<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 June 30, 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 June 30, 2001 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,
                                                          2001          2000
                                                       (UNAUDITED)    (AUDITED)
                                                       ------------  -----------
<S>                                                    <C>           <C>

ASSETS



CURRENT ASSETS:

  Cash                                                 $     40,423  $   371,144

  Accounts receivable                                        14,630            -
                                                       ------------  -----------

          TOTAL CURRENT ASSETS                               55,053      371,144
                                                       ------------  -----------

Property and equipment, net of accumulated

  depreciation of $14,496 in 2001 and $10,739 in 2001         3,763        5,004
                                                       ------------  -----------




OTHER ASSETS:

  Intangible assets, net of accumulated amortization

   of $898,252 in 2001 and $587,500 in 2001                 251,096      385,900

  Video costs                                               262,582      262,583


  Officer loan receivable                                   399,322      352,114
                                                       ------------  -----------


          TOTAL OTHER ASSETS                                913,000    1,100,597
                                                       ------------  -----------


TOTAL ASSETS                                           $    971,816  $ 1,376,745
                                                       ============  ===========

                     LIABILITIES AND STOCKHOLDERS EQUITY


CURRENT LIABILITIES:

  Accrued expenses                                     $          -  $    79,800

  Note payable, current portion of long-term debt           230,000      230,000
                                                       ------------  -----------


          TOTAL CURRENT LIABILITIES                         230,000      309,800
                                                       ------------  -----------


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

TOTAL STOCKHOLDERS EQUITY                                   456,816      781,945
                                                       ------------  -----------

 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY             $    971,816  $ 1,376,745
                                                       ============  ===========
</TABLE>
                        See notes to financial statements

<PAGE>
                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                     SIX MONTHS ENDED JUNE 30,
                                         2001         2000

SALES                                   $14,630        $-
                                   -------------  ------------




COST OF GOODS SOLD                         9,675           -



GROSS PROFIT                               4,955           -
                                   -------------  ------------


COSTS AND EXPENSES:

  Selling and marketing expenses          32,175     166,390
                                   -------------  ------------


  General and administrative expenses    343,453     542,533
                                   -------------  ------------


  Interest (income) expense                   --      (1,104)

  Impairment loss                        116,209          --
                                   -------------  ------------

TOTAL COSTS AND EXPENSES                 491,837     707,819
                                   -------------  ------------



NET LOSS                              $(486,882)  $ (707,819)
                                    ============  ============


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


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

                        See notes to financial statements
                                      FS-2

<PAGE>
                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                               THREE  MONTHS  ENDED
                                    JUNE  30,
                                 2001       2000


SALES                           $6,001        $0
                            ------------ -----------


COST OF SALES                     3,909           0
                            ------------ -----------



GROSS PROFIT                      2,092           0
                            ------------ -----------


COSTS AND EXPENSES:

  Selling and marketing             787      79,150

  General and administrative     28,249     238,323

  Interest                            -      (1,104)

  Impairment loss               116,206           -
                            ------------ -----------

TOTAL COSTS AND EXPENSES        145,242     316,369
                            ------------ -----------

NET LOSS                      $(143,150)  $(316,369)
                            ============ ===========


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


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


                        See notes to financial statements
                                      FS-3
<PAGE>

                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                         SIX MONTHS ENDED JUNE 30, 2001
                                   (Unaudited)

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



OPERATING  ACTIVITIES:



  Net loss                                      $(486,882)

  Adjustments to reconcile net loss to net
    cash used in operating activities:

       Depreciation and amortization              136,229

       Common stock issued for services            45,544

  Changes in operating assets and liabilities:

       Accounts receivable                        (14,630)

       Accrued expenses                           (79,800)
                                               ------------



NET CASH USED IN OPERATING ACTIVITIES            (399,539)
                                               ------------


FINANCING ACTIVITIES:

  Increase in notes receivable - stockholder      (47,391)

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



NET CASH PROVIDED BY FINANCING ACTIVITIES          68,818
                                               ------------

DECREASE IN CASH                                 (330,721)

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

CASH - END OF PERIOD                            $  40,423
                                               ============
================================================================================

                        See notes to financial statements

                                      FS-4

<PAGE>
                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     SIX MONTHS ENDED JUNE 30, 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 Companys 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 SIX MONTHS ENDED JUNE 30, 2001 COMPARED WITH
      THE  SIX  MONTHS  ENDED  JUNE  30,  2000

RESULTS  OF  OPERATIONS

Millennium  recorded $14,630 in sales for the six months ended June 30, 2001, as
compared  with  no  sales for the previous six months.  Millenniums gross profit
for  these  six  months was $2,863 and $0, respectively.  Operating expenses for
the six months ended June 30, 2001 were $375,628 and $707,819 for the six months
ended  June  20,  2001.  The decreased expenses were the result of a decrease in
consulting  and  professional  fees incurred.  The significant items included in
operating  expenses  for  the  six  months  ended  June 30, 2001 and 2001 are as
follows:


          EXPENSE  DESCRIPTION            JUNE 30, 2001          JUNE  30, 2000


            Advertising                       $44,216             $51,135

            Depreciation and amortization     136,229              65,466

            Consulting fees                    91,305             304,353

            Professional fees                  25,000              51,565

           Travel and trade shows              29,469              68,245



As  a  result, the net loss  was $486,882 for the six months ended June 30, 2001
compared  with a loss of $707,819 for the six months ended June 30, 2001.  As of
June  30, 2001 Millennium had stockholders equity of $456,816 and $1.267,032 for
June  30,  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.

In  April  2001, the Company acquired all of the issued and outstanding stock of
Blue  Capital  Associates,  Inc.  in exchange for stock valued at $116,206.  The
acquisition  represented  a  public  shell  corporation and as such, the Company
determined  that there was no future value to this acquisition and has therefore
provided  for  an  impairment loss in the amount equal to the consideration paid
for  the  shares

                                      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  its  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, 2001 COMPARED TO THE SIX
MONTHS  ENDED  JUNE  30,  2000

Net  sales,  which  are  solely  attributable to residual sales of our skin care
products  from  previous campaigns totaled $14,630 for the six months ended June
30,  2001,  as  compared  to sales of $0 for the six months ended June 31, 2000.

Cost  of sales totaled $9,675 for the six months ended June 30, 2001 as compared
to  $0  for  the six months ended June 30, 2000.  This increase is primarily the
result  of  the  increase  in  sales.

Operating  expenses  decreased  by approximately $215,982 to $491,837 during the
six  months  ended  June 30, 2001 from approximately $700,000 for the six months
ended  June  30,  2000  or  approximately  30%.  This  decrease  was  primarily
attributable  to  decreases in expenditures for consulting and professional fees
and  other  operating  expenses.

Selling and marketing expenses decreased approximately $134,000 to approximately
$32,000  during  the six months ended June 30, 2001 as compared to approximately
$166,000  during  the  six  months  ended  June 30, 2000.  This decrease was the
result  of  the  termination  of  the  relationship  with our previous marketing
companies  with  respect  to  our  skin  care  products.

General and administrative expenses decreased approximately $199,000 to $343,453
during the six months ended June 30, 2001 as compared to $542,533 during the six
months  ended  June  30,  2000.  This  decrease  was  the result of decreases in
accounting  and  legal  fees due to the lack of fees related to the Company's
withdrawn Form 10-SB and amendments thereto.

In  April  2001,  we acquired all of the issued and outstanding shares of common
stock  of  Blue Capital Associates, Inc. in exchange for 1,162,090 shares of our
common  stock.  Prior  to the acquisition, on March 5, 2001, we effectuated a 2
for  1  forward split of our common stock. The 2 for 1 split was carried out to
enhance  shareholder  loyalty  and  interest  in  the  Company

We recorded an impairment loss of $116,206 during the six months ended June 30,
2001  as  compared  to  no  such  loss  for  the six months ended June 30, 2000.

As  a  result of the above, the Company's net loss for the six months ended June
30,  2001  totaled $486,882 or $.04 per share compared to a net loss of $707,819
or  $.02  per  share  for  the  six  months  ended  June  30,  2000.

RESULTS  OF  OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE
THREE  MONTHS  ENDED  JUNE  30,  2000

Net  sales,  which  are  solely  attributable to residual sales of our skin care
products  from previous campaigns totaled $6,001 for the three months ended June
30,  2001;  an  increase  from  $0  for  the  three  months ended June 31, 2000.

Operating  expenses  decreased  by $171,107 to approximately $145,242 during the
three  months  ended  June  30,  2001  from approximately $316,000 for the three
months  ended  June  30,  2000.  This  decrease  was  primarily  attributable to
decreases  in  expenditures  for  consulting  and  professional  fees  and other
operating  expenses.

Cost  of  sales  totaled  $3,909  for  the  three months ended June 30, 2001; an
increase of from $0 for the three months ended June 30, 2000.   This increase is
largely  attributable  to  the  increase  in  sales.

Selling  and  marketing expenses decrease approximately $78,360 to approximately
$780  during  the  three months ended June 30, 2001 as compared to approximately
$79,000  during  the  three  months  ended  June  30,  2000.  This  decrease  is
attributable  to  the  reason  described  in  the  six-month  comparison.

General  and  administrative  expenses  decreased  approximately  $209,000  to
approximately $28,000 during the three months ended June 30, 2001 as compared to
approximately  $238,000  during  the three months ended June 30, 2000 due to the
reasons  described  in  the  six-month  comparison.

As a result of the above, the Company's net loss for the three months ended June
30, 2001 totaled $143,150 compared to a net loss of $316,369 for the three
months ended  June  30,  2000.

               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,  2001,  we  had a working capital deficit (current assets less current

<PAGE>

liabilities)  of  approximately $174,950.  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.

          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:

Millennium  filed  a  report  on Form 8-K with the Commission on April 18, 2001.
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").

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.

Prior  to  the  Acquisition,  Millennium  had  22,812,624 shares of common stock
issued  and  outstanding  and 23,974,714 shares issued and outstanding following
the  Acquisition.

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.

<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, 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




<PAGE>