U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

                  For the quarterly period ended JUNE 30, 2001

[ ]  Transition report under Section 13 or 15(d) of the Exchange Act

          For the transition period from _____________ to ____________

                           Commission File No. 0-30584


                             OPEN DOOR ONLINE, INC.
        (Exact name of small business issuer as specified in its charter)


         NEW JERSEY                                              05-0460102
(State or Other Jurisdiction of                               (I.R.S.Employer
 Incorporation or Organization)                              Identification No.)


              46 OLD FLAT RIVER ROAD, COVENTRY, RHODE ISLAND 02816
                    (Address of Principal Executive Offices)


                                 (401) 397-5987
                 (Issuers Telephone Number, Including Area Code)


                                       N/A
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

     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 issuers classes of
common stock, as of the last practicable date.

     Common Stock, $.0001 par value per share,  17,847,628 shares outstanding at
August 7, 2001

     Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]
<PAGE>
                             OPEN DOOR ONLINE, INC.
                              INDEX TO FORM 10-QSB

                                                                            Page
                                                                            ----

FORWARD-LOOKING STATEMENTS                                                    3

PART I.  FINANCIAL INFORMATION

     Item 1. Financial Statements

     Balance Sheets as of June 30, 2001 and December 31, 2000                 4

     Statements of Operations for the three months ended
      June 30, 2001 and June 30, 2000                                         5

     Statements of Cash Flows for the three months ended
      June 30, 2001 and June 30, 2000                                         6

     Statements of Operations for the six months ended
      June 30, 2001 and June 30, 2000                                         7

     Statements of Cash Flows for the six months ended
      June 30, 2001 and June 30, 2000                                         8

     Notes to Financial Statements                                            9

     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                             14

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings                                               19

     Item 2. Changes in Securities                                           19

     Item 3. Defaults Upon Senior Securities                                 19

     Item 4. Submissions of Matters to a Vote of Security Holders            19

     Item 5. Other Information                                               19

     Item 6. Exhibits and Reports on Form 8-K                                19

                                       2
<PAGE>
FORWARD LOOKING STATEMENTS

     When  used in this  report,  the  words  "may,  will,  expect,  anticipate,
continue,   estimate,  project  or  intend"  and  similar  expressions  identify
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E Securities  Exchange Act of 1934  regarding  events,
conditions  and  financial  trends that may effect our future plan of operation,
business   strategy,   operating   results  and  financial   position.   Current
stockholders  and prospective  investors are cautioned that any  forward-looking
statements are not guarantees of future performance and are subject to risks and
uncertainties  and that actual results may differ materially from those included
within  the  forward-looking  statements  as a result of various  factors.  Such
factors are  described  under the  headings  "Business-Certain  Considerations,"
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations," and the financial statements and their associated notes.

     Important  factors that may cause actual results to differ from projections
include, for example:

     *    the  success or failure of  management's  efforts to  implement  their
          business strategy;

     *    our ability to protect our intellectual property rights;

     *    our ability to compete with major established companies;

     *    our ability to attract and retain qualified employees; and

     *    other risks which may be described in future filings with the SEC.

                                       3
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             OPEN DOOR ONLINE, INC.
                                 BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  June 30,          June 30,
                                                                    2001              2000
                                                                ------------      ------------
<S>                                                             <C>               <C>
ASSETS
  Cash and cash equivalents                                     $          0      $        250
  Accounts receivable, net of allowance $26,901 and 28,403           102,998           480,295
  Inventories                                                          8,603             8,603
  Recoupable artist advances                                         104,535           152,512
  Loans receivable                                                     1,359             2,250
                                                                ------------      ------------
     Total current assets                                            217,495           643,910

  Property and equipment, net                                         38,878            70,892
  Intellectual property, net                                          71,256            51,555
  Music library                                                   10,255,005        10,255,005
                                                                ------------      ------------

TOTAL ASSETS                                                    $ 10,582,634      $ 11,021,362
                                                                ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
  Current portion of long-term debt                             $    150,000      $     75,000
  Accounts payable and accrued expenses                              606,675           407,575
  Accrued wages                                                      254,519           149,000
  Reserve for discontinued operations                                500,000           500,000
  Short-term notes payable                                            84,943           168,580
  Accrued royalties                                                   22,653           195,583
  Accrued interest on notes payable                                   41,253            15,362
                                                                ------------      ------------
     Total current liabilities                                     1,660,043         1,511,100

  Long-term debt, net of current portion                              75,000           150,000
                                                                ------------      ------------
     Total liabilities                                             1,735,043         1,661,100

Stockholders' equity:
  Common stock, $.0001 par value; authorized, 50,000,000
   shares; issued and outstanding, 17,847,628 shares and
   11,291,465 shares at June 30, 2001 and June 30, 2000,
   respectively                                                        1,785             1,129
  Additional paid-in capital                                      10,673,458        10,085,151
  Accumulated deficit                                             (1,827,652)         (726,018)
                                                                ------------      ------------
     Total Stockholders' equity                                    8,847,591         9,360,262
                                                                ------------      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $ 10,582,634      $ 11,021,362
                                                                ============      ============
</TABLE>

See accompanying notes to these financial statements

                                       4
<PAGE>
                             OPEN DOOR ONLINE, INC.
                            STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                            June 30,           June 30,
                                                              2001               2000
                                                          ------------       ------------
<S>                                                       <C>                <C>
Revenues
Net sales                                                 $     (5,757)      $    167,748
Cost of sales                                                        0            122,240
                                                          ------------       ------------
     Gross profit                                               (5,757)            45,508

Operating Expenses:
  Payroll and payroll taxes                                     23,750            113,550
  Bad Debt                                                           0              2,309
  Consulting Expenses                                                0              7,227
  Depreciation and amortization                                 10,429              9,578
  Professional fees                                            108,400             44,273
  Rent                                                               0              1,950
  Supplies                                                           0                252
  Telephone                                                          0              1,044
  Travel and entertainment                                           0              6,812
  Other                                                          4,416             11,831
                                                          ------------       ------------
     Total operating expenses                                  146,995            198,826

Operating income (loss)                                       (152,752)          (153,318)

Interest income (expense)                                      (11,059)            (4,602)
                                                          ------------       ------------
NET INCOME (LOSS)                                         $   (163,811)      $   (157,920)
                                                          ============       ============

Net loss per common share                                 $      (0.01)      $      (0.01)
                                                          ============       ============

Weighted average number of common shares outstanding        15,734,938         11,291,465
                                                          ============       ============
</TABLE>

See accompanying notes to these financial statements

                                       5
<PAGE>
                             OPEN DOOR ONLINE, INC.
                            STATEMENTS OF CASH FLOWS
                FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         June 30,         June 30,
                                                                           2001             2000
                                                                         ---------       ---------
<S>                                                                      <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income/(loss)                                                      $(163,811)      $(157,920)
  Adjustments to reconcile net income (loss) to net
   cash (used in) operating activities:
    Depreciation and amortization                                           10,429           9,578
                                                                         ---------       ---------
    Changes in cash flows provided (used in) operating activities         (153,382)       (148,342)

  Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable                               4,605         (35,217)
    (Increase) decrease in loans receivable                                 (1,359)         39,132
    (Increase) decrease in inventories                                       1,698
    (Increase) decrease in other assets                                     (5,158)
    Increase (decrease) in accounts payable                                (11,475)         42,656
    Increase (decrease) in royalties payable                                69,817            (364)
    Increase (decrease) in accrued expenses                                 19,166           9,662
                                                                         ---------       ---------
          Net cash (used in) operating activities                          (72,628)        (95,933)
                                                                         ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of equipment

CASH FLOWS FROM FINANCING ACTIVITIES
  Principal advances on notes payable and long-term debt                    62,290          96,183
  Issuance of stock for interest                                            10,338
  Sale of common stock                                                          --              --
                                                                         ---------       ---------
          Net cash (used in) provided by financing activities               72,628          96,183
                                                                         ---------       ---------

NET INCREASE (DECREASE) IN CASH                                                  0             250

Cash and cash equivalents - beginning of period                                  0               0
                                                                         ---------       ---------
Cash and cash equivalents - end of period                                $       0       $     250
                                                                         =========       =========
</TABLE>

See accompanying notes to these financial statements

                                       6
<PAGE>
                             OPEN DOOR ONLINE, INC.
                            STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              June 30,              June 30,
                                                                2001                 2000
                                                            ------------         ------------
<S>                                                         <C>                  <C>
Revenues:
  Net sales                                                 $     (5,757)        $    593,489
  Cost of sales                                                        0              318,187
                                                            ------------         ------------
       Gross profit                                               (5,757)             275,302

Operating Expenses:
  Payroll and payroll taxes                                       23,750              187,550
  Selling expenses                                                     0                3,112
  Bad Debt expense                                                     0               26,403
  Consulting expenses                                             53,666               26,412
  Depreciation and amortization                                   20,858               19,156
  Professional fees                                              108,400               65,674
  Rent                                                                 0                7,650
  Supplies                                                           239                1,991
  Telephone                                                        1,359                3,507
  Travel and entertainment                                             0               14,689
  Other                                                            4,416               15,393
                                                            ------------         ------------
       Total operating expenses                                  212,688              371,537

Operating income (loss)                                         (218,445)             (96,235)

Interest income (expense)                                        (28,436)              (9,777)
                                                            ------------         ------------
NET INCOME (LOSS)                                           $   (246,881)        $   (106,012)
                                                            ============         ============

Net loss per common share                                   $      (0.02)        $      (0.01)
                                                            ============         ============

Weighted average number of common shares outstanding          15,734,938           10,865,065
                                                            ============         ============
</TABLE>

See accompanying notes to these financial statements

                                       7
<PAGE>
                             OPEN DOOR ONLINE, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     June 30,        June 30,
                                                                       2001            2000
                                                                    ---------        ---------
<S>                                                                 <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income/(loss)                                                 $(246,881)       $(106,012)
  Adjustments to reconcile net (loss) to net cash
   (used in) operating activities:
    Stock issued for services                                          50,000
    Depreciation and amortization                                      20,858           19,156
                                                                    ---------        ---------
Changes in cash flows provided (used in) operating activities        (176,023)         (86,856)

Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable                            4,605         (275,806)
  (Increase) decrease in loans receivable                              (1,359)        (124,012)
  (Increase) in inventories                                            (8,603)
  (Increase) decrease in other assets                                  (5,158)
  Increase in accounts payable                                        (11,475)          48,728
  Increase in royalties payable                                        75,841          195,583
  Increase (decrease) in accrued expenses                              33,783           20,522
                                                                    ---------        ---------
       Net cash (used in) operating activities                        (74,628)        (235,602)
                                                                    ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of equipment

CASH FLOWS FROM FINANCING ACTIVITIES
  Principal advances on notes payable and long-term debt               64,290          249,848
  Issuance of stock for interest                                       10,338
  Sale of common stock                                                     --               --
                                                                    ---------        ---------
       Net cash (used in) provided by financing activities             74,628          201,195
                                                                    ---------        ---------

NET INCREASE (DECREASE) IN CASH                                             0          (34,407)

Cash and cash equivalents - beginning of period                             0           34,657
                                                                    ---------        ---------
Cash and cash equivalents - end of period                           $       0        $     250
                                                                    =========        =========
</TABLE>

See accompanying notes to these financial statements

                                       8
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                 for the Six Months Ended June 30, 2001 and 2000


NOTE 1 - ORGANIZATION

Open Door Records,  Inc.  ("Open Door") was  incorporated  in the state of Rhode
Island on November 20, 1997. The Company had no operations during 1997.

In June 1999,  Open Door entered into a stock  exchange  agreement  with Genesis
Media Group, Inc. ("Genesis") accounted for as a reverse acquisition whereby all
of Open Door's  outstanding  stock  would be  acquired in exchange  for stock of
Genesis. On an aggregate basis, Genesis  shareholders  received 0.0333 shares of
the Company for each share of Genesis common stock.  In addition,  the agreement
provides for the  resignation  of  management  and  directors of Genesis and the
appointment  of directors and executives  selected by Open Door.  This agreement
was completed as of June 30, 1999,  whereupon the resulting  entity  changed its
name to Open Door Online, Inc. (the "Company") and state of incorporation to New
Jersey.  The  combination  of Open  Door with  Genesis  was  accounted  for as a
tax-free exchange under the Internal Revenue Code.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of  significant  accounting  policies of Open Door Records,  Inc. is
presented to assist in understanding  the Company's  financial  statements.  The
financial statements and notes are representations of the Company's  management.
Management is responsible for their integrity.  The accounting  policies conform
to generally accepted accounting  principles and have been consistently  applied
in the  preparation of the financial  statements.  The results of operations for
the interim  periods  shown in this  report are not  necessarily  indicative  of
results to be expected for the fiscal year ending December 31, 2001.

Line of Business

The  business  of the  Company  to  date  has  derived  revenue  from  providing
promotion,  production  and studio  recording  services  to music  artists.  The
Company also has artist  distribution  contracts for the sale of recorded  music
for  which  the  Company  receives  up to 75% of the  wholesale  price  of  each
recording sold.

The Company is in the process of developing  an internet  presence for the sales
and marketing of music and related  products  through the internet and expanding
its promotion,  production and recording services to the entertainment and music
markets. No sales have been concluded from the internet site to date.

Sales have not been sufficient to cover returns from previously shipped product.
However  the  reserve  has been  sufficient  to cover all returns to date with a
reasonable reserve still maintained.

                                       9
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                 for the six months ended June 30, 2001 and 2000


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

Artist Distribution Agreements

The  distribution of music recorded on CD's,  cassettes,  and single or extended
play vinyl at wholesale is recognized upon shipment.  The Company  contract with
Red Eye Distribution  specifies payment will be received monthly,  at 80% of the
product shipped three months prior.  Returns of product shipped must be approved
within 90 days of shipment but may not be physically  received during the 90-day
period.  Starting  with the first  shipments  in the first  quarter  of 2001,  a
reserve of 20% will be  maintained.  The reserve of 20% is withheld from payment
for sixty days after the  payment is due and any  returns  received  are applied
against  the  reserve  account.  Any balance  remaining  in that months  reserve
account 150 days after the month of shipment is then  remitted to the Company or
any shortfall is applied against the next months reserve before  remittance.  To
comply  with  Financial  Accounting  Standards  Board  (FASB)  Statement  No.  5
Accounting for  Contingencies  the Company relies on historical  data per artist
and title to determine the return allowance required.

Collectability is reasonably  assured as a result of deposits,  and advances and
any unpaid balance due the Company is collectible or the recordings completed in
our studio are not released.  Payment from our  distribution  agreement with Red
Eye Distribution is the  responsibility of Red Eye and is not dependent on their
receipt from their customers.  However,  they evaluate their customers financial
strength and credit  worthiness  prior to shipment.  These customers are usually
national  retailers or  distributors,  advertisers or advertising  and promotion
agencies. We have no reason to believe the Red Eye is unable or unwilling to pay
for product shipment.  The accounts  receivable have been agreed to and payments
on  the  amounts  due  have  been  generally  agreed  to  with  payments  on the
receivables having begun in July 2001.

Equipment and Depreciation

Depreciation has been provided on a straight-line basis for financial accounting
purposes  using  the  straight-line  method  over  the  shorter  of the  asset's
estimated life or the lease term.  The estimated  useful lives of the assets are
as follows:

      Record and production equipment              5-7 Years
      Website development                          5-7 Years
      Leasehold improvements                       3-10 Years

                                       10
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                 for the six months ended June 30, 2001 and 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Master Music Library

The master  music  library  consists of original and  digitized  masters of well
known  artists.  The  Company  has the right to  produce,  sell,  distribute  or
otherwise  profit  from its  utilization  of this  library  subject to  industry
standard royalty fees to be paid to artists as copies of the product are sold or
distributed.  The  Company  will  amortize  the library on a units sold basis in
accordance  with FASB Statement No. 50, which relates the  capitalized  costs to
estimated  net  revenue to be  realized.  When  anticipated  sales  appear to be
insufficient to fully recover the basis, a provision against current  operations
will be made for  anticipated  losses.  To date the Company has not utilized the
library nor expensed any of the carrying value. The Company intends to release a
compilation CD in August 2001.

Comprehensive Net Loss

There is no difference between the Company's net loss as reported for any of the
periods reported herein and the Company's comprehensive loss, as defined by FASB
Statement No. 130.

Contingent Liabilities

We have been advised  that the  issuance of free trading  common stock in August
and  September  of 2000 were issued  without a valid  exemption  even though the
Company  relied on opinions of counsel for these  issuances  believing  that the
shares were exempt under Rule 504 of Regulation D of the Securities Act of 1933.
The maximum  liability  is $558,000  based on 116,667  common  shares at a sales
price $1.20 and 557,333  common shares at a sales price of $0.75 It appears that
the  investors  may have a right of  rescission,  pursuant  to Section 12 of the
Securities Act of 1933, to recover the  consideration  paid for such securities.
For accounting purposes the amount of the contingent liability is not classified
outside of permanent equity as the company believes that it is not probable that
a holder would pursue  rescission and prevail in asserting a right of action for
rescission.

NOTE 3 - PROPERTY AND EQUIPMENT

Depreciation  and amortization for the three months ended June 30, 2001 and 2000
were $10,429 and $9,578 respectively.

Property plant and equipment consist of the following:

                                                               June 30,
                                                        -----------------------
                                                          2001           2000
                                                        ---------     ---------
     Production equipment                               $ 124,305     $ 124,305
     Web site development                                  51,555        51,555
     Office equipment, furniture and fixtures              10,376         2,374
     Leasehold improvements                                    --        13,605
     Intellectual property                                 19,700            --
                                                        ---------     ---------
                                                          205,936       191,839
     Less accumulated depreciation and amortization       (95,802)      (69,392)
                                                        ---------     ---------
                                                        $ 110,134     $ 122,447
                                                        =========     =========

                                       11
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                 for the six months ended June 30, 2001 and 2000

NOTE 4 - INCOME TAXES

The  tax-free  exchange  with Genesis  creates a difference  in the basis of the
assets between tax basis and accounting basis. At July 1, 1999, the tax basis of
the assets is approximately  $906,000 greater than the accounting  basis. In the
future,  as assets are disposed  of,  depreciated,  or amortized or  liabilities
paid,  the  deduction  for tax  purposes  will be greater  than the book  basis,
resulting in reduced tax expense or greater net operating loss carryover for tax
purposes  than would  otherwise  be  expected.  There is no  certainty as to the
timing of such  recognition  nor that the Company will be able to fully  utilize
these differences.

The components of deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                                               June 30,
                                                                        ----------------------
                                                                           2001         2000
                                                                        ---------    ---------
<S>                                                                    <C>           <C>
     Tax effect of assets acquired in business combination              $  362,000       $ 362,000
     Tax effects of reserve for discontinued operations                    200,000         200,000

     Tax effects of carryforward benefits:
        Net operating loss carryforwards                                   712,000         242,000
                                                                         ---------       ---------
     Tax effects of carryforwards
       Tax effects of future taxable differences and carryforwards       1,274,000         804,000
       Less deferred tax asset valuation allowance                      (1,274,000)       (804,000)
                                                                        ----------       ---------
     Net deferred tax asset                                             $       --       $      --
                                                                        ==========       =========
</TABLE>

Realization of the net deferred tax assets is dependent on generating sufficient
taxable income prior to their expiration.  Tax effects are based on a 9.0% state
and 34.0%  federal  income  tax rates for a net  combined  rate of 40%.  The tax
effects of the acquired  business  combination  have not been  recognized in the
current or prior periods but will be recognized in future periods, at which time
if the current period taxable income is  insufficient to offset such charges for
tax purposes, the effect will be available to the Company over the succeeding 20
years.  The realized net  operating  losses  expire over the next 20 years,  the
majority of which expire in 2021. A valuation  allowance  has been  provided for
the full  deferred  tax asset  amount due to the lack of  operating  history and
operating  losses in recent periods.  When realization of the deferred tax asset
is more likely than not to occur, the benefit related to the differences will be
recognized as a reduction of income tax expense.

                                       12
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
                 for the six months ended June 30, 2001 and 2000


NOTE 5 - STOCK TRANSACTIONS - RELATED PARTY

During 1998 through  2001,  Mr.  DeBaene has been a lender of funds to Open Door
Records and subsequently to Open Door Online,  Inc. As of June 30, 2001 and June
30, 2000, the outstanding balances due him were $36,672 and $113,643,  including
interest expense of $601 and $3,643, respectively. Interest rates are at 12% per
annum. On January 12, 2000 Mr. DeBaene was granted a option to convert debt owed
to him into  common  shares at a  conversion  price  equal to the average of the
closing bid price for the twenty  trading  days prior to the date of the request
for  conversion.  The closing bid price on the date of the grant was $0.31.  The
option could be exercised  immediately  requiring a calculation  to identify any
possible accounting charge for a beneficial conversion. The calculation requires
the  identification of the average closing bid price for the twenty trading days
immediately preceding January 12, 2000, which was $0.33 or $0.02 higher than the
closing bid price on the grant date indicating no beneficial  conversion  charge
required.  On March 7, 2001,  Mr. DeBaene  converted  $474,895 of this debt into
1,158,280 shares based on the average closing bid price of our Common Stock over
the twenty-day period preceding the conversion at a value of $0.41.

In February 2001 Mr. DeBaene converted $100,000 of salary and short term debt to
3,333,333  shares  of  Common  Stock at a  conversion  price  of $0.03  The debt
converted  consisted  of short term loans of  $18,984,  and  accrued  payroll of
$81,016.

NOTE 6 - EARNINGS PER COMMON SHARE

Earnings  per share of common  stock have been  computed  based on the  weighted
average number of shares outstanding. The weighted average number of shares used
to compute the earnings per share at June 30, 2001, 15,734,938 and 11,291,465 at
June 30, 2000.

                                       13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

For the three months ended June 30, 2001 and June 30, 2000.

SALES

     Sales were minimal with returns outpacing  shipments of pre-recorded media.
No sales were  recorded  from any other  division of the  Company.  Sales were a
negative  $(5,757) for the quarter  ending June 30, 2001 compared to $167,748 in
sales for the  quarterly  period  ended June 30,  2000.  The sales  decrease was
directly attributable to the limited operations on distribution contracts and no
sales from the other divisions.

COST OF SALES

     Cost of Sales are  normally  primarily  represented  by CD and  fulfillment
operations and artist record  promotions  and royalties plus studio  engineering
cost. The artist  royalties  would normally be the only cost relative to the net
returns  of  pre-recorded  media.  No costs  were  recognized,  as the amount is
nominal  this  period.  The cost of sales for the  quarter  ended June 30,  2001
decreased to $0 from $122,240 in the comparative quarter ending June 30, 2000.

SALES AND MARKETING EXPENSE

     Sales  and  marketing  expense  consists   primarily  of  direct  marketing
expenses,  promotional  activities,   salaries  and  costs  related  to  website
maintenance  and  development.  We  anticipate  that overall sales and marketing
costs will increase  significantly in the future;  however,  sales and marketing
expense as a percentage of net revenue may fluctuate  depending on the timing of
new marketing programs and addition of sales and marketing personnel.

     Expenses  of $ 0 were  incurred  for the  quarter  ended  June  30,  2001 a
decrease of 100% over the $8,221expended in the prior comparative  quarter ended
June 30, 2000. This decrease is directly relational to the promotional  expenses
of signed artists that are not recoupable by Open Door Records, Inc.

CONSULTING EXPENSES

     Consulting  expenses  for  web  site  maintenance  and  hosting  after  the
completion of the initial  development process was completed and consultants who
maintain the site added $0 to the expenses for the quarter  ended June 30, 2001.
Site maintenance in the quarter ended June 30, 2000 was $9,000.

BAD DEBT EXPENSE

     Bad debt expense was $0 for the quarter ended June 30, 2001 a 100% decrease
from $2,309 in the corresponding quarter in 2000.

                                       14
<PAGE>
GENERAL AND ADMINISTRATIVE

     General and administrative  expense consists  primarily of salaries,  legal
and other administrative costs, fees for outside consultants and other overhead.
General and  administrative  expense was $136,566 for the quarter ended June 30,
2001 a decrease of 24% over the $179,712 for the period ended June 30, 2000. The
decrease is directly  attributable  to the reduction in salaries of $75,000 that
were  partially  offset by  additional  legal fees of $58,000 and a reduction in
accounting fees of $20,000.

DEPRECIATION EXPENSE

     Depreciation and  amortization  expenses rose to $10,429 from $9,578 in the
quarters  ended June 30, 2001 and June 30, 2000,  respectively.  The increase is
attributed  to the  full  utilization  of all  equipment  and the web  site  and
additional intellectual property.

INTEREST EXPENSE

     Net  interest  expense  for the quarter  ended June 30,  2001 was  $11,059.
Comparable  interest costs for the corresponding  quarter ended 2000 was $4,602.
This  increase  was caused by the  increase in borrowing  for  short-term  debt.
Interest costs may increase in future periods as the Company  expands  through a
combination of debt and equity offerings.

For the six months ended June 30, 2001 and June 30, 2000.

SALES

     Sales  consisted  primarily  of net returns of  pre-recorded  media.  Sales
decreased to $(5,757) for the six months ended at June 30, 2001 from $593,489 in
the comparative  six-month period ended June 30, 2000. The majority of the sales
decrease  was  directly  attributable  to the lack  operations  on  distribution
contracts, and no sales from any other division.

COST OF SALES

     Cost of Sales are  normally  primarily  represented  by CD and  fulfillment
operations and artist record  promotions  and royalties plus studio  engineering
cost. Only nominal costs were incurred and are therefore not reflected. The Cost
of Sales for the six months  ended  June 30,  2001 was $0  decreasing  100% from
$318,187 in the comparative six months ended June 30, 2000.

SALES AND MARKETING EXPENSE

     Sales  and  marketing  expense  consists   primarily  of  direct  marketing
expenses,  promotional  activities,   salaries  and  costs  related  to  website
maintenance  and  development.  We  anticipate  that overall sales and marketing
costs will increase  significantly in the future;  however,  sales and marketing
expense as a percentage of net revenue may fluctuate  depending on the timing of
new marketing programs and addition of sales and marketing personnel.

     Expenses  of $0 were  incurred  for the six months  ended  June 30,  2001 a
decrease of 100% from $3,112 expended in the prior  comparative six months ended
June 30,  2000.  This  decrease  is  directly  relational  to the  reduction  of
promotional  expenses  of signed  artist  that are not  recoupable  by Open Door
Records, Inc.

                                       15
<PAGE>
CONSULTING EXPENSES

     Consulting  expenses  for  web  site  maintenance  and  hosting  after  the
completion of the initial  development process was completed and consultants who
maintain the site added $9,000 to the expenses for the six months ended June 30,
2001 a decrease of 69.5%. Site maintenance in the six months ended June 30, 2000
was $29,524.

BAD DEBT EXPENSE

     Bad debt  expense  was $0 for the six  months  ended  June 30,  2001 a 100%
decrease from $26,403 in the corresponding six months of 2000.

GENERAL AND ADMINISTRATIVE

     General and administrative  expense consists  primarily of salaries,  legal
and other administrative costs, fees for outside consultants and other overhead.
General and administrative expense was approximately $191,830 for the six months
ended June 30, 2001 compared to $288,804 in the corresponding  period ended June
30, 2000. The decrease is attributable to salaries for management $150,000,  and
a reduction of travel and entertainment expenses of $14,689 which were partially
offset by increased legal fees of $58,4000.

DEPRECIATION EXPENSE

     Depreciation and amortization  expenses rose to $20,858 from $19,156 in the
six months ended June 30, 2001 and June 30, 2000, respectively.  The increase is
attributed to the full utilization of all equipment and intellectual property.

INTEREST EXPENSE

     Net  interest  expense for the six months  ended June 30, 2001 was $28,436.
Comparable  interest  costs for the  corresponding  six  months  ended  2000 was
$9,777. This increase was caused by the increase in outstanding  short-term debt
over the comparative period.

LIQUIDITY AND CAPITAL RESOURCES

     As of  June  30,  2001  we had  cash  of $0.  Sufficient  cash  to  finance
operations  for the short term are required.  Historically  we have financed our
operations with short-term convertible debt or through the issuance of equity in
the form of our common  stock.  During the  current six months we issued net new
debt for cash of approximately $64,290. Significant increases in capital will be
required to fund our aggressive  business plan and support  acquisitions and new
lines of business.  There is no assurance  that we will be successful in raising
the required capital.

     A capital  raise of $750,000 to  $1,000,000  will be sufficient to meet our
needs  during  this  fiscal  year.  Our  long-term  capital  needs  will be from
$2,000,000 to $3,000,000 and are totally dependent on the success of our ability
to acquire other operations and expand our lines of business.

                                       16
<PAGE>
ACCOUNTS RECEIVABLE

     As of June 30, 2001 we had  receivables  that consisted of the sales mainly
from  fiscal  year 2000.  The  receivables  are being  received  and  sufficient
allowances  were set aside when the sales were  recorded.  We have no indication
that Red Eye  Distribution  is unable  or  unwilling  to pay us for the  product
shipped.

RECOUPABLE ARTIST ADVANCES

     Our distribution agreements with artists require us to pay certain costs up
front for the  artist.  These  costs,  depending  on the  contract,  may include
promotion,  production,  manufacturing,  advertising,  travel, etc. All of these
advances are to be received from the sales of the artist  recordings  before any
payment to the artist is made. In some instances the artist is to receive 50% of
the net wholesale  price we receive,  in others only 25% goes to the artist.  We
have no reason to believe that these recoupable  costs will not be received.  In
the event that the  artists'  music does not sell  successfully  to recoup these
costs within six months of the release of the recording we will take a charge to
earnings  for these  costs.  The Company  will not advance  more than $20,000 in
costs for any given artist unless the  pre-orders  for the artists' next release
exceed this amount.  At no time will the Company  advance  costs that exceed the
amount recoupable from the pre-orders plus $20,000. This method is in compliance
with FASB  Statement  No. 50  paragraph  10  relating  advances  against  future
royalties.

CONTINGENT LIABILITIES

     We have been  advised  that the  issuance of free  trading  common stock in
August and September of 2000 were issued  without a valid  exemption even though
the Company relied on opinions of counsel for these issuances believing that the
shares were exempt under Rule 504 of Regulation D of the Securities Act of 1933.
The maximum  liability  is $558,000  based on 116,667  common  shares at a sales
price $1.20 and 557,333 common shares at a sales price of $0.75. It appears that
the  investors  may have a right of  rescission,  pursuant  to Section 12 of the
Securities Act of 1933, to recover the  consideration  paid for such securities.
For accounting purposes the amount of the contingent liability is not classified
outside of permanent equity as the Company believes that it is not probable that
a holder would pursue  rescission and prevail in asserting a right of action for
rescission.

OPERATIONS

     Open  Door  Online,  Inc.  is an  entity  supporting  traditional  sales of
pre-recorded  media and recording  operations.  Through  strategic  planning and
partnering,  the  components  of each  division are  structured to grow with the
implementation of dynamic divisional plans. The Company is seeking to expand the
operations of its divisions.

     Open  Door  Records.  On  November  21,  1997,  Open  Door  Records,   Inc.
established  its own  record  label,  "Open  Door  Records."  Subsequent  to the
acquisition  of Open Door  Records,  Inc., we now use  traditional  distribution
channels  to  promote,   distribute  and  sell  original  and  licensed  artists
recordings.  We intend to license master recordings from other record labels and
conventional adverting and promotional companies,  acquire master recordings and
publishing catalogs and sign artists to the record label.

                                       17
<PAGE>
FUTURE PLAN OF OPERATION

     The Company is seeking  acquisitions  in the  entertainment  and  recording
industry.  Our objective is to build a global  entertainment  company offering a
broad range of  entertainment  commerce related products and to deliver a wealth
of original content in a highly personalized interactive context.

     We  recognize  that the  nature  and scope of our  intended  business  will
require substantial additional financing.  To meet this requirement,  we plan to
finance our cash requirements through a combination of equity offerings and debt
financing.

     We will  expand  our  workforce  to  meet  our  business  plan  and  growth
objectives while providing  quality  services and products.  The overall plan of
operation and objectives was detailed earlier on Form 10-KSB.

                                       18
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     In August 2001 the Company was  advised  that a legal  proceeding  had been
brought by two former  directors and an officer of the predecessor  company as a
class and  derivatively  on behalf of Open Door Online,  Inc.  against Open Door
Online,  Inc., its current officers and directors and various other parties. The
suit alleges mismanagement, corporate waste, fraud in the issuance of shares for
converted debt and racketeering  among other charges.  The suit has been brought
in the U.S.  District  Court for the District of New Jersey as a civil action no
01-3588(AET).

     The  Company  has not had the  opportunity  to review  the  complaint  with
counsel and has not  developed an opinion as to the merits or potential  cost to
the Company, but intends to vigorously defend against this action.

     In July 2001 the Company brought an action against two former directors and
officers  in Rhode  Island  alleging  theft of  corporate  property,  breach  of
fiduciary duty and interference with the Company to transact its business.

     In  management's   opinion  there  are  no  other  material  pending  legal
proceedings,  other than ordinary routine litigation  incidental to its business
or that of its  predecessor,  to which the Company is a party. It is the opinion
of  management,   after  discussions  with  legal  counsel,  that  the  ultimate
dispositions of any such pending litigation will have no material adverse effect
on the Company's financial position or results of operation.

ITEM 2. CHANGES IN SECURITIES

     We issued  888,381  restricted  common shares to five note holders that did
not include any  officers,  directors or  affiliated  parties in  settlement  of
$88,838.10 of debt and accrued interest.  No other securities were issued during
the period.

     The Company  returned  for  cancellation  3,900,000  shares of Common Stock
issued  in  anticipation  of the  exercise  of  warrants  and for  funding  of a
consulting agreement.

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

     None

                                       19
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        OPEN DOOR ONLINE, INC.
                                           (Registrant)



                                        /s/ David N. DeBaene
                                        ----------------------------------------
Dated: August 17, 2001                  David N. DeBaene
                                        President and Chief Executive Officer



                                        /s/ Norman Birmingham
                                        ----------------------------------------
Dated: August 17, 2001                  Norman Birmingham
                                        Treasurer and Chief Financial Officer


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