<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB/A

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  for the quarterly period ended March 31, 2001

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         Commission file number 0-30661

                             MILLENNIUM DIRECT, INC.


        (Exact name of Small Business Issuer as specified in its charter)


           Delaware                                         13-3786306
-------------------------------                      -----------------------
(State  or  other  jurisdiction  of                  (IRS Employer I.D. No.)
 incorporation  or  organization)



                    270 Larch Lane, Mahwah, New Jersey 07430
                    (Address of principal executive offices)

                                 (201) 379-7661

                (Issuer's telephone number, including area code)

Check  whether the Issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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

The  number  of  shares  of  common  stock  outstanding as of March 31, 2001 was
22,812,624.


<PAGE>


                                     PART I

Item  1.  Financial  Statements.




                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
================================================================================
<TABLE>
<CAPTION>
                                                        March 31,    December 31,
                                                          2001          2000
                                                       (Unaudited)   (Audited)
                                     ASSETS

<S>                                                        <C>          <C>
CURRENT ASSETS:
  Cash                                                    $ 135,511  $   371,144
  Accounts receivable                                         8,629            -
                                                                  -            -
                                                        -----------  -----------
          TOTAL CURRENT ASSETS                              144,140      371,144
                                                        -----------  -----------

Property and equipment, net of accumulated
  depreciation of $14,496 in 2001 and $10,739 in 2001         4,384        5,004
                                                        -----------  -----------

OTHER ASSETS:
  Intangible assets, net of accumulated amortization
   of $898,252 in 2001 and $587,500 in 2001                 318,458      385,900
  Video costs                                               262,582      262,583
  Officer loan receivable                                   361,455      352,114
                                                        -----------  -----------
          TOTAL OTHER ASSETS                                942,495    1,100,597
                                                        -----------  -----------

TOTAL ASSETS                                            $ 1,091,019  $ 1,376,745
                                                        ===========  ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accrued expenses                                      $    92,019  $    79,800
  Note payable, current portion of long-term debt           230,000      230,000
                                                        -----------  -----------
          TOTAL CURRENT LIABILITIES                         322,019      309,800
                                                        -----------  -----------

LONG-TERM DEBT                                              285,000      285,000
                                                        -----------  -----------
TOTAL STOCKHOLDERS' EQUITY                                  484,000      781,945
                                                        -----------  -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $ 1,091,019  $ 1,376,745
                                                        ===========  ===========

================================================================================

</TABLE>
                        See notes to financial statements
                                      FS-1
<PAGE>
                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
===============================================================================
<TABLE>
<CAPTION>
<S>                                                                      <C>      <C>
                                                                          THREE MONTHS ENDED
                                                                             MARCH 31,
                                                                           2001         2000


SALES                                                                    $8,629       $   -


COST OF GOODS SOLD                                                        5,766           -
                                                                      ---------    ---------


GROSS PROFIT                                                              2,863           -
                                                                      ---------    ---------



COSTS AND EXPENSES:
  Selling and marketing expenses                                         31,388       87,240
  General and administrative expenses                                   314,964      304,210
                                                                      ---------    ---------

TOTAL COSTS AND EXPENSES                                                346,489      391,450
                                                                      ---------    ---------


NET LOSS                                                              $(343,489)   $(391,450)
                                                                      ==========   ==========


BASIC LOSS PER SHARE                                                   $   (.04)   $  (0.02)
                                                                       =========   =========

DILUTED LOSS PER SHARE                                                 $   (.04)  $   (0.02)
                                                                       =========   =========
============================================================================================
</TABLE>


                        See notes to financial statements
                                      FS-2
<PAGE>

                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                        THREE MONTHS ENDED MARCH 31, 2001
                                  (Unaudited)
================================================================================



OPERATING ACTIVITIES:
  Net loss                                      $  (343,489)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
       Depreciation and amortization                 68,062
       Common stock issued for services              45,544
  Changes in operating assets and liabilities:
       Accounts receivable                           (8,629)
       Accrued expenses                              12,219
                                                ------------

NET CASH USED IN OPERATING ACTIVITIES            (2,226,293)
                                                ------------


FINANCING ACTIVITIES:
  Increase in notes receivable - stockholder         (9,341)
                                                ------------

NET CASH USED IN FINANCING ACTIVITIES                (9,341)
                                                ------------


DECREASE IN CASH                                   (235,634)

CASH - BEGINNING OF PERIOD                          371,145
                                                ------------

CASH - END OF PERIOD                            $   135,510
                                                ============
================================================================================


                        See notes to financial statements
                                      FS-3


<PAGE>
                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 2001 AND 2001
                                  (Unaudited)
================================================================================


1    CONSOLIDATED  FINANCIAL  STATEMENT

     The consolidated balance sheet at the end of the preceding year was derived
     from  the  audited  consolidated  balance  sheet contained in the Company's
     prior  year-end  financial  statements  and  is  presented  for comparative
     purposes.  All  other  financial  statements  are  unaudited. All unaudited
     amounts  are  subject  to  year-end  adjustments and audit, but the Company
     believes  all  adjustments,  consisting  only  of  normal  and  recurring
     adjustments necessary to present fairly the financial condition, results of
     operations  and  changes  in  cash flows for the interim periods, have been
     made.  The  results  of  operations for interim periods are not necessarily
     indicative  of  the  operating  results  for  the  full  year.

     Footnote  disclosures normally included in financial statements prepared in
     accordance  with generally accepted accounting principles have been omitted
     in  accordance  with  published rules and regulations of the Securities and
     Exchange Commission. These consolidated financial statements should be read
     in  conjunction  with  the  audited  financial statements and notes thereto
     included  in  the  annual  audited financial statements for the most recent
     fiscal  year.

     The  consolidated  financial  statements  of  Millennium  Direct,  Inc. and
     Subsidiaries  are  unaudited and reflect all adjustments, which are, in the
     opinion  of  management, necessary for a fair presentation of the financial
     position  and  operating  results  for  the  interim  period.

2    RESULTS  OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 COMPARED
     WITH  THE  THREE  MONTHS  ENDED  MARCH  31,  2000

     Results  of  Operations

     Millennium  recorded  $8,629  in sales for the three months ended March 31,
     2001,  as compared with no sales for the three months ended March 31, 2000.
     Millennium's  gross  profit  for  these  three  months  was  $2,863 and $0,
     respectively.  Operating expenses for the three months ended March 31, 2001
     were  $314,964  and $391,450 for the three months ended March 31, 2000. The
     decreased  expenses  were  the  result  of  a  decrease  in  consulting and
     professional  fees  incurred.  The  significant items included in operating
     expenses for the three months ended March 31, 2001 and 2001 are as follows:

     EXPENSE  DESCRIPTION           MARCH  31,  2001          MARCH  31,  2000
     Advertising                    $31,388                   $91,135
     Depreciation and amortization   68,062                    32,733
     Consulting fees                 83,442                    64,353
     Professional fees               18,000                    36,565
     Travel and trade shows          24,479                    60,825


     As a result, the net loss was $343,489 for the three months ended March 31,
     2001  compared with a loss of $391,450 for the three months ended March 31,
     2000.  As of March 31, 2001 Millennium had stockholders' equity of $484,000
     and  $1,583,401  for March 31, 2000. The changes in the stockholders equity
     was  the result of additional investments made by shareholders via the sale
     of  common  stock  and  the  issuance  of  stock  to  certain directors and
     consultants  and  reduced  by  the  net  loss.

                                      FS-4

<PAGE>


LIQUIDITY  AND  CAPITAL  RESOURCES

Millennium  has  financed  its  operations  and  met  its  capital  requirements
primarily  through  funds  raised  in  private  placements conducted since 1996.
Beginning  in  1998  with  its  acquisition  of UDL, Millennium has been able to
finance,  in  part, operations from income. The principal uses of operating cash
are  to  further  develop and produce Millennium's children's videos, as well as
its skin care products marketed under the Theracel brand.  Millennium expects to
generate  cash  flow  from  operations  due to the anticipated direct television
marketing  of  it's TheraCel skincare system. The Company may also seek to raise
additional  funds  through  private  placements of equity, debt or a combination
thereof.  In the event that the Company is unable to raise funds through private
placements  or  from operations, Millennium's ability to conduct  its operations
as planned may become uncertain. These sources of funds, as well as Millennium's
existing cash reserves, are projected by management to be sufficient to fund its
operations  during  the next twelve months.  Millennium does not intend to incur
any  substantial  research  and development costs, acquisitions of assets or the
employment  of  additional  persons  during  the  next  twelve  month  period.

                                      FS-5



<PAGE>


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

Result of Operations for the Three Months Ended March 31, 2001 Compared to the
                        Three Months Ended March 31, 2000

Net  sales,  which  are  solely  attributable to residual sales of our skin care
products from previous campaigns totaled $8,629 for the three months ended March
31,  2001,  an  increase  from  $0  for  the  three months ended March 31, 2000.

Cost  of  sales  totaled  $5,766  for  the three months ended March 31, 2001, as
compared to cost of sales of $0 for the three months ended March 31, 2000.  This
increase  is  primarily  the  result  of  the  increase  in  sales.

Operating  expenses decreased by approximately $45,000 to approximately $346,000
during the three months ended March 31, 2001 from approximately $390,000 for the
three  months  ended  March  31, 2000 or approximately 11.5%.  This decrease was
primarily  attributable  to  a  decrease  in  selling  and marketing expenses as
discussed  further  below.

Selling  and marketing expenses decreased approximately $56,000 to approximately
$31,000  during  the  three  months  ended  March  31,  2001  as  compared  to
approximately  $87,000  during  the  three  months  ended  March 31, 2000.  This
decrease was the result of the termination of our relationship with our previous
marketing  companies.

General  and administrative expenses increased approximately $10,700 to $314,964
during  the three months ended March 31, 2001 as compared to $304,210 during the
three months ended March 31, 2001.  This increase was the result of increases in
accounting  and  legal  fees.

As  a  result  of  the  above, the Company's net loss for the three months ended
March  31,  2001  totaled  $343,489  or $.04 per share compared to a net loss of
$391,450  or  $.02  per  share  for  the  three  months  ended  March  31, 2000.

              Financial Condition, Liquidity and Capital Resources

Historically,  we  have  financed  our  working  capital  requirements  through
internally generated funds, the sale of shares of our common stock, and proceeds
from  short-term  borrowings,  convertible  debentures, and notes payable. As of
March  31,  2001,  we had a working capital deficit (current assets less current
liabilities)  of  approximately $177,880.  We believe we can continue operations
for  the  next  twelve  months  solely  with  the  cash  we have on hand and the
continued  repayments  by  the principal shareholders of their loan receivables.
During  the  next  twelve  months,  we expect to continue development of the new
infomercial  for  the  TheraCel  products,  as  well  as continue to develop new
marketing  channels  for  our  line  of  video  products.  We  may seek to issue
corporate  debt  or equity securities in order to meet additional cash needs for
the coming year.  Any debt incurred or issued by us may be secured or unsecured,
fixed or variable rate interest and may be subject to such terms as our board of
directors  deems  prudent.  Any  sales  of  equity securities may be at or below
current  market  rates  for  our  common stock. We expect any proceeds from such
additional  credit  or  sale of securities to be used primarily in the marketing
and  development  of  our  skin  care products and children's videos, and in the
reduction  of  short-term liabilities. No assurance can be given that we will be
successful in generating sufficient capital from new borrowings or from the sale
of  our  securities  to  adequately  fund  our  liquidity  needs.

We  do  not  believe  that  inflation had a significant impact on our results of
operations  for  the  periods  presented.  On  an  ongoing  basis, we attempt to
minimize  any  effects  of  inflation  on  our  operating results by controlling
operating  costs,  and,  whenever possible, seeking to insure that product price
rates  reflect  increases  in  costs  due  to  inflation.


                                     PART II

Item  1.  Legal  Proceedings.

          None.

Item  2.  Changes  in  Securities.

     In January 2001, Millennium issued 600,000 shares to officers and directors
at par value ($.0001 per share), 150,334 shares to certain consultants valued at
$.10 per share in consideration for marketing and computer internet and web-site
consulting  services  rendered,  and  4,952,334  shares of common stock to Ardis
Balis  at  par  value ($.0001 per share) to be in compliance with the terms of a
prior  acquisition  agreement.  All  of  these  transactions  were  exempt  from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act.

<PAGE>


Item  3.  Defaults  Upon  Senior  Securities.

          None.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders.

          There  are  no  reportable  events  relating  to  this  item.

Item  5.  Other  Information.

     Pursuant  to  an  Agreement  and  Plan  of Reorganization (the "Acquisition
Agreement") effective April 3, 2001, the Millennium Direct, Inc.("Millennium" or
the  "Company"),  a Delaware corporation, acquired all the outstanding shares of
common  stock  of  Blue  Capital  Associates  ("Blue  Capital"),  a  Delaware
corporation,  from  the  shareholders thereof in an exchange for an aggregate of
1,162,090  shares  of  common  stock  of  Millennium  (the  "Acquisition").  In
connection  therewith,  Millennium  agreed  to  advance  up  to  $200,000  to  a
shareholder  of  Blue Capital. As of March 31, 2001, $100,000 had been advanced.

     The  Acquisition  was  approved  by  the  unanimous consent of the Board of
Directors  of  Millennium  on  March  15,  2001.  The Acquisition is intended to
qualify  as  a  reorganization within the meaning of Section 368(a)(1)(B) of the
Internal  Revenue  Code  of  1986,  as  amended.

     Upon  effectiveness  of  the  Acquisition, pursuant to Rule 12g-3(a) of the
General  Rules  and  Regulations  of  the  Securities  and  Exchange Commission,
Millennium  elected to become the successor issuer to Blue Capital for reporting
purposes  under  the  Securities Exchange Act of 1934 and elects to report under
the  Act effective April 3, 2001. Millennium filed a report on Form 8-K with the
Commission  on  April  18,  2001.

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

     (A)  Exhibits:

     99.1 Certification  of  George  Balis  pursuant  to  Section 906 of the
          Sarbanes-Oxley  Act  of  2002.

     (B)  Reports  on  Form  8-K:  No  reports on Form 8-K were filed during the
          quarter  for  which  this  report  is  filed.



<PAGE>


                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the  registrant  has  duly  caused this report to be signed on its behalf by the
undersigned  hereunto  duly  authorized.


                                                  MILLENNIUM DIRECT, INC.

Date:  October  22,  2002                         /s/  George  Balis
                                                  ------------------

                                                  George Balis, CEO, Secretary
                                                  and  Principal  Accounting
                                                  Officer

<PAGE>


                                 CERTIFICATIONS


I,  George  Balis,  certify  that:

1.     I  have  reviewed  this  quarterly  report  on  Form 10-QSB of Millennium
Direct,  Inc.;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report.


Date:  October  22,  2002



/s/  George  Balis
------------------
George  Balis
Title:  Chief  Executive  Officer,  Secretary
and  Principal  Accounting  Officer

<PAGE>

EXHIBIT  99.1

                             MILLENNIUM DIRECT, INC.
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with  the  Quarterly  Report  of  Millennium  Direct,  Inc. (the
"Company")  on  Form  10-QSB for the period ending March 31, 2001, as filed with
the  Securities  and  Exchange  Commission on the date hereof (the "Report"), I,
George  Balis,  the Chief Executive Officer, Secretary, and Principal Accounting
Officer  of  the  Company,  hereby  certify,  pursuant to 18 U.S.C. ss. 1350, as
adopted  pursuant  to  ss.  906  of  the  Sarbanes-Oxley  Act  of  2002,  that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the  Securities  Exchange  Act  of  1934;  and

(2)  the  information  contained  in the Report fairly presents, in all material
respects,  the  financial  condition  and  result  of operations of the Company.





                            /s/  George  Balis
                            ------------------
                            George  Balis
                            CEO,  Secretary  and  Principal  Accounting  Officer



October  22,  2002










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