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 June 30, 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                (I.R.S.Employer Identification No.)
of 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,  12,449,845 shares outstanding at
July 31, 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 June 30, 2000 and December 31, 1999           4

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

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

          Statements of Operations for the six months ended
          June 30, 2000 and June 30, 1999                                    7

          Statements of Cash Flows for the six months ended
          June 30, 2000 and June 30, 1999                                    8

          Notes to Financial Statements                                      9

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

PART II. OTHER INFORMATION

      Item 1. Legal Proceedings                                             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                              20

                                       3
<PAGE>
FORWARD LOOKING STATEMENTS

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

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

          *    the success or failure of management's efforts to implement their
               business strategy;
          *    our ability to protect our intellectual property rights;
          *    our ability to compete with major established companies;
          *    our ability to attract and retain qualified employees; and
          *    other risks which may be  described  in future  filings  with the
               SEC.

                                       3
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             OPEN DOOR ONLINE, INC.
                                 BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        June 30,          December 31,
                                                                          2000               1999
                                                                      ------------       ------------
                                     ASSETS
<S>                                                                   <C>                <C>
Current Assets:
  Cash and cash equivalents                                           $        250       $     34,567
  Accounts receivable, net of allowance $28,403                            717,997            204,489
  Inventories                                                                8,603
  Recoupable Artist Advances                                               152,512
  Loans  Receivable                                                          2,250             30,750
                                                                      ------------       ------------
        Total current assets                                               881,612            269,806

Property and equipment, net                                                 70,892             98,049
Web Site Development, net                                                   51,555             43,556
Music Library                                                          10, 255,005         10,255,005
                                                                      ------------       ------------

TOTAL ASSETS                                                          $ 11,259,064       $ 10,666,146
                                                                      ============       ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Current liabilities:
  Current portion of long-term debt                                   $     75,000       $     75,000
  Accounts payable and accrued expenses                                    556,575            498,837
  Reserve for discontinued operations                                      500,000            500,000
  Short-term notes payable                                                 168,580            442,200
  Accrued royalties                                                        195,583                 --
  Accrued interest on notes payable                                         15,362              9,000
                                                                      ------------       ------------
        Total current liabilities                                        1,511,100          1,525,037
Long-term debt, net of current portion                                     150,000            150,000
                                                                      ------------       ------------

        Total liabilities                                                1,661,100          1,675,037

Stockholders' equity
  Common stock, $.0001 par value; authorized, 50,000,000 shares;
   issued and outstanding, 12,449,845 shares and 10,133,185
   shares at June 30, 2000 and December 31, 1999, respectively               1,129              1,013
  Additional paid-in capital                                            10,085,151          9,610,372
  Accumulated deficit                                                     (488,316)          (620,006)
                                                                      ------------       ------------

        Total Stockholders' equity:                                      9,597,964          8,991,379
                                                                      ------------       ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 11,259,064       $ 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 JUNE 30, 2000 AND 1999
                                   (UNAUDITED)


                                                   June 30,           June 30,
                                                    2000               1999
                                                ------------       ------------
Revenues
  Net sales                                     $    405,450       $      1,143
  Cost of goods sold                                 122,240                645
                                                ------------       ------------
Gross profit                                         283,210                498

Operating Expenses:
  Payroll and payroll taxes                          113,550                 --
  Selling Expenses                                        --              8,221
  Bad Debt                                             2,309                 --
  Consulting Expenses                                  7,227             24,900
  Depreciation and amortization                        9,578                 --
  Professional fees                                   44,273              8,250
  Rent                                                 1,950                500
  Supplies                                               252                631
  Telephone                                            1,044              1,211
  Travel and Entertainment                             6,812              9,000
  Other                                               11,831                630
                                                ------------       ------------
     Total operating expenses                        198,826             53,343

     Operating income (loss)                          84,384            (52,845)

Interest income (expense)                             (4,602)                --
                                                ------------       ------------

NET INCOME (LOSS)                               $     79,782       $    (52,845)
                                                ============       ============

Net loss per common share                       $       0.01       $      (0.01)
                                                ============       ============
Weighted average number of common
 shares outstanding                               12,449,845          7,000,000
                                                ============       ============

See accompanying notes to these financial statements

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

<TABLE>
<CAPTION>

                                                                 June 30,       June 30,
                                                                   2000           1999
                                                                ---------      ---------
<S>                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income/(loss)                                              $  79,782      $ (52,845)
 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                                            89,360      $ (52,845)

 Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                    (272,919)         2,500
   (Increase) decrease in loans receivable                         39,132         (5,500)
   (Increase) decrease in inventories                               1,698             --
   (Increase) decrease in other assets                             (5,158)       (10,737)
   Increase in accounts payable                                    42,656           (118)
   Increase (decrease) in royalties payable                          (364)            --
   Increase (decrease) in accrued expenses                          9,662             --
                                                                ---------      ---------
        Net cash (used in) operating activities                   (95,933)       (66,700)
                                                                ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES
 Principal advances on notes payable and long-term debt            96,183         44,323
 Sale of common stock                                                  --         26,357
                                                                ---------      ---------
        Net cash (used in) provided by financing activities        96,183         70,680
                                                                ---------      ---------

NET INCREASE (DECREASE) IN CASH                                       250          3,980

Cash and cash equivalents - beginning of period                         0         22,684
                                                                ---------      ---------
Cash and cash equivalents - end of period                       $     250      $  26,664
                                                                =========      =========
</TABLE>

See accompanying notes to these financial statements

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


                                                    June 30,          June 30,
                                                     2000               1999
                                                 ------------      ------------
Revenues
  Net sales                                      $    831,191      $      1,143
  Cost of goods sold                                  318,187             5,376
                                                 ------------      ------------
        Gross profit                                  513,004             5,229

Operating Expenses:
  Payroll and payroll taxes                           187,550                --
  Selling Expenses                                      3,112             8,221
  Bad Debt Expense                                     26,403                --
  Consulting Expenses                                  26,412            34,649
  Depreciation and amortization                        19,156                --
  Professional fees                                    65,674            12,750
  Rent                                                  7,650             3,500
  Supplies                                              1,991               858
  Telephone                                             3,507             2,115
  Travel and Entertainment                             14,689            19,280
  Other                                                15,393             6,821
                                                 ------------      ------------
        Total operating expenses                      371,537            96,918

Operating income (loss)                               141,467           (92,427)
Interest income (expense)                              (9,777)           (8,724)
                                                 ------------      ------------

NET INCOME (LOSS)                                $    131,690      $   (101,151)
                                                 ============      ============

Net loss per common share                        $       0.01      $      (0.01)
                                                 ============      ============
Weighted average number of common
 shares outstanding                                12,449,845         7,000,000
                                                 ============      ============

See accompanying notes to these financial statements

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

<TABLE>
<CAPTION>
                                                                June 30,        June 30,
                                                                  2000            1999
                                                                ---------      ---------
<S>                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income/(loss)                                              $ 131,690      $(101,151)
 Adjustments to reconcile net (loss) to net cash
  (used in) operating activities:
  Depreciation and amortization                                    19,156             --
                                                                ---------      ---------
 Changes in cash flows provided (used in)
  operating activities                                            150,846      $(101,151)
 Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable                     (513,508)        30,000
  (Increase) decrease in loans receivable                        (124,012)        (5,500)
  (Increase) in inventories                                        (8,603)            --
  (Increase) decrease in other assets                              (5,158)       (10,737)
  Increase in accounts payable                                     48,728         (3,381)
  Increase in royalties payable                                   195,583             --
  Increase (decrease) in accrued expenses                          20,522          8,100
                                                                ---------      ---------
        Net cash (used in) operating activities                  (235,602)       (80,669)
                                                                ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES
 Acquisition of Equipment                                              --        (46,850)

CASH FLOWS FROM FINANCING ACTIVITIES
 Principal advances on notes payable and long-term debt           249,848        108,793
 Principal repayment of short-term debt                           (48,653)            --
 Sale of common stock                                                  --         45,357
                                                                ---------      ---------
        Net cash (used in) provided by financing activities       201,195        107,300
                                                                ---------      ---------

NET INCREASE (DECREASE) IN CASH                                   (34,407)        26,631
Cash and cash equivalents - beginning of period                    34,657             33
                                                                ---------      ---------
Cash and cash equivalents - end of period                       $     250      $  26,664
                                                                =========      =========
</TABLE>

See accompanying notes to these financial statements

                                       8
<PAGE>
                             OPEN DOOR ONLINE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 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 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 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.  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 SIX MONTHS ENDED JUNE 30, 2000 AND 1999


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 FASB 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.

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

                                       10
<PAGE>
                             OPEN DOOR ONLINE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999


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.

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

Property plant and equipment consist of the following:
                                                               June 30,
                                                       ------------------------
                                                          2000           1999
                                                       ---------      ---------

Production equipment                                   $  99,667      $  99,667
Web site development                                      51,555         51,555
Office equipment, furniture and fixtures                  24,638         24,638
Leasehold improvements                                    13,605         12,605
                                                       ---------      ---------
                                                         189,465        188,465
Less accumulated depreciation and amortization           (67,018)       (11,321)
                                                       ---------      ---------
                                                       $ 122,447      $ 177,144
                                                       =========      =========

                                       11
<PAGE>
                             OPEN DOOR ONLINE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 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:

                                                                June 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.

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 the 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

                                       12
<PAGE>
                             OPEN DOOR ONLINE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999


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 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 June 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 June 30, 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 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. 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.  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 - RESTATEMENT OF CHANGE IN ACCOUNTING

The Company has restated  herein the application of APBO 16 to reflect the value
of the music  library based on the fair market value of the stock issued for the
acquisition  of Genesis  rather than the fair market value of the music library.
This change had the effect of reducing the music  library and paid in capital by
approximately $3,953,995.

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

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND JUNE 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 353% to $405,450 for the quarter ending June 30, 2000
from  $1,143 in the  comparative  quarterly  period  ended  June 30,  1999.  The
majority of the sales  increase was directly  attributable  to the operations of
the  distribution  contracts  that  increased  $237,200 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  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 June 30, 2000  increased  $121,595,  a 187% increase
over the  comparative  quarter ending June 30, 1999, all of these costs were for
artist  royalties  except for $1,699 sold from  inventory  of artists  with only
distribution   contracts.   The  remainder  of  the  increase  was  from  studio
operations,  which resulted in $7,800 of cost. 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.

         Expenses of $ 0 were  incurred  for the  quarter  ended June 30, 2000 a
decrease of 100% over the $8,221expended in the prior comparative  quarter ended
June 30, 1999. This decrease 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  $9,000 to the  expenses for the quarter  ended June 30,
2000 an increase of 73%. Site maintenance in the quarter ended June 30, 1999 was
$5,040.

BAD DEBT EXPENSE

         Bad debt expense  increased  to $24,094 for the quarter  ended June 30,
2000 a 100% increase over the corresponding quarter in 1999.

                                       14
<PAGE>
GENERAL AND ADMINISTRATIVE

         General and  administrative  expense  consists  primarily  of salaries,
legal and other  administrative  costs,  fees for outside  consultants and other
overhead.  General and administrative expense was $179,712 for the quarter ended
June 30, 2000 an increase of 298% over the $45,122 for the period ended June 30,
1999.  The  increase is directly  attributable  to costs  incurred for legal and
accounting expenses for the filing of the Form-10SB,  which increased these fees
by  approximately  $36,000 for the quarter with the  remainder  attributable  to
wages for management most of which have been accrued.

DEPRECIATION EXPENSE

         Depreciation  and  amortization  expenses rose to $9,578 from $0 in the
quarters  ended June 30, 2000 and June 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 June 30, 2000 was $4,602.
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 SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 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 100% to $831,191 for the six months ended at June 30,
2000 from $1,143 in the  comparative  six-month  period ended June 30, 1999. The
majority of the sales  increase was directly  attributable  to the operations of
the  distribution  contracts,  which accounted for $635,000 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 six 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 six  months  ended  June 30,  2000  increased  $318,187,  a 5,819%
increase over the comparative six months ended June 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.

         Expenses  of $ 3,112 were  incurred  for the six months  ended June 30,
2000 a decrease  of 62% over the $8,221  expended in the prior  comparative  six
months  ended  June 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.

                                       15
<PAGE>
CONSULTING EXPENSES

         Consulting  expenses  for web site  maintenance  and hosting  after the
completion of the initial  development process was completed and consultants who
maintain  the site added  $29,524 to the  expenses for the six months ended June
30, 2000 a decrease of 10%.  Site  maintenance  in the six months ended June 30,
1999 was $14,774.

BAD DEBT EXPENSE

         Bad debt expense  increased  to $26,403 for the quarter  ended June 30,
2000 a 100% increase over the corresponding quarter 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 $288,804 for the
six months ended June 30, 2000 compared to $45,324 in the  corresponding  period
ended June 30, 1999.  The increase is  attributable  to salaries for  management
$187,500,  the majority of which has been accrued,  and  increased  professional
fees of approximately $53,000 which are directly related costs to the filing and
completion of the Form-10SB.

DEPRECIATION EXPENSE

         Depreciation and  amortization  expenses rose to $19,156 from $0 in the
six months ended June 30, 2000 and June 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 six months ended June 30, 2000 was $9,777.
Comparable  interest  costs for the  corresponding  six  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 June 30,  2000 we had a cash  $250.  Sufficient  cash to  finance
operations  for the short term are required.  Historically  we have financed our
operations with short-term convertible debt or through the issuance of equity in
the form of our common  stock.  During the  current six months we issued net new
debt for cash of approximately  $249,848.  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.

         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 our totally
dependent on the success of artists and our forthcoming  Internet sales site and
the affiliation agreements that are associated.

                                       16
<PAGE>
ACCOUNTS RECEIVABLE

         As of June 30, 2000 we had receivables that consisted of the sales from
March 2000 and all of the sales from the second  quarter of 2000. The March 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.  The receivables from the second quarter sales of recordings are not
due to be  received  the third  quarter of 2000 per our  agreement  with Red Eye
Distribution.  We have no  indication  that Red Eye  Distribution  is  unable or
unwilling to pay us for the product shipped.

RECOUPABLE ARTIST ADVANCES

         Our  distribution  agreements  with  artists  require us to pay certain
costs up front for the artist.  These  costs,  depending  on the  contract,  may
include promotion, production,  manufacturing,  advertising, travel, etc. All of
these advances are to be received from the sales of the artist recordings before
any payment to the artist is made.  In some  instances  the artist is to receive
50% of the net  wholesale  price  we  receive,  in  others  only 25% goes to the
artist.  We have no reason to believe  that these  recoupable  costs will not be
received.  In the event that the  artists  music does not sell  successfully  to
recoup  these costs  within six months of the release of the  recording  we will
take a charge to earnings for these costs. 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 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.

                                       17
<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.

                                       18
<PAGE>
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, 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.

                                       19
<PAGE>
                           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

                                       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)


Dated: August 14, 2000                    /s/ David N. DeBaene
                                          -------------------------------------
                                          David N. DeBaene
                                          President and Chief Executive Officer


Dated: August 14, 2000                    /s/ Norman Birmingham
                                          -------------------------------------
                                          Norman Birmingham
                                          Treasurer and Chief Financial Officer

                                       21