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 March 31, 2000

[ ] 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, 11,291,565 shares outstanding at
April 20, 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

         Independent Accountants' Review Report                                3

         Balance Sheets as of March 31, 2000 and March 31, 1999                4

         Statements of Operations for the three months
         ended March 31, 2000 and March 31, 1999                               5

         Statements of Cash Flows for the three months
         ended March 31, 2000 and March 31, 1999                               6

         Notes to Financial Statements                                         7

     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                               9

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings                                                11

     Item 2. Changes in Securities                                            12

     Item 3. Defaults Upon Senior Securities                                  12

     Item 4. Submissions of Matters to a Vote of Security Holders             12

     Item 5. Other Information                                                12

     Item 6. Exhibits and Reports on Form 8-K                                 13

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.

                                       2
<PAGE>
PART I - FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS

[James C. Marshall, CPA, PC Letterhead]

                       INDEPENDENT AUDITOR'S REVIEW REPORT

To the Board of Directors
OPEN DOOR ONLINE, INC.

We have reviewed the accompanying balance sheets of Open Door Online, Inc. and
the related statements of operations, and cash flows as of March 31, 2000 and
1999, and for the three months then ended. These financial statements are the
responsibility of the company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Open Door Online, Inc. as of December 31, 1999
and 1998, and the related statements of operations, stockholders' equity, and
cash flows for the years then ended; and in our report dated April 13, 2000, we
expressed an unqualified opinion on those financial statements.


                                        /s/ James C. Marshall, CPA, PC

Scottsdale, Arizona
May 9, 2000

                                       3
<PAGE>
                             OPEN DOOR ONLINE, INC.
                                 BALANCE SHEETS
                             MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

                                                      March 31,       March 31,
                                                        2000            1999
                                                    ------------     ---------
ASSETS
Current Assets:

  Cash and cash equivalents                         $     (7,470)    $  22,684
  Accounts receivable, net of allowance                  358,727         9,685
  Inventories                                             10,301
  Misc Loans Receivable                                  193,894
  Prepaid Expenses                                            --         1,477
                                                    ------------     ---------
     Total current assets                                555,452        33,846

  Property and equipment, net                             83,050       125,589
  Web Site Development, net                               48,977        43,556
  Music Library                                       14,209,000
  Other assets                                                --         2,737
                                                    ------------     ---------

     TOTAL ASSETS                                   $ 14,896,479     $ 205,728
                                                    ============     =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Current liabilities:
  Current portion of long-term debt                 $     75,000     $   3,457
  Accounts payable and accrued expenses                  506,449
  Reserve for discontinued operations                    500,000
  Short-term notes payable                                72,397       191,507
  Accrued royalties                                      156,995
  Accrued interest on notes payable                       10,860         8,100
                                                    ------------     ---------
     Total current liabilities                         1,321,701       203,064
                                                    ------------     ---------
Long-term debt, net of current portion                   150,000            --
                                                    ------------     ---------
     Total liabilities                                 1,471,701       203,064

Stockholders' equity

Common stock, $.0001 par value; authorized,
  50,000,000 shares; issued and outstanding,
  11,291,565 shares and 10,133,185 shares at
  March 31, 2000 and December 31, 1999,
  respectively                                             1,129         1,000
Additional paid-in capital                            14,039,146        63,918
Accumulated deficit                                     (615,497)      (62,254)
                                                    ------------     ---------

     Total Stockholders' equity:                      13,424,778         2,664
                                                    ------------     ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 14,896,479     $ 205,728
                                                    ============     =========

              See accompanying notes to these financial statements

                                       5
<PAGE>
                             OPEN DOOR ONLINE, INC.
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)


                                                 March 31,           March 31,
                                                   2000                1999
                                               ------------         -----------
Revenues
Net sales                                      $    315,295         $
Cost of goods sold                                  156,995               4,731
                                               ------------         -----------
Gross profit                                        158,300               4,731

Operating Expenses:
Payroll and payroll taxes                            74,000
Selling Expenses                                      3,112
Consulting Expenses                                  19,185               9,749
Depreciation and amortization                         9,578
Professional fees                                    21,401               4,500
Rent                                                  5,700               3,000
Supplies                                              1,739                 227
Telephone                                             2,463                 904
Travel and Entertainment                              7,877              10,280
Other                                                 3,562               6,191
     Total operating expenses                       148,617              43,575
                                               ------------         -----------
     Operating income (loss)                          9,683             (39,582)
Interest income (expense)                            (5,175)             (8,724)
                                               ------------         -----------
NET INCOME (LOSS)                              $      4,508         $   (48,306)
                                               ============         ===========

Net loss per common share                      $       0.00         $     (0.01)
                                               ============         ===========
Weighted average number of
  common shares outstanding                      10,445,510           7,000,000
                                               ============         ===========

See accompanying notes to these financial statements

                                       6
<PAGE>
                             OPEN DOOR ONLINE, INC.
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      March 31,       March 31,
                                                                        2000            1999
                                                                     ---------         --------
<S>                                                                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss)                                                    $   4,508         $(48,306)
Adjustments to reconcile net (loss) to net
  cash (used in) operating activities:
  Depreciation and amortization                                          9,578               --
                                                                     ---------         --------
Changes in cash flows provided (used in) operating activities           14,087         $(48,306)

Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable                          (154,238)
  (Increase) in loans receivable                                      (163,144)          27,500
  (Increase) in inventories                                            (10,301)
  (Increase) decrease in other assets
  Decrease in accounts payable                                          (1,398)
  Increase in royalties payable                                        156,995           (3,263)
  Increase (decrease) in accrued expenses                               10,860            8,100
                                                                     ---------         --------
Net cash (used in) operating activities                               (147,139)         (15,969)
                                                                     ---------         --------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of Equipment                                                              (46,850)

CASH FLOWS FROM FINANCING ACTIVITIES
  Principal advances on notes payable and long-term debt               153,665           81,507
  Principal repayment of short-term debt                              (523,548)
  Conversions of debt to common stock                                  474,895
  Sale of common stock                                                      --           19,000
                                                                     ---------         --------
Net cash (used in) provided by financing activities                    105,012           85,470
                                                                     ---------         --------

NET INCREASE (DECREASE) IN CASH                                        (42,127)          22,651

Cash and cash equivalents - beginning of period                         34,657               33
                                                                     ---------         --------
Cash and cash equivalents - end of period                            $  (7,470)        $ 22,684
                                                                     =========         ========
</TABLE>

See accompanying notes to these financial statements

                                       7
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
               for the three months ended March 31, 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 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, 2000.

LINE OF BUSINESS

The business of the Company to date has derived revenue from the promotion,
production and studio recording services to music artists. The Company is in the
process of developing and 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.

REVENUE RECOGNITION

Revenue is generally recognized upon shipment to the customer or upon completion
of the services and is fully earned. Through December 31, 1999, substantially
all of the revenue is derived from the sale of music production services to
third parties.

                                       8
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
               for the three months ended March 31, 2000 and 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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 SFAS 50 that 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 the
Statement of Financial Accounting Standards No. 130.

NOTE 3 - PROPERTY AND EQUIPMENT

Depreciation and amortization for the three months ended March 31, 2000 and 1999
were $9,578, and $0, respectively.

Property plant and equipment consist of the following:

                                                                 March 31,
                                                         -----------------------
                                                           2000           1999
                                                         ---------      --------
Production equipment                                     $  95,306      $ 95,306
Web site development                                        48,977        43,556
Office equipment, furniture and fixtures                    33,985        24,638
Leasehold improvements                                      13,573         5,645
                                                         ---------      --------
                                                           191,841       169,145
Less accumulated depreciation and amortization             (59,814)           --
                                                         ---------      --------
                                                         $ 132,027      $133,615
                                                         =========      ========

                                       9
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
               for the three months ended March 31, 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:

                                                                March 31,
                                                         ----------------------
                                                            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.

NOTE 5 - STOCK TRANSACTIONS - RELATED PARTY

In March, 2000 the Company granted and on March 7, 2000, the president of the
Company exercised his option to convert his loans to the Company to common
stock. The conversion price was based on the average of the last 20 days average
price of the stock immediately preceding the exercise. The Company issued a
total of 1,183,853 shares which included principal and interest due of $473,541
and the Company reduced its liability for the debt.

                                       10
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
               for the three months ended March 31, 2000 and 1999


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 30 reverse split of
the Genesis shares as of June 30, 1999 retroactive to January 1, 1999 in
accordance with SFAS 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 11,317,138 shares and
7,000,000 shares at March 31, 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 March 31, 2000, after giving effect to the
acquisition on June 30, 1999 by Genesis, the legal acquirer of Open Door
Records, Inc

NOTE 8 - 1999 PURCHASE ACCOUNTING

The purchase method of accounting was performed on Genesis based on the fair
market value at the transaction date. The fair market value of Genesis was based
on the per share value of Genesis common stock near June 30, 1999, the closing
date of the merger. Since the appraised value of the music library was in excess
of $38 million, the fair market value of the merger was allocated music library
and results in no goodwill being recorded. The valuation of Genesis, including
transaction costs of $120,000 was $13,370,115. A summary of assets and
liabilities acquired, at established fair market value was as follows:

    Assets - Music Library                     $ 14,209,000
                                               ------------
       Total Assets                            $ 14.209,000

     Current liabilities assumed                   (688,885)
     Long-term liabilities assumed                 (150,000)
                                               ------------
     Fair market value of Genesis              $ 13,370,115
                                               ============

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

                                       11
<PAGE>
ITEM 2. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

     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 100% to $315,295 for the quarter ending at March 31, 2000 from
$0 in the comparative quarterly period ended March 31, 1999. The majority of the
sales increase was directly attributable to the operations of the distribution
contracts. We expect increases of up to three times this revenue in the second
quarter with the advent of an explosion of growth in Open Door Records
distribution and major contributions from web site sales and advertising
revenue.

     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 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 quarter ended March 31, 2000 increased $156,995, a 3,318% increase
over the comparative quarter ending March 31, 1999, all of these costs were for
pre-production. The 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.

     Expenses of $3,112 were incurred for the quarter ended March 31, 2000 an
increase of 100% over the $0 expended in the prior comparative quarter ended
March 31, 1999. This increase is directly relational to the 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 $19,185 to the expenses for the quarter ended March 31,
2000 an increase of 97%. Site maintenance in the quarter ended March 31, 1999
was $9,749.

     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 1,048% of Revenue for the
year ended December 31, 1999. The year ended December 31, 1998 saw these
expenses at 477% of Revenue. It is anticipated that overall general and
administrative expense will decrease as a percentage of revenue as revenue
increases.

                                       12
<PAGE>
     DEPRECIATION EXPENSE

     Depreciation and amortization expenses rose to $9,578 from $0 in the
quarters ended March 31, 2000 and March 31, 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 March 31, 2000 was $5,175.
Comparable interest costs for the corresponding quarter ended 1999 was $8,724.
This decrease was caused by the reduction in outstanding short-term debt by
conversion to equity on March 7, 2000. Interest costs may increase in future
periods as the Company expands through a combination of debt and equity
offerings.

     LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 2000 we had a cash deficit of $7,470. 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 quarter we issued
net new debt for cash of approximately $49,000. 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.

     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.

     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 250,000 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.

                                       13
<PAGE>
     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.

     The sales from this period are not expected to be representative of the
fiscal year sales as our artist marketing efforts did not begin in earnest until
the last week of February. Other significant events will help us meet our sales
projections for artists under distribution agreements and the unit sales from
our music catalogue via our web site beginning in May.

     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.

     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,

                                       14
<PAGE>
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

     We issued 1,158,280 restricted common shares to Mr. David DeBaene for the
conversion of certain debt and accrued interest in the amount of $474,895. No
other securities were issued during the period.

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

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<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)


Dated: May 15, 2000                     /s/ David N. DeBaene
                                        ----------------------------------------
                                        David N. DeBaene
                                        President and Chief Executive Officer



Dated: May 15, 2000                     /s/ Norman Birmingham
                                        ----------------------------------------
                                        Norman Birmingham
                                        Treasurer and Chief Financial Officer


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