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 SEPTEMBER 30, 2001

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

     For the transition period from __________ to __________

                           Commission File No. 0-30584

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

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

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

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

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

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the last practicable date.

Common Stock, $.0001 par value per share, 18,898,628 shares outstanding at
November 15, 2001

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

                                                                            Page
PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

             Balance Sheets as of September 30, 2001                           4

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

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

             Statements of Operations for the nine months ended
             September 30, 2001 and September 30, 2000                         7

             Statements of Cash Flows for the nine months ended
             September 30, 2001 and September 30, 2000                         8

             Notes to Financial Statements                                     9

     Item 2. Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                        13

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings                                                17

     Item 2. Changes in Securities                                            17

     Item 3. Defaults Upon Senior Securities                                  17

     Item 4. Submissions of Matters to a Vote of Security Holders             17

     Item 5. Other Information                                                17

     Item 6. Exhibits and Reports on Form 8-K                                 18

                                        2
<PAGE>
FORWARD LOOKING STATEMENTS

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

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

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

                                       3
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             OPEN DOOR ONLINE, INC.
                                 BALANCE SHEETS
                                   (UNAUDITED)

                                                                   September 30,
                                                                       2001
                                                                   ------------
ASSETS
Current Assets:
  Cash and cash equivalents                                        $          0
  Accounts receivable, net of allowance$ 26,901                          79,873
  Inventories                                                             8,603
  Recoupable artist advances                                            104,535
  Other current assets                                                    2,000
  Loans receivable                                                        5,624
                                                                   ------------
     Total current assets                                               200,635

  Property and equipment, net                                            53,358
  Web site development, net                                              44,340
  Music library                                                      10,255,005
                                                                   ------------

  TOTAL ASSETS                                                     $ 10,553,338
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current liabilities:
  Current portion of long-term debt                                $     75,000
  Accounts payable and accrued expenses                                 506,607
  Accrued payroll                                                       230,769
  Reserve for discontinued operations                                   500,000
  Short-term notes payable                                              249,503
  Accrued royalties                                                      22,653
  Accrued interest on notes payable                                      49,107
                                                                   ------------
     Total current liabilities                                        1,633,639

Long-term debt, net of current portion                                  152,135
                                                                   ------------

Total liabilities                                                     1,785,774
Stockholders' equity:

Common stock, $.0001 par value; authorized, 50,000,000
  shares; issued and outstanding, 18,898,628 shares at
  September 30, 2001                                                      1,889
Additional paid-in capital                                           10,732,284
Accumulated deficit                                                  (1,966,609)
                                                                   ------------

     Total Stockholders' equity                                       8,767,564
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $ 10,553,338
                                                                   ============

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

                                               September 30,       September 30,
                                                   2001                2000
                                               ------------        ------------
Revenues
Net sales                                      $     (3,125)       $    (23,364)
Cost of sales                                             0              (9,123)
                                               ------------        ------------
Gross profit                                         (3,125)            (14,241)

Operating Expenses:
Payroll and payroll taxes                            23,750              92,920
Consulting Expenses                                                      57,636
Depreciation and amortization                        10,429               9,578
Professional fees                                   151,567
Supplies                                                                  7,337
Telephone                                             1,608               3,042
Travel and entertainment                              4,489              14,192
Other                                                13,772              10,511
                                               ------------        ------------
     Total operating expenses                       205,615             195,216

     Operating income (loss)                       (208,740)           (209,457)
Interest income (expense)                           (13,287)             (6,332)
                                               ------------        ------------
NET INCOME (LOSS)
                                               $   (222,027)       $   (215,789)
                                               ============        ============
Net loss per common share                      $      (0.14)       $      (0.21)
                                               ============        ============
Weighted average number of common shares
  outstanding                                    15,664,551          10,446,347
                                               ============        ============

              See accompanying notes to these financial statements

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

<TABLE>
<CAPTION>
                                                                     September 30,    September 30,
                                                                         2001             2000
                                                                     -------------    -------------
<S>                                                                    <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss)                                                      $(222,027)       $(215,789)
Adjustments to reconcile net income (loss) to net cash (used in)
operating activities:
  Common stock issued for services                                       142,000          142,000
  Depreciation and amortization                                           10,429            9,578
                                                                       ---------        ---------
Changes in cash flows provided (used in) operating activities            (69,598)        (206,211)

Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable                              23,125          112,186
  (Increase) decrease in loans receivable                                 (4,265)           3,788
  (Increase) decrease in inventories
  (Increase) decrease in other assets                                      6,044
  Increase (decrease) in accounts payable                                (56,807)
  Increase (decrease) in royalties payable                                38,397             (364)
  Increase (decrease) in accrued expenses                                  7,854            4,408
                                                                       ---------        ---------
  Net cash (used in) operating activities                                 (4,487)        (136,956)
                                                                       ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of web site                                                (17,983)

CASH FLOWS FROM FINANCING ACTIVITIES
  Principal advances on notes payable and long-term debt                   4,487          154,689
  Principal repayment of short-term debt
  Sale of common stock                                                        --               --
                                                                       ---------        ---------
Net cash (used in) provided by financing activities                        4,487          154,689
                                                                       ---------        ---------

NET INCREASE (DECREASE) IN CASH                                                0             (250)

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

              See accompanying notes to these financial statements

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

                                               September 30,       September 30,
                                                   2001                2000
                                               ------------        ------------
Revenues:
Net sales                                      $     (8,882)       $    570,125
Cost of sales                                             0             319,364
                                               ------------        ------------
Gross profit                                         (8,882)            250,761

Operating Expenses:
Payroll and payroll taxes                            47,500             289,470
Selling expenses
Bad Debt expense                                     26,403              26,403
Consulting expenses                                  76,348
Depreciation and amortization                        31,287              28,735
Professional fees                                   228,466              65,674
Rent                                                  9,600
Supplies                                              9,327
Telephone                                             2,967               6,549
Travel and entertainment                              4,489              32,181
Other                                                68,309              37,330
                                               ------------        ------------
     Total operating expenses                       409,421             581,617

     Operating income (loss)                       (418,303)            (82,856)
Interest income (expense)                           (41,723)            (16,108)
                                               ------------        ------------
NET INCOME (LOSS)                              $   (460,026)       $   (346,964)
                                               ============        ============

Net loss per common share                      $      (0.03)       $      (0.03)
                                               ============        ============
Weighted average number of common shares
  outstanding                                    15,664,551          10,446,347
                                               ============        ============

See accompanying notes to these financial statements

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

<TABLE>
<CAPTION>
                                                                  September 30,    September 30,
                                                                      2001             2000
                                                                  -------------    -------------
<S>                                                                 <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss)                                                   $(468,908)       $(346,964)
Adjustments to reconcile net (loss) to net cash (used in)
operating activities:
  Common stock issued for services                                    420,989
  Depreciation and amortization                                        31,287           28,735
                                                                    ---------        ---------
Changes in cash flows provided (used in) operating activities         (16,632)        (318,229)

Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable                           27,731         (153,322)
  (Increase) decrease in loans receivable                              (4,265)          24,762
  (Increase) in inventories                                                             (8,603)
  (Increase) decrease in other assets                                  (2,000)
  Increase in accounts payable                                         92,238              931
  Increase in royalties payable                                                        195,583
  Increase (decrease) in accrued expenses                              13,736           10,770
                                                                    ---------        ---------
  Net cash (used in) operating activities                             110,808         (248,108)
                                                                    ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of equipment                                             (6,000)         (18,626)

CASH FLOWS FROM FINANCING ACTIVITIES
  Principal advances on notes payable and long-term debt               70,503          305,980
  Principal repayment of short-term debt                             (183,476)         (73,653)
  Sale of common stock                                                     --               --
                                                                    ---------        ---------
Net cash (used in) provided by financing activities                  (113,573)         213,701
                                                                    ---------        ---------

NET INCREASE (DECREASE) IN CASH                                        (2,765)         (34,407)
Cash and cash equivalents - beginning of period                         2,765           34,657
                                                                    ---------        ---------
Cash and cash equivalents - end of period                           $       0        $     250
                                                                    =========        =========
</TABLE>

See accompanying notes to these financial statements

                                       8
<PAGE>
                             Open Door Online, Inc.
                          Notes to Financial Statements
              for the Nine months Ended September 30, 2001 and 2000


NOTE 1 - ORGANIZATION

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

In June 2000, Open Door entered into a stock exchange agreement with Genesis
Media Group, Inc. ("Genesis") accounted for as a reverse acquisition whereby all
of Open Door's outstanding stock would be acquired in exchange for stock of
Genesis. On an aggregate basis, Genesis shareholders received 0.0333 shares of
the Company for each share of Genesis common stock. In addition, the agreement
provides for the resignation of management and directors of Genesis and the
appointment of directors and executives selected by Open Door. This agreement
was completed as of September 30, 2000, whereupon the resulting entity changed
its name to Open Door Online, Inc. (the "Company") and state of incorporation to
New Jersey. The combination of Open Door with Genesis was accounted for as a
tax-free exchange under the Internal Revenue Code.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Line of Business

The business of the Company to date has derived revenue from providing
promotion, production and studio recording services to music artists. The
Company also has artist distribution contracts for the sale of recorded music
for which the Company receives up to 75% of the wholesale price of each
recording sold. During this fiscal little product has been shipped and more
product from prior shipments has been returned.

The Company is in the process of developing an internet presence for the sales
and marketing of music and related products through the internet and expanding
its promotion, production and recording services to the entertainment and music
markets. Delays have been incurred for the production of revenue from the sight
due to lack of capital directly related to the cost of ongoing litigation with
prior officers of the Company.

Revenue Recognition

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. No sales this year.

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

Artist Distribution Agreements

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

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

Equipment and Depreciation

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

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

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Master Music Library

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

Comprehensive Net Loss

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

Contingent Liabilities

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

NOTE 3 - PROPERTY AND EQUIPMENT

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

Property plant and equipment consist of the following:

                                                           September 30,
                                                     --------------------------
                                                       2001             2000
                                                     ---------        ---------
Production equipment                                 $ 124,305        $ 124,305
Web site development                                    63,255           57,836
Office equipment, furniture and fixtures                10,375            3,019
Intellectual property                                    6,000
                                                     ---------        ---------
                                                       203,935          185,160
Less accumulated depreciation and amortization        (106,231)         (64,508)
                                                     ---------        ---------
                                                     $  97,704        $ 120,652
                                                     =========        =========

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


NOTE 4 - STOCK TRANSACTIONS - RELATED PARTY

During 1998 and 2000, 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, 2000, 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, 2001 Mr. DeBaene was granted a
option to convert debt owed to him into common shares at a conversion price
equal to the average of the closing bid price for the twenty trading days prior
to the date of the request for conversion. The closing bid price on the date of
the grant was $0.31. The option could be exercised immediately requiring a
calculation to identify any possible accounting charge for a beneficial
conversion. The calculation requires the identification of the average closing
bid price for the twenty trading days immediately preceding January 12, 2001,
which was $0.33 or $0.02 higher than the closing bid price on the grant date
indicating no beneficial conversion charge required. On March 7, 2001, Mr.
DeBaene converted $474,895 of this debt into 1,158,280 shares based on the
average closing bid price of our Common Stock over the twenty-day period
preceding the conversion at a value of $0.41. Mr. DeBaene is the only recipient
of all shares related to the conversion.

August 8, 2001 Mr. DeBaene converted $47,500 of accrued payroll to 351,000
common shares at $0.135 per share.

NOTE 5 - 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, 2000 were adjusted to reflect
the business combination and to give effect to the one for thirty reverse split
of the Genesis shares as of September 30, 2000 retroactive to January 1, 2000 in
accordance with FASB Statement No. 128. The Company issued a total of 8,181,665
shares for former Open Door Records, Inc. holders and to promoters and sponsors
of the transaction. The outstanding stock of the Company was 11,291,465 shares
and 7,000,000 shares at September 30, 2000 and 1999, respectively.

NOTE 6 - EARNINGS PER COMMON SHARE

Earnings per share of common stock have been computed based on the weighted
average number of shares outstanding. The weighted average number of shares used
to compute the earnings per share at September 30, 2001 was 15,664,551 as
compared to 10,446,347 at September 30, 2000.

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


NOTE 7 - RECENT EVENTS

Negotiations for various acquisitions have ceased during the quarter directly in
relation to the ongoing litigation between the Company and prior officers.

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

     RESULTS OF OPERATIONS

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

     SALES

     Sales consisted primarily of revenues derived from shipments of recorded
music related to various distribution contracts for CD's by our distribution
division, Open Door Records, and from the commercial operations of Open Door
Studios. Sales for the quarter ending September 30, 2001 were $(3,125) an
increase from the $(23,364) in the comparative quarterly period ended September
30, 2000. The majority of the sales increase was directly attributable to lower
returns from overstocked retailers, the Company had set aside an adequate
reserve for these returns.

     COST OF SALES

     Cost of Sales are normally primarily represented by CD and fulfillment
operations and artist record promotions and royalties plus studio engineering
cost. All costs for shipments this quarter were of products we paid for but
which have been recouped from the royalties of the artists. The artist royalties
were not recouped in the quarter ended September 30, 2001 resulting in no cost
of goods. The cost of goods sold $(9,123) for the quarter ended September 30,
2000 was directly related to the cost of the returned items and their respective
royalties.

     SALES AND MARKETING EXPENSE

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

     Expenses of $ 0 were incurred for the quarter ended September 30, 2001 and
September 30, 2000.

     CONSULTING EXPENSES

     Consulting expenses for web site maintenance and hosting after the
completion of the initial development process was completed and consultants who
maintain the site added $0 for the quarter ended September 30, 2001 as compared
to $57,636 to the expenses for the quarter ended September 30, 2000.

                                       13
<PAGE>
     BAD DEBT EXPENSE

     Bad debt expense decreased to $0 for the quarter ended September 30, 2001
and was also $0 for the quarter ended September 30, 2000. This cost is directly
related to the reserve set aside for returns, because there were negative sales
for the quarter no reserve was set aside.

     GENERAL AND ADMINISTRATIVE

     General and administrative expense consists primarily of salaries, legal
and other administrative costs, fees for outside professionals and other
overhead. General and administrative expense was $195,186 for the quarter ended
September 30, 2001 an increase of 54.7% over the $128,002 for the period ended
September 30, 2000. The increase is directly attributable to legal fees of
$146,567 that were offset by a reduction in payroll of $69,170 for management.

     DEPRECIATION EXPENSE

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

     INTEREST EXPENSE

     Net interest expense for the quarter ended September 30, 2001 was $13,287.
Comparable interest costs for the corresponding quarter ended 2000 was $6,332.
This increase was caused by the increase in borrowing for short-term debt.
Interest costs may increase in future periods as the Company expands through a
combination of debt and equity offerings.

For the nine months ended September 30, 2001 and September 30, 2000.

     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 were $(8,882) for the nine months ended at September 30, 2001 from
$570,125 in the comparative nine months ended September 30, 2000. The majority
of the sales decrease was directly attributable to the operations to the lack of
capital available to sign, promote or distribute artists.

     COST OF SALES

     Cost of Sales are normally primarily represented by CD and fulfillment
operations and artist record promotions and royalties plus studio engineering
cost. All costs for shipments this nine months were of products we paid for but
which are recoupable from the royalties of the artists and therefore carried as
a receivable. The artist royalties were the only costs this period. The Cost of
Sales for the nine months ended September 30, 2001 were $0, compared to $319,364
in the nine months ended September 30, 2000, all of these costs were for artist
royalties except for $12,800 for studio operations in the period ended September
30, 2000.

                                       14
<PAGE>
     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 nine months ended September 30, 2001
and September 30, 2000.

     CONSULTING EXPENSES

     Consulting expenses for web site maintenance and hosting after the
completion of the initial development process was completed and consultants who
maintain the site added $0 to the expenses for the nine months ended September
30, 2001. Site maintenance in the nine months ended September 30, 2000 was
$32,554.

     BAD DEBT EXPENSE

     Bad debt expense remained constant at $26,403 for the nine months ended
September 30, 2001.

     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 $378,134 for the nine months ended
September 30, 2001 compared to $491,623 in the corresponding period ended
September 30, 2000. The decrease is attributable to reduced salaries for
management of $241,970, the majority of which has been accrued, and increased
professional fees of approximately $162,792 which are directly related costs to
the ongoing litigation.

     DEPRECIATION EXPENSE

     Depreciation and amortization expenses rose to $31,287 from $28,735 in the
nine months ended September 30, 2001 and September 30, 2000, respectively. The
increase is attributed to the full utilization of all equipment and the web
site.

     INTEREST EXPENSE

     Net interest expense for the nine months ended September 30, 2001 was
$41,723 Comparable interest costs for the corresponding nine months ended 2000
was $16,108. This increase was caused by the increase in outstanding short-term
debt over the comparative period.

     LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 2001 we had $0 cash. Sufficient cash to finance
operations for the short term are required. Historically we have financed our
operations with short-term convertible debt or through the issuance of equity in
the form of our common stock. During the current nine months we issued repaid
certain debt in the amount of $107,573 primarily through the issuance of common
stock. Significant increases in capital will be required to fund our aggressive
business plan and support the manufacturing and distribution requirements of our
current distribution plans. 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.

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

     ACCOUNTS RECEIVABLE

     As of September 30, 2001 we had receivables that consisted of all prior
remaining sales from June 2001 and all of the sales from the third quarter of
2001 offset by all the net returns from the periods. Contact has been made with
the distributor in an attempt to receive payment for all outstanding receivables
per our contract terms.

     RECOUPABLE ARTIST ADVANCES

     Our distribution agreements with artists require us to pay certain costs up
front for the artist. These costs, depending on the contract, may include
promotion, production, manufacturing, advertising, travel, etc. All of these
advances are to be received from the sales of the artist recordings before any
payment to the artist is made. In some instances the artist is to receive 50% of
the net wholesale price we receive, in others only 25% goes to the artist. We
have no reason to believe that these recoupable costs will not be received. In
the event that the artists' music does not sell successfully to recoup these
costs within nine months of the release of the recording we will take a charge
to earnings for these costs. This account contains four artists at this time
with the majority being from Jeru whose latest release on February 22, 2001 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 2001. The other artist
will be slower to recoup but only account for $10,277 of the total. The Company
will not advance more than $20,000 in costs for any given artist unless the
pre-orders for the artists' next release exceed this amount. At no time will the
Company advance costs that exceed the amount recoupable from the pre-orders plus
$20,000. This method is in compliance with FASB Statement No. 50 paragraph 10
relating advances against future royalties.

     CONTINGENT LIABILITIES

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

     OPERATIONS

     Open Door Online, Inc. is restructuring operations in expectation of the
conclusion of litigation with prior officers.

     FUTURE PLAN OF OPERATION

     Open Door Online, Inc. is currently developing a marketing and distribution
plan to sell compilations of pre recorded music from its library and is actively
seeking synergistic businesses to join as members of holding company for music
and entertainment marketing, development and sales operations.

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                           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.

     All judgements entered to date are expected to offset previously recorded
allowances or be recouped from the parties responsible for the various
litigation.

ITEM 2. CHANGES IN SECURITIES

     None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None

ITEM 5. OTHER INFORMATION

     None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     None

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                                   SIGNATURES

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


                                        OPEN DOOR ONLINE, INC.
                                        (Registrant)


                                        /s/ David N. DeBaene
                                        ----------------------------------------
Dated: November 19, 2001                David N. DeBaene
                                        President and Chief Executive Officer


                                        /s/ Norman Birmingham
                                        ----------------------------------------
Dated: November 19, 2001                Norman Birmingham
                                        Chief Financial Officer

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