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 September 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 November 15, 2002 was
23,974,714.



<PAGE>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>


                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

                                                         September 30, December 31,
                                                              2002       2001
                                                          (Unaudited)  (Audited)
ASSETS

CURRENT ASSETS:

<S>                                                       <C>          <C>
Cash                                                      $   5,767    $  43,468
Accounts Receivable                                           1,477        1,477
Inventories                                                    --         32,105
                                                          ---------    ---------
TOTAL CURRENT ASSETS                                          7,244       77,050
                                                          ---------    ---------


Property and equipment, net of accumulated
     depreciation of $19,079 and $17,178                       --          1,901
                                                          ---------    ---------


OTHER ASSETS:

Intangible assets, net of accumulated amortization
    of $1,216,750 and $1,100,450                               --        116,290
Video Cost                                                  262,583      262,583
Officer loan receivable                                     176,866      311,304
                                                          ---------    ---------

TOTAL OTHER ASSETS                                          439,449      690,177
                                                          ---------    ---------

                                                          $ 446,693    $ 769,128
                                                          =========    =========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Vendor Deposit                                            $  30,000    $    --
Note payable, current portion of long-term debt             230,000      230,000
                                                          ---------    ---------

TOTAL CURRENT LIABILITIES                                   260,000      230,000
                                                          ---------    ---------


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


TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                    (123,307)     254,128
                                                          ---------    ---------

                                                          $ 446,693    $ 769,128
                                                          =========    =========

See notes to financial statements
</TABLE>


                                      FS-1


<PAGE>



<TABLE>
<CAPTION>

                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,


                                                           2002          2001
                                                        (Unaudited)   (Unaudited)

<S>                                                    <C>            <C>
SALES                                                  $  13,397      $  16,540

COST OF SALES                                              9,917         10,282
                                                       ---------      ---------

GROSS PROFIT                                               3,480          6,258
                                                       ---------      ---------



COST AND EXPENSES:
     Selling and marketing expenses                       38,991         36,544
     General and administrative expenses                 341,923        441,204
     Impairment loss                                        --          116,209
                                                       ---------      ---------


TOTAL COST AND EXPENSES                                  380,914        593,957
                                                       ---------      ---------

NET LOSS                                               $(377,435)     $(587,699)
                                                       =========      =========


BASIC LOSS PER SHARE                                   $   (0.02)     $   (0.04)
                                                       =========      =========


DILUTED LOSS PER SHARE                                 $   (0.02)     $   (0.04)
                                                       =========      =========











See notes to financial statements

</TABLE>



                                      FS-2


<PAGE>
<TABLE>
<CAPTION>



                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,


                                                        2002            2001
                                                     (Unaudited)     (Unaudited)

<S>                                                   <C>             <C>
SALES                                                 $   2,928       $   1,910

COST OF SALES                                             1,687             607
                                                      ---------       ---------

GROSS PROFIT                                              1,241           1,303
                                                      ---------       ---------


COST AND EXPENSES
    Selling and marketing expenses                           14           4,369
    General and administrative expenses                  88,281          97,751
     Impairment loss                                       --              --
                                                      ---------       ---------

TOTAL COST AND EXPENSES                                  88,295         102,120
                                                      ---------       ---------


NET LOSS                                              $ (87,055)      $(100,817)
                                                      =========       =========


BASIC LOSS PER SHARE                                  $   (0.00)      $   (0.01)
                                                      =========       =========


DILUTED LOSS PER SHARE                                $   (0.00)      $   (0.01)
                                                      =========       =========








See notes to financial statements


</TABLE>


                                      FS-3


<PAGE>
<TABLE>
<CAPTION>


                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,

                                                           2002          2001
                                                        (Unaudited)  (Unaudited)

<S>                                                      <C>           <C>
NET LOSS                                                 $(377,435)    (587,699)
Adjustments to reconcile net loss to
     net cash used in operating activities:

         Depreciation and amortization                     118,191      203,028

         Common stock issued for services                     --         45,544

Changes in operating assets and liabilities:

        (Increase) Decrease in Accounts receivable            --        (11,090)

        (Increase) Decrease in Inventory                    32,105         --

        Increase (Decrease) in Accrued expenses            (79,800)

        Increase (Decrease) in Vendor deposits             30, 000         --
                                                         ---------    ---------


NET CASH USED IN OPERATING ACTIVITIES                     (197,139)    (430,017)
                                                         ---------    ---------



FINANCING ACTIVITIES:
Decrease (Increase) in notes receivable - stockholder      134,438      (11,096)
                                                                      =========
          Increase in long term debt                        25,000         --

          Issuance of common stock                            --        116,209
                                                         ---------    ---------


NET CASH PROVIDED BY FINANCING ACTIVITIES                  159,438      105,113
                                                         ---------    ---------

INCREASE (DECREASE) IN CASH                                (37,701)    (324,904)

CASH - BEGINNING OF PERIOD                                  43,468      371,144
                                                         ---------    ---------

CASH - END OF PERIOD                                     $   5,767    $  46,240
                                                         =========    =========




See notes to financial statements

</TABLE>

                                      FS-4


<PAGE>

<TABLE>
<CAPTION>


                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                                ADDITIONAL
                                                   COMMON        PAID-IN      ACCUMULATED     SUBSCRIPTION
                                   SHARES          STOCK         CAPITAL        DEFICIT        RECEIVABLE     TOTAL

 BALANCES
<S>                               <C>          <C>            <C>           <C>            <C>            <C>
 DECEMBER 31, 1999                 1,410,264    $       845    $ 2,732,972   $(1,532,997)   $      --      $ 1,200,820

 Net Loss                                                                     (1,192,905)                   (1,192,905)
Common stock issued
 Sales                             8,000,000            400       999, 600                     (437,500)       562,500
Issuance for services              7,692,000            385        211,145                                     211,530
                                 -------------------------------------------------------------------------------------
BALANCES
DECEMBER 31, 2000                 17,102,264          1,630      3,943,717    (2,725,902)      (437,500)       781,945
 NET LOSS                                                                       (665,727)                     (665,727)
 Common stock issued
   Issuance in connection with
   merger                          1,162,000            116        116,093                                     116,209
    Issuance for services          5,702,668            568         21,133                                      21,701
                                  -------------------------------------------------------------------------------------
 BALANCE
 DECEMBER 31, 2001                23,966,932          2,314      4,080,943    (3,391,629)      (437,500)       254,128
NET Loss                                                                        (377,435)                     (377,435)
                                  -------------------------------------------------------------------------------------
 BALANCE
 SEPTEMBER 30, 2002               23,966,932    $     2,314    $ 4,080,943   $(3,769,064)   $  (437,500)   $  (123,307)
                                  ====================================================================================









See notes to financial statements

</TABLE>

                                      FS-5


<PAGE>


                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 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 operation 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.
















                                       F-6

<PAGE>



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

Millennium Direct, Inc. (the "Company") was organized under the laws of the
State of Delaware on September 13, 1994, as Kid Rom Inc. On April 3, 2001, the
Company filed Form 8-K12G-3/A with the Securities and Exchange Commission. This
Form reported the merger of Millennium Direct, Inc. and Blue Capital Associates,
Inc. in a stock for stock exchange. The Company operates in two divisions:

           1.   Skin care products, and
           2.   Entertainment and educational videos.

        Management's discussion and analysis contains various forward-looking
statements. These statements consist of any statement other than a recitation of
historical fact and can be identified by the use of forward-looking terminology
such as "may," "expect," "anticipate," "estimate" or "continue" or use of
negative or other variations or comparable terminology.

        The Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those contained in the forward-looking statements, that these forward-looking
statements are necessarily speculative, and there are certain risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward-looking statements.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2001

Net sales, which are solely attributable to residual sales of our skin care
products from previous campaigns totaled $13,397 for the nine months ended
September 30, 2002; a decrease of $3,143 from $16,540 for the nine months ended
September 30, 2001 or 28%. This decrease is attributable to the lack of any
active marketing campaign for our TheraCel products.

Cost of sales totaled $9,917 for the nine months ended September 30, 2002; a
decrease of $365 from $10,282 for the nine months ended September 30, 2001. This
increase is primarily the result of reduced sales.

Selling and marketing expenses increased approximately $2,500 to approximately
$39,000 during the nine months ended September 30, 2002 as compared to
approximately $36,500 during the nine months ended September 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 by approximately $99,300 to
approximately $341,900 during the nine months ended September 30, 2002 from
$441,200 for the nine months ended September 30, 2001 or approximately 22%. This
decrease was primarily attributable to decreases in expenditures for consulting
and professional fee.

As a result of the above, the Company's net loss for the nine months ended
September 30, 2002 totaled $377,435 or $.02 per share compared to a net loss of
$587,699 or $.04 per share for the nine months ended September 30, 2001.


<PAGE>



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

Net sales, which are solely attributable to residual sales of our skin care
products from previous campaigns totaled $2,928 for the three months ended
September 30, 2002; an increase of $1,028 from $1,910 for the three months ended
September 30, 2001 or 54%. This increase is attributable to a slight increase in
residual sales during this three month period.

Cost of sales totaled $1,687 for the three months ended September 30, 2002; an
increase of $1,080 from $607 for the three months ended September 30, 2001. This
increase is solely attributable to increased sales in units.

Selling and marketing expenses decreased approximately $4,355 to $14 during the
three months ended September 30, 2002 as compared to approximately $4,369 during
the three months ended September 30, 2001. This decrease is attributable to the
non-promotion of product during the three-month period.

General and administrative expenses decreased approximately $9,500 or 9.7% to
$88,281 during the three months ended September 30, 2002 as compared to $97,751
during the three months ended September 30, 2001 due to reduced spending on
professional fees.

As a result of the above, the Company's net loss for the three months ended
September 30, 2002 totaled $87,055 compared to a net loss of $100,817 for the
three months ended September 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
September 30, 2002, we had a working capital deficit (current assets less
current liabilities) of approximately $252,800. 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. 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.

The Company is currently testing a 30-minute TheraCel infomercial in several
cable markets. The product will be offered at several price points in different
markets. The Company anticipates placing orders for product to be able to
satisfy the initial roll out of the TheraCel product by the infomercial in the
first quarter in 2003. Prior to the roll-out of the TheraCel product the Company
will not require significant capital because pursuant to our agreement with
Impact Product Development, Inc., Impact has agreed to advance us the funds
necessary to pay for the costs associated with the distribution and marketing of
the TheraCel product in connection with the infomercial. In addition, Impact has
agreed to advance to the Company the funds required to purchase inventory needed
to satisfy product requirements in connection with the roll-out of the TheraCel
infomercial. 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.


<PAGE>


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.

Item 3. Controls and Procedures

(a) DISCLOSURE CONTROLS AND PROCEDURES . Within 90 days before filing this
report, the Company valuated the effectiveness of the design and operation of
its disclosure controls and procedures. The Company's disclosure controls and
procedures are the controls and other procedures that it designed to ensure that
it records, processes, summarizes and reports in a timely manner the information
it must disclose in reports that it files with or submits to the Securities and
Exchange Commission. George Balis, the Company's Chief Executive Officer and
Principal Accounting Officer, supervised and participated in this evaluation.
Based on this evaluation, Mr. Balis concluded that, as of the date of their
evaluation, the Company's disclosure controls and procedures were effective.

(b) INTERNAL CONTROLS. Since the date of the evaluation described above, there
have not been any significant changes in the Company's internal accounting
controls or in other factors that could significantly affect those controls.



                                     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.

           No reports on Form 8-K were filed during the period covered by this
Form 10-QSB.



<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: November 21, 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;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                     a. designed such disclosure controls and procedures to
           ensure that material information relating to the registrant,
           including its consolidated subsidiaries, is made known to us by
           others within those entities, particularly during the period in which
           this quarterly report is being prepared;

                    b. evaluated the effectiveness of the registrant's
           disclosure controls and procedures as of a date within 90 days prior
           to the filing date of this quarterly report (the "Evaluation Date");
           and

                    c. presented in this quarterly report our conclusions about
           the effectiveness of the disclosure controls and procedures based on
           our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

                    a. all significant deficiencies in the design or operation
           of internal controls which could adversely affect the registrant's
           ability to record, process, summarize and report financial data and
           have identified for the registrant's auditors any material weaknesses
           in internal controls; and

                    b. any fraud, whether or not material, that involves
           management or other employees who have a significant role in the
           registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 21, 2002                        /S/ GEORGE BALIS
                                               ------------------
                                               George Balis
                                               Title:  Chief Executive Officer,
                                               Secretary and
                                               Principal Accounting Officer


<PAGE>