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

                                  FORM 10-QSB/A

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

    For the quarterly period ended SEPTEMBER 30, 2000

[ ] Transition report under Section 13 or 15(d) of the Securities
    Exchange Act of 1934

    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 Identification No.)
Incorporation or Organization)


              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, 11,834,898 shares
          outstanding at November 15, 2000

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

                                                                            Page
                                                                            ----
PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

          Balance Sheets as of September 30, 2000 and December 31, 1999       4

          Statements of Operations for the three months ended
          September 30, 2000 and September 30, 1999                           5

          Statements of Cash Flows for the three months ended
          September 30, 2000 and September 30, 1999                           6

          Statements of Operations for the nine months ended
          September 30, 2000 and September 30, 1999                           7

          Statements of Cash Flows for the nine months ended
          September 30, 2000 and September 30, 1999                           8

          Notes to Financial Statements                                       9

     Item 2. Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                       15

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings                                               20

     Item 2. Changes in Securities                                           20

     Item 3. Defaults Upon Senior Securities                                 20

     Item 4. Submissions of Matters to a Vote of Security Holders            20

     Item 5. Other Information                                               20

     Item 6. Exhibits and Reports on Form 8-K                                21

                                       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>
                                                                      September 30,      December 31,
                                                                          2000               1999
                                                                      ------------       ------------
<S>                                                                   <C>                <C>
                                     ASSETS
Current Assets:
  Cash and cash equivalents                                           $          0       $     34,567
  Accounts receivable, net of allowance $103                               357,811            204,489
  Inventories                                                                8,603
  Recoupable artist advances                                               146,468
  Loans  receivable                                                          5,988             30,750
                                                                      ------------       ------------
        Total current assets                                               518,870            269,806

  Property and equipment, net                                               61,958             98,049
  Web site development, net                                                 69,538             43,556
  Music library                                                         10,255,005         10,255,005
                                                                      ------------       ------------

        TOTAL ASSETS                                                  $ 10,905,371       $ 10,666,416
                                                                      ============       ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current liabilities:
  Current portion of long-term debt                                   $     75,000       $     75,000
  Accounts payable and accrued expenses                                    499,768            498,837
  Accrued payroll                                                          180,834
  Reserve for discontinued operations                                      500,000            500,000
  Short-term notes payable                                                 240,105            442,200
  Accrued royalties                                                        195,583
  Accrued interest on notes payable                                         19,770              9,000
                                                                      ------------       ------------
        Total current liabilities                                        1,711,060          1,525,037

Long-term debt, net of current portion                                      75,000            150,000
                                                                      ------------       ------------
        Total liabilities                                                1,786,060          1,675,037

Stockholders' equity:
  Common stock, $.0001 par value; authorized, 50,000,000 shares;
   issued and outstanding, 11,291,465 shares and 10,133,185 shares
   at September 30, 2000 and December 31, 1999, respectively                 1,129              1,013
  Additional paid-in capital                                            10,085,151          9,610,372
  Accumulated deficit                                                     (966,969)          (620,006)
                                                                      ------------       ------------
     Total Stockholders' equity                                          9,119,311          8,991,379
                                                                      ------------       ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 10,905,371       $ 10,666,416
                                                                      ============       ============
</TABLE>
              See accompanying notes to these financial statements

                                       4
<PAGE>
                             OPEN DOOR ONLINE, INC.
                            STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           September 30,       September 30,
                                                               2000                1999
                                                           ------------        ------------
<S>                                                        <C>                 <C>
Revenues
  Net sales                                                $    (23,364)       $        458
  Cost of sales                                                  (9,123)                700
                                                           ------------        ------------
        Gross profit                                            (14,241)               (242)

Operating Expenses:
  Payroll and payroll taxes                                      92,920              27,500
  Selling Expenses                                                                    1,500
  Consulting Expenses                                            57,636              14,740
  Depreciation and amortization                                   9,578
  Professional fees                                                                  10,012
  Rent                                                            1,950               8,288
  Supplies                                                        7,337                  74
  Telephone                                                       3,042               3,262
  Travel and entertainment                                       14,192               9,394
  Other                                                           8,561              24,217
                                                           ------------        ------------

        Total operating expenses                                195,216              98,987

Operating income (loss)                                        (209,457)            (99,229)
Interest income (expense)                                        (6,332)                 --
                                                           ------------        ------------

NET INCOME (LOSS)                                          $   (215,789)       $    (99,229)
                                                           ============        ============

Net loss per common share                                  $      (0.21)       $      (0.14)
                                                           ============        ============

Weighted average number of common shares outstanding         10,446,347           7,000,000
                                                           ============        ============
</TABLE>
              See accompanying notes to these financial statements

                                       5
<PAGE>
                             OPEN DOOR ONLINE, INC.
                            STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   September 30,       September 30,
                                                                       2000                1999
                                                                   ------------        ------------
<S>                                                              <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss)                                                   $(215,789)         $ (99,229)
Adjustments to reconcile net income (loss) to net cash
 (used in) operating activities:
  Depreciation and amortization                                         9,578                 --
                                                                    ---------          ---------
Changes in cash flows provided (used in) operating activities        (206,211)         $ (99,229)

Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable                          112,186
  (Increase) decrease in loans receivable                               3,788
  (Increase) decrease in inventories                                       --                 --
  (Increase) decrease in other assets                                   6,044
  Increase (decrease) in accounts payable                             (56,807)            46,119
  Increase (decrease) in royalties payable                               (364)
  Increase (decrease) in accrued expenses                               4,408             (2,500)
                                                                    ---------          ---------
        Net cash (used in) operating activities                      (136,956)           (55,610)
                                                                    ---------          ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of web site                                             (17,983)            (1,000)

CASH FLOWS FROM FINANCING ACTIVITIES
  Principal advances on notes payable and long-term debt              154,689             33,946
  Principal repayment of short-term debt
  Sale of common stock                                                     --                 --
                                                                    ---------          ---------
        Net cash (used in) provided by financing activities           154,689             33,946
                                                                    ---------          ---------

NET INCREASE (DECREASE) IN CASH                                          (250)           (22,664)

Cash and cash equivalents - beginning of period                           250             22,664
                                                                    ---------          ---------
Cash and cash equivalents - end of period                           $       0          $       0
                                                                    =========          =========
</TABLE>
              See accompanying notes to these financial statements

                                       6
<PAGE>
                             OPEN DOOR ONLINE, INC.
                            STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                           September 30,       September 30,
                                                               2000                1999
                                                           ------------        ------------
<S>                                                        <C>                 <C>
Revenues:
  Net sales                                                $    570,125        $      1,601
  Cost of sales                                                 319,364               9,326
                                                           ------------        ------------
        Gross profit                                            250,761              (7,725)

Operating Expenses:
Payroll and payroll taxes                                       289,470              27,500
Selling expenses                                                                     17,360
Bad Debt expense                                                 26,403
Consulting expenses                                              76,348              45,389
Depreciation and amortization                                    28,735
Professional fees                                                65,674              19,512
Rent                                                              9,600              11,788
Supplies                                                          9,327                 726
Telephone                                                         6,549               5,378
Travel and entertainment                                         32,181              28,674
Other                                                            37,330              27,605
                                                           ------------        ------------
        Total operating expenses                                581,617             183,932

Operating income (loss)                                         (82,856)           (191,657)
Interest income (expense)                                       (16,108)             (8,724)
                                                           ------------        ------------

NET INCOME (LOSS)                                          $   (346,964)       $   (200,381)
                                                           ============        ============

Net loss per common share                                  $      (0.03)       $      (0.03)
                                                           ============        ============

Weighted average number of common shares outstanding         10,446,347           7,000,000
                                                           ============        ============
</TABLE>
              See accompanying notes to these financial statements

                                       7
<PAGE>
                             OPEN DOOR ONLINE, INC.
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                   September 30,       September 30,
                                                                       2000                1999
                                                                   ------------        ------------
<S>                                                              <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income/(loss)                                                 $(346,964)          $(200,381)
  Adjustments to reconcile net (loss) to net cash
  (used in) operating activities:
   Depreciation and amortization                                       28,735                  --
                                                                    ---------           ---------
Changes in cash flows provided (used in) operating activities        (318,229)          $(200,381)

Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable                         (153,322)
  (Increase) decrease in loans receivable                              24,762             (78,531)
  (Increase) in inventories                                            (8,603)            (10,695)
  (Increase) decrease in other assets
  Increase in accounts payable                                            931
  Increase in royalties payable                                       195,583              (3,381)
  Increase (decrease) in accrued expenses                              10,770               8,100
                                                                    ---------           ---------
        Net cash (used in) operating activities                      (248,108)           (284,888)
                                                                    ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of equipment                                            (18,626)            (26,960)

CASH FLOWS FROM FINANCING ACTIVITIES
  Principal advances on notes payable and long-term debt              305,980             311,815
  Principal repayment of short-term debt                              (73,653)
  Sale of common stock                                                     --                  --
                                                                    ---------           ---------

Net cash (used in) provided by financing activities                   213,701             311,815
                                                                    ---------           ---------

NET INCREASE (DECREASE) IN CASH                                       (34,407)                (33)

Cash and cash equivalents - beginning of period                        34,657                  33
                                                                    ---------           ---------

Cash and cash equivalents - end of period                           $     250           $       0
                                                                    =========           =========
</TABLE>
              See accompanying notes to these financial statements

                                       8
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
              for the Nine months Ended September 30, 2000 and 1999


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 September 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, 2000.

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. We expect
sales to start during the third quarter 2000.

REVENUE RECOGNITION

RECORDING STUDIO REVENUE

Our recording  studio  revenue is derived mainly from studio rental for which we
supply the facility,  recording  equipment,  and the studio engineer.  Recording
studio time is billed at $350 per day and recognized  upon the completion of the
recording days contracted.

                                       9
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
              for the nine months ended September 30, 2000 and 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The  engineering  of the  recording  is the  most  time  consuming  function  of
producing recorded music. We recognize  engineering  revenue upon the release of
the recording  for mastering or upon  acceptance of the demo by the client if no
mastering is to occur. The contracts  typically provide that they are cancelable
by  either  party,  with  notice,  and  work to date  would  be  paid  upon  the
cancellation.

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 2000,  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.

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 nine months ended September 30, 2000 and 1999


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.

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 1999 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 September 30, 2000 and
1999 were $9,578 and $0, respectively.

Property plant and equipment consist of the following:

                                                             September 30,
                                                       ------------------------
                                                         2000            1999
                                                       ---------      ---------

Production equipment                                   $ 124,305      $ 124,305
Web site development                                      57,836         51,555
Office equipment, furniture and fixtures                   3,019          1,900

Leasehold improvements                                    13,605         13,605
                                                       ---------      ---------
                                                         198,765        191,365

Less accumulated depreciation and amortization           (78,971)       (11,321)
                                                       ---------      ---------
                                                       $ 119,794      $ 180,044
                                                       =========      =========

                                       11
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
              for the nine months ended September 30, 2000 and 1999


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:


                                                             September 30,
                                                       ------------------------
                                                          2000           1999
                                                       ---------      ---------
Tax effect of assets acquired in business combination  $ 362,000      $      --
Tax effects of reserve for discontinued operations       200,000             --
Tax effects of carryforward benefits:

        Net operating loss carryforwards                 242,000         24,400
                                                       ---------      ---------
Tax effects of carryforwards
Tax effects of future taxable differences and
 carryforwards                                           804,000         24,400
Less deferred tax asset valuation allowance             (804,000)       (24,400)
                                                       ---------      ---------

        Net deferred tax asset                         $      --      $      --
                                                       =========      =========

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 2019. 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 nine months ended September 30, 2000 and 1999


NOTE 5 - STOCK TRANSACTIONS - RELATED PARTY

During  1998 and  1999,  Mr.  DeBaene  has been a lender  of funds to Open  Door
Records and  subsequently to Open Door Online,  Inc. As of December 31, 1998 and
September 30, 1999, the outstanding  balances due him are $113,643 and $498,622,
including  interest expense of $3,643 and $8,224,  respectively.  Interest rates
range from 12% to 20% 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, 2000,  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.  He has elected not to convert any
of the remaining debt  outstanding  incurred prior to the initial filing of this
registration statement.  Mr. DeBaene is the only recipient of all shares related
to the conversion.

NOTE 6 - COMMON STOCK

Genesis was the nominal acquirer in the Open Door Records,  Inc.  transaction in
which Open Door was the  nominal  acquiree in the  reverse  acquisition.  As the
legal acquirer, the Genesis balances at January 1, 1999 were adjusted to reflect
the business  combination and to give effect to the one for thirty reverse split
of the Genesis shares as of September 30, 1999 retroactive to January 1, 1999 in
accordance  with FASB Statement No. 128. The Company issued a total of 8,181,665
shares for former Open Door Records,  Inc. holders and to promoters and sponsors
of the transaction.  The outstanding  stock of the Company was 11,291,465 shares
and 7,000,000 shares at September 30, 2000 and 1999, respectively.

NOTE 7 - 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 September 30, 2000,  after giving effect to
the  acquisition  on September 30, 1999 by Genesis,  the legal  acquirer of Open
Door Records,  Inc. was  10,446,347  ending  September 30, 2000 and 7,000,000 at
September 30, 1999.

NOTE 8 - 1999 PURCHASE ACCOUNTING

The purchase  method of accounting was performed on Genesis based on the average
closing bid price  including June 17, 1999, the date of the  transaction and the
two trading days immediately before and after the transaction date of $3.78 on a
post reverse basis. The  shareholders of Genesis Media Group retained  1,277,626
common  shares and  1,181,665  common  shares  were  issued as  expenses  of the
transaction.

                                       13
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
              for the nine months ended September 30, 2000 and 1999


NOTE 8 - 1999 PURCHASE ACCOUNTING (CONTINUED)

Since the appraised value of the music library was in excess of $38 million, the
fair market value of the merger was  allocated to the music library and resulted
in no goodwill being recorded. A summary of assets and liabilities  acquired, at
established fair market value was as follows:

Purchase Price                               $10,255,005

Transaction Fees Incurred                       (120,000)
Current liabilities assumed                     (688,885)
Long-term liabilities assumed                   (150,000)
                                             -----------
Fair market value of Genesis                 $ 9,296,120
                                             ===========

The accompanying  financial  statements include the results of Open Door for all
periods and the results of Genesis beginning on July 1, 1999.

NOTE 9 - RECENT EVENTS

On November  13, 2000 the Company  purchased  100% of the  outstanding  stock of
Hollywood  On Air,  Inc.  for a up to 85% of the  outstanding  shares  after the
Company  issues  the  shares  for the  transaction.  The  Company  will  release
approximately 12,500,000 restricted common shares to the current shareholders of
Hollywood On Air, Inc. upon  acceptance by the  shareholders  at a meeting to be
held in  December  2000.  The  remaining  shares  will be held in  escrow  to be
released following the completion of the audit for the period ended December 31,
2001 at the rate of one share for each $0.65 of net pre tax earnings.  Hollywood
On Air, Inc. adds approximately $12 million in assets offset by approximately $4
million in liabilities and sales in excess of $15 million annually.

The  Company  has begun the search  for $5 million in equity  capital to provide
working capital, reduce current debt and provide for acquisition capital.

                                       14
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

For the three months ended September 30, 2000 and September 30, 1999.

SALES

     Sales  consisted  primarily of revenues  derived from shipments of recorded
music related to various  distribution  contracts  for CD's by our  distribution
division,  Open Door Records,  and from the  commercial  operations of Open Door
Studios.  Sales  increased  $(23,264) for the quarter ending  September 30, 2000
from $458 in the  comparative  quarterly  period ended  September 30, 1999.  The
majority of the sales  decrease  was directly  attributable  to the returns from
overstocked  retailers,  the Company had set aside an adequate reserve for these
returns.

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.  All costs for  shipments  this  quarter  were of products we paid for but
which have been recouped from the royalties of the artists. The artist royalties
were the only costs this period. The cost of goods sold $(9,123) for the quarter
ended September 30, 2000. This negative cost was directly related to the cost of
the returned items and their respective royalties. Total cost of goods sold were
$700 for the quarter ending September 30, 1999.

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  September 30, 2000 a
decrease of 100% over the $1,500 expended in the prior comparative quarter ended
September  30, 1999.  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 $57,636 to the expenses for the quarter ended  September
30, 2000 an increase of 291%.  Site  maintenance in the quarter ended  September
30, 1999 was $14,740.

BAD DEBT EXPENSE

     Bad debt expense  decreased to $0 for the quarter ended  September 30, 2000
and was also $0 for the quarter ended  September 30, 1999. This cost is directly
related to the reserve set aside for returns,  because there were negative sales
for the quarter no reserve was set aside.

                                       15
<PAGE>
GENERAL AND ADMINISTRATIVE

     General and administrative  expense consists  primarily of salaries,  legal
and  other  administrative  costs,  fees for  outside  professionals  and  other
overhead.  General and administrative expense was $128,002 for the quarter ended
September  30, 2000 an  increase of 54.7% over the $82,747 for the period  ended
September  30,  1999.  The  increase  is  directly  attributable  to  wages  for
management.

DEPRECIATION EXPENSE

     Depreciation  and  amortization  expenses  rose  to  $9,578  from $0 in the
quarters  ended  September 30, 2000 and September  30, 1999,  respectively.  The
increase is  attributed  to the full  utilization  of all  equipment and the web
site.

INTEREST EXPENSE

     Net interest  expense for the quarter ended  September 30, 2000 was $6,332.
Comparable interest costs for the corresponding  quarter ended 1999 was $0. 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 NINE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999.

SALES

     Sales consisted primarily of revenues derived from shipments recorded music
related to various distribution contracts for CD's by our distribution division,
Open Door  Records,  and from the  commercial  operations  of Open Door Studios.
Sales  increased  3,551% to $570,125 for the nine months ended at September  30,
2000 from $1,601 in the  comparative  nine months ended  September 30, 1999. The
majority of the sales  increase was directly  attributable  to the operations of
the distribution  contracts,  which accounted for $543,000 of the increase, with
the remainder from studio operations.

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.  All costs for shipments this nine months were of products we paid for but
which are recoupable from the royalties of the artists and therefore  carried as
a receivable.  The artist royalties were the only costs this period. The Cost of
Sales for the nine months ended September 30, 2000 increased to $319,364, a 332%
increase over $9,326 in the  comparative  nine months ended  September 30, 1999,
all of these  costs were for artist  royalties  except  for  $12,800  for studio
operations.  This cost of sales ratio to sales should be representative over the
coming quarter.

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.

                                       16
<PAGE>
     Expenses of $0 were incurred for the nine months ended September 30, 2000 a
decrease of 100% from the $17,360 expended in the prior  comparative nine months
ended September 30, 1999. This decrease is directly  relational to the reduction
of  promotional  expenses of signed artist 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  $32,524 to the  expenses  for the nine  months  ended
September  30,  2000 an increase of 120%.  Site  maintenance  in the nine months
ended September 30, 1999 was $14,774.

BAD DEBT EXPENSE

     Bad debt expense  increased to $26,403 for the nine months ended  September
30, 2000 a 100% increase over the corresponding nine months in 1999.

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  $491,623or the nine months
ended September 30, 2000 compared to $64,901 in the  corresponding  period ended
September  30, 1999.  The increase is  attributable  to salaries for  management
$289,470,  the majority of which has been accrued,  and  increased  professional
fees of approximately $46,000 which are directly related costs to the filing and
completion of the Form-10SB.

DEPRECIATION EXPENSE

     Depreciation and amortization  expenses rose to $28,735 from $0 in the nine
months  ended  September  30, 2000 and  September  30, 1999,  respectively.  The
increase is  attributed  to the full  utilization  of all  equipment and the web
site.

INTEREST EXPENSE

     Net  interest  expense for the nine  months  ended  September  30, 2000 was
$16,108  Comparable  interest costs for the corresponding nine months ended 1999
was $8,724.  This increase was caused by the increase in outstanding  short-term
debt over the comparative period.

LIQUIDITY AND CAPITAL RESOURCES

     As of  September  30,  2000 we had $0  cash.  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 nine months we issued net new
debt for cash of approximately  $254,327.  Significant increases in capital will
be required to fund our aggressive  business plan and support the  manufacturing
and  distribution  requirements  of our current artist  distribution  contracts.
While there is no assurance  that we will be  successful in raising the required
capital, all indications through our current financing negotiations suggest that
we will receive substantial capital.

                                       17
<PAGE>
     A capital  raise of  $1,000,000 is sufficient to meet our needs during this
fiscal  year  unless the cost of  manufacturing  and  artists  recoupables  rise
because of sales or marketing demands in excess of our internal projections. Our
long-term  capital needs will be from  $3,000,000 to $5,000,000  and are totally
dependent on the success of artists and our forthcoming  internet sales site and
the affiliation agreements that are associated.

ACCOUNTS RECEIVABLE

     As of September  30, 2000 we had  receivables  that  consisted of the sales
from June 2000 and all of the sales  from the third  quarter  of 2000.  The June
2000 receivables are being received and no allowance is required within 90 days.
These  receivables  are from  artists who  continue to use the music  production
facilities.

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 nine months of the release of the  recording we will take a charge
to earnings for these costs.  This  account  contains  four artists at this time
with the majority  being from Jeru whose latest release on February 22, 2000 has
already sold enough for us to recover the majority of our costs when payment for
these  shipments is received  during the third quarter of 2000. The other artist
will be slower to recoup but only account for $10,277 of the total.  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 1999 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 a bona fide "brick and click" entity  supporting
traditional  sales and  recording  operations  with a broad  internet  backbone.
Through strategic  planning and partnering,  the components of each division are
structured to grow with the  implementation  of dynamic  divisional  plans.  The
management  of  each  division  is  aggressive  in its  approach  to  marketing,
adherence to its well defined goals,  and  flexibility to lead or respond to the
ever changing malleability of the Internet,  related technologies,  and consumer
product demand.

                                       18
<PAGE>
     Open Door Music. In February of 1999, Open Door Records,  Inc. created Open
Door  Music,  an online  music CD store.  Our  online CD store,  located  on the
Internet at www.opendoormusic.com, offers over 350,000 music titles for sale. To
assist  customers  in making music  selections,  the web site  contains  product
notes,  reviews,  related articles and sound samples and is open 24 hours a day,
seven  days a week.  It offers  its  customers  convenient  and  timely  product
fulfillment,  including  standard and overnight  delivery options.  Our web site
provides an entertaining and informative  resource  enabling users to search and
sample music and artist  information  interactively  through sound and graphics,
including online "sound stations" for each artist.  Music posted on our web site
in digital form is available for  downloading  using Real Audio(TM)  "plug-ins."
Visitors  to the web  site who are  interested  in the  music  they  sample  may
purchase it immediately online.

     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 our web site,  as well as
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.
Through our web site,  we intend to feature and promote  individual  artists and
independent record labels.

FUTURE PLAN OF OPERATION

     The post  acquisition  company,  Open Door  Online,  has  discontinued  the
production  operations of the  predecessor  and focused on branding  itself as a
virtual "open door"  bridging  together  artists and  consumers  from around the
world  and  ultimately  maintaining  a  loyal  and  appreciative   entertainment
community.  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.  This  process  will allow us to complete  the initial  phases of our
internet  marketing  plan.  Once  in  place,  we  believe  this  should  provide
sufficient operating revenue to expand the other intended areas of our business.

     The internet marketing arena is highly competitive.  We believe that we are
well placed to take  advantage  of this  growing  market and look to become more
competitive in the entertainment and distribution sectors of that market.

     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.

YEAR 2000 DISCLOSURE

     We do not  anticipate  any problem in dealing with computer  entries in the
year  2000  or  thereafter,  with  any  computers  currently  used at any of its
facilities.  All of our  computer  systems  are  new and  have  been  Year  2000
compliant  since  their  acquisition.  We keep  current  with  all  updates  and
revisions  with all  software  we  currently  use.  It is  anticipated  that the
software updates reflect required  revisions to accommodate  transactions in the
Year 2000 and thereafter.

                                       19
<PAGE>
     In addition,  most of the purchases on our web site are expected to be made
with credit cards,  and our operations  may be adversely  affected to the extent
its  customers  are unable to use their credit cards due to any Year 2000 issues
that are not rectified by their credit card vendors.  In a worst case  scenario,
if our  customers'  computer  systems or that of  suppliers  and  vendors do not
contain the necessary software updates to be Year 2000 compliant, a multitude of
problems could occur which may include,  among others, lost orders,  merchandise
not  shipped  or shipped  to  incorrect  addresses  and  credit  card  purchases
incorrectly credited or debited. As a result, we could lose customers,  clients,
and credibility,  which could have a material adverse effect on our business and
our financial  condition.  Such problems  could occur with Sound  Delivery,  our
supplier of music CDs,  cassettes and other related products.  With all expected
dates for  problems  now past and the fact  that no  interruptions  or  improper
recording of transactions  have occurred that the period for concern has passed.
We do not have, nor do we intend to create, a contingency plan to handle such an
event.

     We have  concluded,  based on our  review of our  operations  and  computer
systems  and  those of our major  suppliers  and  distributors  have not had any
problems associated with the Year 2000 issue.  However, we cannot guarantee that
such problems will not arise in the future.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     In management's  opinion there are no 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 pending  litigation will have no material  adverse
effect on the Company's financial position or results of operation.

ITEM 2.  CHANGES IN SECURITIES

     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

     None

                                       20
<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: April 9, 2001                     David N. DeBaene
                                         President and Chief Executive Officer



                                         /s/ Norman Birmingham
                                         -------------------------------------
Dated: April 9, 2001                     Norman Birmingham
                                         Treasurer and Chief Financial Officer


                                       21