     $57,491                                                                                  (86,237)          (86,237)

     Unrealized holding
     gains on available-
     for-sale securities,
     net of deferred
     taxes of $8,973                                                                           13,462             13,462

     Net Income                                                          12,693,712                           12,693,712
                            --------------------------------------------------------------------------------------------

     Total Comprehensive

     Income                                                                                                   12,620,937
                                                                                                       -----------------

Balance at January 31, 2000      19,950,000      $ 199    $ 39,801      $52,326,247          $(72,775)       $52,293,472
                            ============================================================================================

Balance at April 30, 2000        19,550,000      $ 195    $ 39,801      $56,187,461          $ 51,695        $56,279,152

Comprehensive Income:
     Reclassification
     adjustment for gains
     realized in net
     income, net of
     deferred taxes of
     $226,738                                                                                (379,869)         (379,869)

     Unrealized holding
     gains on available-
     for-sale securities,
     net of deferred
     taxes of $240,862                                                                        410,241            410,241

     Net Income                                                          13,607,605                           13,607,605
                                                                                                       -----------------

     Total Comprehensive
     Income                                                                                                   13,637,977

Purchase and retirement of
   common stock                   (130,000)        (1)          --        (368,999)                --           (369,000)
                            --------------------------------------------------------------------------------------------

Balance at January 31, 2001      19,420,000      $ 194    $ 39,801      $69,426,067          $ 82,067        $69,548,129
                            ============================================================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                        6
<PAGE>

<TABLE>
<CAPTION>
                                                                                 Statement of Cash Flows for the Nine-
                                                                         Month Periods Ended January 31, 2001 and 2000
MARKET AMERICA, INC.                                                                                       (Unaudited)
----------------------------------------------------------------------------------------------------------------------


                                                                            January 31, 2001       January 31, 2000
                                                                          --------------------   --------------------
<S>                                                                            <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                                                     $13,607,605             $  12,693,712
Adjustments to reconcile net income to net cash
    provided from operating activities:
    Loss on disposal of fixed assets                                                92,398                        --
    Depreciation and amortization                                                  684,371                   254,850
    Deferred income taxes                                                         (185,000)                       --
    (Gain) loss on sales of available-for-sale securities                         (606,607)                 (143,728)
    (Increase) decrease in income tax receivable                                (1,120,161)                       --
    (Increase) decrease in inventories                                          (1,047,687)                 (548,766)
    (Increase) decrease in other current assets                                   (375,409)                  (55,233)
    (Increase) decrease in other assets                                             37,275                        --
    Increase (decrease) in accounts payable                                       (433,618)                  339,037
    Increase (decrease) in commissions payable                                     125,125                   237,983
    Increase (decrease) in sales tax payable                                        10,612                     5,849
    Increase (decrease) in income taxes payable                                 (3,429,598)               (1,796,817)
    Increase (decrease) in other accrued liabilities                               282,253                   (14,966)
    Increase (decrease) in unearned revenue                                        554,301                   652,364
                                                                         -----------------      --------------------
NET CASH PROVIDED FROM OPERATING ACTIVITIES                                      8,195,860                11,624,285
                                                                         -----------------      --------------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of available-for-sale securities                                  (24,544,425)              (39,848,579)
    Proceeds from sale of available-for-sale securities                         24,744,291                35,121,196
    (Increase) decrease in notes receivable, officers,
          directors and employees                                                    2,783                  (248,838)
    (Advances to) repayments from related parties                                    1,818                  (236,970)
    (Increase) decrease in other assets                                                 --                  (988,925)
    Increase in restricted cash                                                   (264,593)               (3,638,680)
    Proceeds from sale of equipment                                                 68,000                        --
    Capital expenditures                                                        (4,984,762)               (5,854,798)

                                                                         -----------------      --------------------
NET CASH  USED IN INVESTING ACTIVITIES                                          (4,976,888)              (15,695,594)
                                                                         -----------------      --------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Purchase and retirement of common stock                                      (369,000)                       --
     Proceeds from long-term debt                                                1,280,837                        --
     Principal payments on long-term debt                                          (53,978)                  (90,000)
                                                                         -----------------      --------------------
NET CASH PROVIDED FROM (USED IN)
   FINANCING ACTIVITES                                                             857,859                   (90,000)
                                                                         -----------------      --------------------

NET INCREASE (DECREASE) IN CASH &
   CASH EQUIVALENTS                                                              4,076,831                (4,161,309)

CASH & CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                                                          43,870,755                45,426,920
                                                                         -----------------      --------------------

CASH & CASH EQUIVALENTS AT END OF PERIOD                                       $47,947,586             $  41,265,611
                                                                         =================      ====================
</TABLE>


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


                                        7
<PAGE>

<TABLE>
<CAPTION>
                                                                                 Statement of Cash Flows for the Nine-
                                                                         Month Periods Ended January 31, 2001 and 2000
MARKET AMERICA, INC.                                                                                       (Unaudited)
----------------------------------------------------------------------------------------------------------------------

                                                                          January 31, 2001        January 31, 2000
                                                                         --------------------   ----------------------
<S>                                                                              <C>                     <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION

      Cash paid during the year for:

         Interest                                                                $   116,838             $    142,522

         Income taxes                                                            $12,236,340             $ 10,054,702


SUPPLEMENTAL DISCLOSURES OF NONCASH
   INVESTING AND FINANCING ACTIVITIES

      Net change in unrealized holding gains or losses on
      available-for-sale securities, net of deferred
      income tax (benefit) of $19,000 and ($48,525)                              $    30,372            ($     72,775)
</TABLE>


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


                                        8
<PAGE>

                                                  Notes to Financial Statements
MARKET AMERICA, INC.                               January 31, 2001 (Unaudited)
-------------------------------------------------------------------------------


Interim Financial Information

The unaudited interim financial statements of Market America, Inc. (the
"Company") as of January 31, 2001 and 2000 have been prepared in accordance with
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. In the opinion of
management, the accompanying interim financial statements contain all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly the Company's financial statements as of January 31, 2001 and 2000 and
for the three and nine-month periods ended January 31, 2001 and 2000. Management
suggests that these financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the Company's latest
Annual Report on Form 10-K. The results of operations for the three and
nine-month periods ended January 31, 2001 may not be indicative of the results
that may be expected for the fiscal year ending April 30, 2001.

Earnings Per Share

The Company computes earnings per share ("EPS") based upon the requirements of
Statement of Financial Accounting Standards No. 128. This statement specifies
the calculation, presentation and disclosure requirements for both basic and
diluted EPS. The Company does not have any securities or contracts outstanding
with dilutive potential for its common shares.

Reclassifications

Certain reclassifications have been made to prior period amounts to conform with
the current period financial statements presentation. Reclassifications made had
no effect on previously reported net income.

Related Party Transactions

In December 1999, the Company entered into an agreement with a company owned by
Mr. and Mrs. James H. Ridinger, officers and directors of the Company, to lease
real estate in Miami, Florida for direct sales training and education, as well
as other corporate functions. The twenty-year lease requires a monthly rental
payment of $60,000. The Company is committed to expand the training and meeting
facility space in Miami, Florida in the near future. Management is currently
reviewing various alternatives for expansion. The Company may construct an
additional $1.85 million training and meeting facility on this leased property
or lease a facility on a separate piece of property owned by the same related
company. The amount of rent expense under this agreement aggregated to $180,000
and $540,000 for the three and nine-month periods ended January 31, 2001,
respectively. The related company owed the Company $5,160 at January 31, 2001.

The Company also has a 33-year net ground lease with a related company, owned by
Mr. and Mrs. Ridinger, for land in Greensboro, North Carolina on which the
Company's new office and distribution center was constructed. Required rental
payments under the original lease were $10,666 per month. In October 2000, the
agreement was amended to require monthly rental payments of $17,000. The amount
of rent expense under this agreement aggregated to $51,000 and $121,330 for the
three and nine-month periods ended January 31, 2001, respectively.

Notes receivable, officers, directors and employees included amounts due from
officers and directors of $ 416,712 at January 31, 2001.

All of the Company's leasehold improvements are to properties leased from
related companies owned by Mr. and Mrs. Ridinger.

Related party transactions in past periods are more fully described in the
Company's most recent annual report on Form 10-K.

                                        9
<PAGE>


ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources

The Company had unrestricted and restricted cash on deposit with various
financial institutions and available-for-sale debt securities totaling $60.6
million as of January 31, 2001 compared to $55.8 million as of April 30, 2000.
The $60.6 million as of January 31, 2001 was comprised of $47.9 million of
unrestricted cash, $2.9 million of restricted cash and $9.8 million of
available-for-sale securities.

The restricted cash consisted primarily of certificates of deposit, which were
restricted for use as collateral under a guarantee of a $5.3 million loan
extended by a financial institution to a related company controlled by Mr. and
Mrs. James H. Ridinger, officers and directors of the Company, during fiscal
2000. The related company used the proceeds from the loan to purchase real
estate in Miami, Florida. The Company is leasing this real estate under a
twenty-year agreement. The real estate is to be used for direct sales training
and education as well as other corporate functions (see Related Party
Transactions in the Notes to Financial Statements above). The Company is
committed to expand the training and meeting facility space in Miami, Florida in
the near future. Management is currently reviewing various alternatives for
expansion. The Company may construct an additional $1.85 million training and
meeting facility on this leased property or lease a facility on a separate piece
of property owned by the same related company.

The available-for-sale debt securities consist of obligations of governmental
agencies and commercial paper. These securities were purchased in order to
increase the Company's yield on assets pending use in the Company's business and
can be converted into cash if the need arise.

In July 2000, the Company completed its new 102,000 square foot office and
distribution facility in Greensboro, North Carolina. The Company financed the
building with approximately $2.5 million of cash from operations and a five-year
$2.1 million loan bearing interest at 7.625% annually. The loan requires 59
monthly payments of $19,750, including interest, with a balloon payment of all
outstanding principal and interest due as the 60th payment. The building was
constructed on land leased from a related company (see "Related Party
Transactions" in the Notes to Financial Statements above).

The Company is also a guarantor of a $1.6 million loan by a financial
institution to a related company controlled by Mr. and Mrs. Ridinger. The
related company used the loan proceeds to purchase the land on which the Company
constructed its new office and distribution facility in Greensboro, North
Carolina. This loan and the Company's building loan are cross-collateralized by
the land being leased from the related company and by the building constructed
thereon by the Company. The guaranteed loan is repayable over a five-year
period.

Management believes that its current level of cash and cash equivalents and its
cash provided by operations will provide sufficient resources for operations in
the foreseeable future. In the event that the Company's operating environment
becomes adverse, there can be no assurance that additional financing would not
be required.

The $3.4 million decrease in cash provided from operating activities is
primarily due to larger estimated federal income tax payments and a change in
the Company's multi-state allocation methodology which resulted in a $1.1
million receivable.

The significant change in cash used in investing activities between the
nine-month periods ending January 31, 2001 and 2000 is attributed to a decision
by management during fiscal 2000 to restrict $3.64 million for the purposes of
expanding corporate facilities in both North Carolina and Florida. During the
nine-month period ended January 31, 2000, the Company converted approximately
$4.93 million more of cash into available-for-sale securities than during the
comparable fiscal 2001 period.

The increase in cash provided by financing activities is due to loan proceeds
obtained to finance the new headquarters and distribution facility in
Greensboro, North Carolina.


                                       10
<PAGE>

ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS - CONTINUED


Results of Operations

The Company's sales continued to grow during the three and nine-month periods
ended January 31, 2001. Net sales increased 0.5% to $32.6 million from $32.4
million for the quarter ended January 31, 2001 compared to the same period in
2000. Net sales also increased by 3.5% to $101.4 million from $98.0 million for
the nine-month period ended January 31, 2001 compared to the same period in
2000. In management's judgment, fiscal 2001 sales through January 31, 2001 have
not maintained historical growth rates due primarily to the following:

o    Corporate sales and marketing personnel and field sales and distribution
     managers focused their efforts on the development, retooling,
     implementation and training on our new Internet programs/products and the
     revised Preferred Customer Program.

o    Operations challenges associated with the move into the new facility in
     Greensboro, North Carolina.

o    Communication, training and implementation of procedural revisions to
     the placement/submittal of distributor orders for commissionable
     products.

Management believes that the above factors contributed to the distributor base
growing by only 8% over the nine-month period ended January 31, 2001 compared to
12% for the nine-month period ended January 31, 2000. However, with these
factors behind the Company, management was satisfied with the 3.5% sales
increase. Management believes that the growth rate in the distributor base will
improve now that the above factors are behind the Company

Commission expense was $14.1 million and $15.2 million for the three-month
periods ended January 31, 2001 and 2000, respectively. Commission expense was
$44.5 million and $45.0 million for the nine-month periods ended January 31,
2001 and 2000, respectively. Commissions, as a percentage of sales, were 43.3%
and 47.1% for the three-month periods ended January 31, 2001 and 2000,
respectively, and 43.9% and 45.9% for the nine-month periods ended January 31,
2001 and 2000, respectively. Management anticipates that commission expense will
range from 43% to 47% of sales on an annual basis.

General and administrative expenses were $4.3 million and $3.9 million for the
three-month periods ended January 31, 2001 and 2000, respectively, and $12.2
million and $10.0 million for the nine-month periods ended January 31, 2001 and
2000, respectively. As a percentage of sales, general and administrative
expenses were 13.3% and 12.0% for the three-month periods ended January 31, 2001
and 2000, respectively, and 12.0% and 10.2% for the nine-month periods ended
January 31, 2001 and 2000, respectively. For the three and nine-month periods
ended January 31, 2001 and 2000, other general and administrative expenses
included the following items:

<TABLE>
<CAPTION>
                                                     Three-Months                         Nine-Months
                                                    Ended January 31,                  Ended January 31,
                                                   2001         2000         2001            2000
                                                ----------   ----------   ----------   -----------------
<S>                                             <C>          <C>          <C>             <C>
Repairs and maintenance                         $  110,345   $  140,898   $  706,856      $  235,690
Legal and professional fees                        233,346      265,273      557,436       1,036,365
Insurance                                          278,464       60,895      520,317         525,721
Other taxes and licenses                           137,406      192,172      472,525         441,700
Utilities                                           72,883       56,416      251,548         236,568
Other                                              988,589      738,491    2,339,662       1,573,192
                                                ----------   ----------   ----------      ----------
                                                $1,821,033   $1,454,145   $4,848,344      $4,049,236
                                                ==========   ==========   ==========      ==========
</TABLE>


                                       11
<PAGE>

ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS - CONTINUED


The increase in salary expense for the fiscal 2001 periods is primarily due to
additional human resources added in the computer and internet departments in
order to expand internet related products available to the Company's
distributors. The Company has also increased human resources in its field
development department in order to increase recruiting.

Management decisions during fiscal 2000 to upgrade facilities in both
Greensboro, North Carolina and Miami, Florida in order to better serve the needs
of the Company's distributors has led to increased general and administrative
expenses in several areas. The rise in consulting costs for the nine-month
period ended January 31, 2001 can be attributed to renovations of the Miami
training and office facility. The capitalized costs of these facilities and the
equipment and furnishings for both resulted in increased depreciation expense
for the fiscal 2001 periods.

Repairs and maintenance costs were higher during the nine-month fiscal 2001
period due to larger expenditures associated with the Company's yacht and Miami
training and office facility than were incurred during the comparable fiscal
2000 period.

Legal and professional fees were down in the fiscal 2001 periods, compared to
the comparable prior year period, due to costs during fiscal 2000 associated
with the settlement of the Securities and Exchange Commission administrative
proceeding and costs incurred defending the Company in a lawsuit brought by
various former distributors. These events are more fully described in the
Company's latest annual report on Form 10-K for the fiscal year ended April 30,
2000.

Insurance expense was higher during the three-month period ended January 31,
2001 compared to the same fiscal 2000 period as a result of a large stop-loss
refund received under the Company's self-insured program for health insurance
during the fiscal 2000 period. Management expects insurance expense to be
slightly higher for the year ended April 30, 2001 compared to fiscal 2000 due to
additional costs associated with the new headquarters and distribution facility
and related equipment in Greensboro, North Carolina.

The increase in other operating expenses during the three-month fiscal 2001
period is due to an accrual of an additional $387,487 for the settlement of a
previously reported lawsuit brought against the Company by various former
distributors. As previously reported in the Company's Annual Report on Form 10-K
for the year ended April 30, 1999, the United States District Court for the
Middle District of North Carolina entered a judgment against the Company in the
amount of $959,106 with respect to a number of claims made against the Company
by various former distributors. In connection with that judgement, the Company
filed a Motion for Judgement as a Matter of Law seeking to eliminate or reduce
the amount of the judgment on various grounds. This matter was concluded during
the three-month period that ended January 31, 2001 resulting in a final
judgement against the Company in the amount of $787,487. The Company had
previously accrued $400,000 towards the settlement of this matter. Without this
settlement costs, other operating expenses would have been approximately $21,000
less during the three-month fiscal 2001 period than the three-month fiscal 2000
period. Excluding this one time settlement charge, other general and
administrative costs for the nine-month fiscal 2001 period were $412,000 higher
than the comparable 2000 period. The increase is a result of higher travel costs
due to the Company's emphasis on distributor recruiting which has led to an
increased corporate presence at recruiting meetings and events. The Company has
also increased its charitable contributions by 75% over the amount donated in
fiscal 2000.

The effective income tax rate for the nine months ended January 31, 2001 was
35.5%, compared to 38.6% for the nine months ended January 31, 2000. During the
current year the effective rate of the company's state income tax accruals is
lower than prior years due to the company's muti-state allocation methodology.
The total effective tax rate is approximately 4.8% lower for the nine-month
period ended January 31, 2001 than it otherwise would have been.

The Company has amended several prior year state income tax returns due to a
change in its multi-state allocation methodology claiming refunds of
approximately $2.5 million. As of January 31, 2001 the refunds have not been
recorded pending approval by state taxing authorities.


                                       12
<PAGE>

ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS - CONCLUDED


Forward-Looking Information

Statements in this report concerning the Company's business outlook for future
economic performance, anticipated profitability, revenues, expenses or other
financial items, together with other statements that are not historical facts,
are "forward-looking statements" as that term is defined under federal
securities laws. "Forward-looking statements" are subject to risks,
uncertainties and other factors, which could cause actual results to differ
materially from those stated in such statements. Such risks, uncertainties and
factors include, but are not limited to, decreases in sales volume or number of
distributors, unfavorable regulatory action, loss of key personnel, loss of key
suppliers and general economic conditions.

ITEM 3 QUANTITATIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISKS

The Company has evaluated the disclosure requirements of Item 305 of S-K
"Quantitative and Qualitative Disclosure about Market Risks," and has concluded
that the Company has no market risk sensitive instruments for which these
additional disclosures are required.


                                       13
<PAGE>

PART II

ITEM 1   LEGAL PROCEEDINGS

         As previously reported in the Company's Annual Report on Form 10-K for
         the year ended April 30, 1999, the United States District Court for the
         Middle District of North Carolina entered a judgment against the
         Company in the amount of $959,106 with respect to a number of claims
         made against the Company by various former distributors. In connection
         with that judgment, the Company filed a Motion for Judgment as a Matter
         of Law seeking to eliminate or reduce the amount of the judgment on
         various grounds. This matter was settled during the three-month period
         that ended January 31, 2001 resulting in a final judgement against the
         Company in the amount of $787,487.

         The Company is periodically involved in routine litigation incidental
         to its business, including litigation involving distributor
         terminations. Management believes that any such pending litigation will
         not have a material effect on the Company's financial position or
         results of operations.

ITEM 2   CHANGES IN SECURITIES AND USE OF PROCEEDS

         None

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5   OTHER INFORMATION

         None

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBITS

                  The exhibits to this report are listed in the Exhibit Index,
             which is incorporated herein by reference.

          (b) REPORTS ON FORM 8-K

                  None


                                       14
<PAGE>

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

                                    SIGNATURE

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


Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to be signed on its
behalf by the undersigned thereunto duly authorized.

                              MARKET AMERICA, INC.
                              (Registrant)




Date: April 10, 2001                       /s/ James H. Ridinger
---------------------------                -----------------------------------
                                           James H. Ridinger, President and CEO
                                           (Principal Executive Officer and
                                           Principal Financial Officer)


























                                       15
<PAGE>

                              EXHIBITS TO FORM 10-Q
                                  EXHIBIT INDEX

 Exhibit
 Number                                     Identification
-----------                                 -----------------

     2.1

              Agreement and Plan of Merger dated as of October 31, 1993 between
              Atlantis Ventures, Inc. and Market America, Inc. and Addendum (to
              same)dated October 1, 1993 (incorporated by reference to Exhibits
              2.1 and 2.2, respectively, to the Company's Current Report on
              Form 8-K filed October 6, 1993, Commission File No. 000-23250)

     3.1      Articles of Incorporation of the Company (incorporated by
              reference to Exhibit 3.1 to the Company's Current Report on Form
              8-K filed with the Commission on November 3, 1993, Commission File
              No. 000-23250)

     3.2      Articles of Amendment of the Company (incorporated by reference to
              Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
              fiscal year ended April 30, 1996 filed with the Commission on
              July 30, 1996, Commission File No. 000-23250)

     3.3      By-laws of the Company (incorporated by reference to Exhibit 3.4
              to the Company's Annual Report on Form 10-K for the fiscal year
              ended April 30, 1996 filed with the Commission on July 30, 1996,
              Commission File No. 000-23250)

    10.2      Vendor agreement between Market America, Inc. and Isontonix (x)
              Corporation dated October 25, 1993 (incorporated by reference to
              Exhibit 10.2 to the Company's Annual Report on Form 10-K for the
              fiscal year ended April 13, 1998 filed with the Commission on
              August 13, 1998, Commission File No. 000-23250)

   10.4       Lease between Miracle Holdings LLC and Market America, Inc. dated
              November 1, 1998 (incorporated by reference to Exhibit 10.4 to the
              Company's Annual Report on Form 10-K for the fiscal year ended
              April 30, 1999 filed with the Commission on July 29, 1999,
              Commission File No. 000-23250)

   10.5       Right of First Refusal agreement between Market America, Inc. and
              Miracle Holdings LLC dated May 20, 1999 (incorporated by reference
              to Exhibit 10.5 to the Company's Annual Report on Form 10-K for
              the fiscal year ended April 30, 1999 filed with the Commission on
              July 29, 1999, Commission File No. 000-23250)

    10.6      Lease between Miracle Properties LLC and Market America, Inc.
              dated February 1, 2000 (incorporated by reference to Exhibit 10.6
              to the Company's Annual Report on Form 10K for the fiscal year
              ended April 30, 2000 filed with the Commission on July 28, 2000,
              Commission File No. 000-23250)

    27*       Financial Data Schedule

--------------------------------------------------------------------------------
* Filed herewith.


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