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

                                   FORM 10-QSB

     |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  for the quarterly period ended June 30, 2002

                                       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 October 3, 2002 was
23,974,714.


<PAGE>
                                     PART I

ITEM  1.  FINANCIAL  STATEMENTS.


                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
================================================================================

<TABLE>
<CAPTION>

                                                     June  30,   December  31,
                                                        2002       2001
                                                    (Unaudited)  (Audited)
                           ASSETS
CURRENT ASSETS:

Cash
<S>                                                    <C>        <C>
                                                       $ 36,532   $ 43,468
  Accounts receivable                                         -      1,477
  Inventories                                                 -     32,105
  Notes receivable                                            -          -
                                                     ----------- ----------
          TOTAL CURRENT ASSETS                           36,532     77,050
                                                     ----------- ----------


Property and equipment, net of accumulated
  depreciation of $18,730 in 2002 and $17,178 in 2001       349      1,901
                                                     ----------- ----------

OTHER ASSETS:
  Intangible assets, net of accumulated amortization
   of $1,216,750 in 2002 and $1,100,450 in 2001               -    116,290
  Video costs                                           262,583    262,583
  Officer loan receivable                               230,502    311,304
                                                     ----------- ----------
          TOTAL OTHER ASSETS                            493,085    690,177
                                                     ----------- ----------


TOTAL ASSETS                                           $529,966   $769,128
                                                     =========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accrued expenses                                     $      -   $      -
  Note payable, current portion of long-term debt       230,000    230,000
                                                     ----------- ----------

          TOTAL CURRENT LIABILITIES                     230,000    230,000
                                                     ----------- ----------

LONG-TERM DEBT                                          310,000    285,000
                                                     ----------- ----------

TOTAL STOCKHOLDERS' DEFICIENCY                          (10,034)   254,128
                                                     ----------- ----------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $529,966   $769,128
                                                     =========== ==========

</TABLE>

                        See notes to financial statements
                                      FS-1

<PAGE>

                    MILLENNIUM DIRECT, INC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
================================================================================

                                       SIX  MONTHS  ENDED
                                             JUNE  30,
                                          2002        2001

SALES                                    $10,469     $14,630

COST OF GOODS SOLD                         8,230      11,955
                                       ----------  ----------


GROSS PROFIT                               2,238       2,675
                                       ----------  ----------


COSTS AND EXPENSES:
  Selling and marketing expenses          38,977      32,175
  General and administrative expenses    253,642     337,585
                                       ----------  ----------

TOTAL COSTS AND EXPENSES                 292,619     369,760
                                       ----------  ----------


NET LOSS                               $(282,150)  $(357,805)
                                       ==========  ==========



BASIC LOSS PER SHARE                   $    (.01)  $    (.02)
                                       ==========  ==========

DILUTED LOSS PER SHARE                 $    (.01)  $    (.02)
                                       ==========  ==========


                        See notes to financial statements
                                       FS-2

<PAGE>
                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
================================================================================




                               THREE  MONTHS  ENDED
                                    JUNE  30,
                                2002       2001

SALES                           $5,666     $6,001
                              ---------  ---------

COST OF GOODS SOLD               4,448      3,909
                              ---------  ---------



GROSS PROFIT                     1,218      2,092
                              ---------  ---------



COSTS AND EXPENSES:

  SELLING AND MARKETING          1,030        787
  GENERAL AND ADMINISTRATIVE    82,122     28,489
                              ---------  ---------

TOTAL COSTS AND EXPENSES        83,152     29,276
                              ---------  ---------


NET LOSS                      $(81,934)  $(27,184)
                              =========  =========


           See notes to financial statements
                         FS-3

<PAGE>


                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                         SIX MONTHS ENDED JUNE 30, 2002
                                   (UNAUDITED)
================================================================================


OPERATING ACTIVITIES:

NET LOSS                                        $(282,150)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET
 CASH USED IN OPERATING ACTIVITIES
       DEPRECIATION AND AMORTIZATION              117,843
  CHANGES IN OPERATING ASSETS AND LIABILITIES:
       ACCOUNTS RECEIVABLE                          1,477
       INVENTORIES                                 32,105
                                                ----------


NET CASH USED IN OPERATING ACTIVITIES           $(130,725)
                                                ----------




FINANCING ACTIVITIES:
  PROCEEDS FROM SALE OF COMMON STOCK               30,000
 DECREASE IN NOTES RECEIVABLE-STOCKHOLDER          80,801
 INCREASE IN LONG TERM DEBT                        25,000
                                                ----------

NET CASH USED IN FINANCING ACTIVITIES           $ 135,801
                                                ----------



DECREASE IN CASH                                $  (6,936)

CASH - BEGINNING OF PERIOD                         43,468
                                                ----------

CASH - END OF PERIOD                            $  36,532
                                                ==========
================================================================================

                        SEE NOTES TO FINANCIAL STATEMENTS
                                       FS-4

<PAGE>

                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                  (UNAUDITED)
================================================================================

1     FINANCIAL  STATEMENT

The  balance sheet at the end of the preceding year was derived from the audited
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  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  financial  statements  of Millennium Direct, Inc. 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 SIX MONTHS ENDED JUNE 30, 2002 COMPARED WITH
THE  SIX  MONTHS  ENDED  JUNE  30,  2001


Results  of  Operations

Millennium  recorded  $10,469 in sales for the six months ended June 30, 2002 as
compared  with  sales  of  $  14,630  for the previous six months.  Millennium's
gross  profit  for  these  six  months  was  $2,238  and  $2,675,  respectively.
Operating  expenses  for  the  six  months  ended June30, 2002 were $292,619 and
$369,760 for the six months ended June30, 2001.  The decreased expenses were the
result  of  a  decrease  in professional fees and advertising expenses incurred.
The  significant  items  included in operating expenses for the six months ended
June  30,  2002  and  2001  are  as  follows:

  EXPENSE  DESCRIPTION         JUNE  30,  2002     JUNE  31,  2001
  Advertising                        $38,997          $73,068
  DEPRECIATION AND AMORTIZATION      117,843          136,044
  PROFESSIONAL FEES                   15,532           33,000
  TRAVEL AND TRADE SHOWS              39,241           28,308


     As  a  result, the net loss  was $282,150 for the six months ended June 30,
2002 compared with a loss of $357,805 for the six months ended June 30, 2001. As
of  June  30,  2002  Millennium  had  stockholders'  deficiency of $(10,034) and
stockholders'  equity  of  $254,128  for  June  30,  2001.  The  changes  in the
stockholders  equity  were  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-5


<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-6

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

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO THE SIX
MONTHS  ENDED  JUNE  30,  2001

Net  sales,  which  are  solely  attributable to residual sales of our skin care
products  from  previous campaigns totaled $10,469 for the six months ended June
30,  2002;  a  decrease of $4,161 from $14,630 for the six months ended June 31,
2001  or 28%.  This decrease is attributable to the lack of any active marketing
campaign  for  our  TheraCel  products.

Cost of sales totaled $8,230 for the six months ended June 30, 2002; an decrease
of $3,725 from $11,955 for the six months ended June 30, 2001.  This decrease is
primarily the result of the corresponding decrease in sales during the periods.

Operating  expenses decreased by approximately $77,150 to approximately $292,600
during the six months ended June 30, 2002 from $369,760 for the six months ended
June  30, 2001 or approximately 21%. This decrease was primarily attributable to
decreases  in  expenditures  for  consulting  and  professional  fees  and other
operating  expenses.

Selling  and  marketing expenses increased approximately $6,800 to approximately
$39,000  during  the six months ended June 30, 2002 as compared to approximately
$32,000 during the six months ended June 30, 2001.  This increase was the result
of negotiations with several marketing companies to establish the terms of a new
marketing  agreement.

General  and administrative expenses decreased approximately $83,940 to $253,642
during the six months ended June 30, 2002 as compared to $337,585 during the six
months  ended  June  30,  2001.  This  decrease  was  the result of decreases in
accounting  and  legal  fees.

As  a  result of the above, the Company's net loss for the six months ended June
30,  2002  totaled $282,150 or $.01 per share compared to a net loss of $357,805
or  $.02  per  share  for  the  six  months  ended  June  30,  2001.

RESULTS  OF  OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THE
THREE  MONTHS  ENDED  JUNE  30,  2001

Net  sales,  which  are  solely  attributable to residual sales of our skin care
products  from previous campaigns totaled $5,666 for the three months ended June
30,  2002;  a  decrease  of $335 from $6,001 for the three months ended June 31,
2001  or  5.6%.  This  decrease  is attributable to the reasons described in the
six-month  comparison.

Operating  expenses  increased  by  approximately  $50,000 to $83,152 during the
three months ended June 30, 2002 from approximately $29,280 for the three months
ended  June  30,  2001  or  66.3%.  This  increase  was  primarily the result of
increased  professional  and  consulting  fees.

Cost  of  sales  totaled  $4,448  for  the  three months ended June 30, 2002; an
increase  of  $539  from  $3,909 for the three months ended June 30, 2001.  This
increase  was  attributable to an icrease in the cost of the materials purchased
during  the  period.

Selling  and marketing expenses increased $243 to $1,030 during the three months
ended  June  30, 2002 as compared to $787 during the three months ended June 30,
2001.  This  increase  is  attributable to the reason described in the six-month
comparison.

General  and administrative expenses increased approximately $54,000 or 66.8% to
$82,122  during  the  three  months  ended  June 30, 2002 as compared to $28,489
during  the  three months ended June 30, 2001.  The increase is due primarily to
and  increase  in  professional  and  consulting  fees.

As a result of the above, the Company's net loss for the three months ended June
30,  2002 totaled $81,934 compared to a net loss of $27,184 for the three months
ended  June  30,  2001.


               FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCE

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
June  30,  2002,  we  had a working capital deficit (current assets less current
liabilities)  of  approximately $193,468.  We believe we can continue operations

<PAGE>

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.
To  enable  us  to  meet  a  portion  of our obligations as they become due, our
Chairman and our CEO have both agreed to allow the Company to defer compensation
pursuant  to  their  employment  agreements  of  approximately  $110,000, in the
aggregate,  that  will  accrue  in  2002  until  after  December  31,  2002.

Prior  to  the roll-out of the TheraCel product we do not need very much capital
because  pursuant  to our agreement with Impact, Impact has agreed to advance us
the  funds  necessary  to  pay  for  the  costs  associated with the production,
distribution  and  marketing of the TheraCel product.  Impact will be reimbursed
for  these  payments  from a merchant account into which all revenues earned and
received  from  the sale of the product will be deposited.  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.

          There  are  no  reportable  events  relating  to  this  item.

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.

          None.

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:
          None.


<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 June 30, 2002, 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






<PAGE>