<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 March 31, 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 10, 2002 was
23,947,714.

<PAGE>
                                     PART I

Item  1.  Financial  Statements.

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

<TABLE>
<CAPTION>

                                                       MARCH  31,   DECEMBER  31,
                                                         2002          2001
                                                       (UNAUDITED)   (AUDITED)
                                  ASSETS
<S>                                                       <C>           <C>
CURRENT ASSETS:
  Cash                                                 $     67,786  $   43,468
  Accounts receivable                                             -       1,477
  Inventories                                                     -      32,105
  Notes receivable                                                -           -
                                                       ------------  ----------
          TOTAL CURRENT ASSETS                               67,786      77,050
                                                       ------------  ----------

Property and equipment, net of accumulated
  depreciation of $17,954 in 2002 and $17,178 in 2001         1,125       1,901
                                                       ------------  ----------

OTHER ASSETS:
  Intangible assets, net of accumulated amortization
   of $1,167,860 in 2002 and $1,100,450 in 2001              48,889     116,290
  Video costs                                               262,583     262,583
  Officer loan receivable                                   235,299     311,304
                                                       ------------  ----------
          TOTAL OTHER ASSETS                                546,771     690,177
                                                       ------------  ----------

TOTAL ASSETS                                           $    615,682  $  769,128
                                                       ============  ==========

            LIABILITIES AND STOCKHOLDERS' EQUITY

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' EQUITY                                   75,682     254,128
                                                       ------------  ----------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $    615,682  $  769,128
                                                       ============  ==========
</TABLE>
================================================================================

                        See notes to financial statements

                                       FS-1
<PAGE>
                    MILLENNIUM DIRECT, INC AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
================================================================================

                                          THREE  MONTHS  ENDED
                                              MARCH  31,
                                           2002       2001

SALES                                     $4,803      $8,629

COST OF GOODS SOLD                         3,782       5,766
                                       ----------  ----------


GROSS PROFIT                               1,021       2,863
                                       ----------  ----------


COSTS AND EXPENSES:
  Selling and marketing expenses          37,947      31,388
  General and administrative expenses    171,520     252,406
                                       ----------  ----------

TOTAL COSTS AND EXPENSES                 209,467     283,794
                                       ----------  ----------


NET LOSS                               $(208,446)  $(280,931)
                                       ==========  ==========



BASIC LOSS PER SHARE                   $    (.01)  $    (.04)
                                       ==========  ==========

DILUTED LOSS PER SHARE                 $    (.01)  $    (.04)
                                       ==========  ==========


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

                        See notes to financial statements
                                       FS-2

<PAGE>

                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                        THREE MONTHS ENDED MARCH 31, 2002
                                  (Unaudited)
================================================================================


OPERATING  ACTIVITIES:


OPERATING ACTIVITIES
Net loss                                        $(208,446)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
       Depreciation and amortization               68,178
  Changes in operating assets and liabilities:
       Accounts receivable                          1,477
       Inventories                                 32,105
                                                ----------


NET CASH USED IN OPERATING ACTIVITIES           $(106,686)
                                                ----------




FINANCING ACTIVITIES:
  Proceeds from sale of common stock               30,000
 Decrease in notes receivable-stockholder          76,004
 Increase in long term debt                        25,000
                                                ----------

NET CASH USED IN FINANCING ACTIVITIES           $ 131,004
                                                ----------



INCREASE IN CASH                                $  24,318

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

CASH - END OF PERIOD                            $  67,786
                                                ==========
================================================================================
                        See notes to financial statements
                                      FS-3
<PAGE>
                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 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 THREE MONTHS ENDED MARCH 31, 2002 COMPARED
      WITH  THE  THREE  MONTHS  ENDED  MARCH  31,  2001


RESULTS  OF  OPERATIONS

Millennium recorded $4,803 in sales for the three months ended March 31, 2002 as
compared with  sales of $ 8,629 for the previous six months.  Millennium's gross
profit  for  these  three months was $1,021 and $2,863, respectively.  Operating
expenses  for  the  three months ended March 31, 2002 were $209,467 and $283,794
for  the  three  months  ended  March 31, 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 three months ended
March  31,  2002  and  2001  are  as  follows:

     EXPENSE  DESCRIPTION        MARCH  31,  2002          MARCH  31,  2001

    Advertising                        $37,948              $31,388
    Depreciation and amortization       68,178               68,062
    Professional fees                    6,527              101,442
    Travel and trade shows               2,445               24,479


     As  a  result,  the net loss  was $208,446 for the three months ended March
31,  2002  compared with a loss of $280,931 for the three months ended March 31,
2001.  As  of  March 31, 2002 Millennium had stockholders' equity of $75,682 and
$254,128  for  March  31, 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-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, 2002 COMPARED TO THE
THREE  MONTHS  ENDED  MARCH  31,  2001

Net  sales,  which  are  solely  attributable to residual sales of our skin care
products from previous campaigns totaled $4,803 for the three months ended March
31,  2002, a decrease of $3,826 from $8,629 for the three months ended March 31,
2001  or  approximately  44%.  This  decrease is attributable to the lack of any
active  marketing  campaigns  for  our  TheraCel  products.

Cost  of  sales  totaled  $3,782  for  the  three months ended March 31, 2002, a
decrease  from  $5,766 for the three months ended March 31, 2001.  This decrease
is  primarily  the  result  of  the  decrease  in  sales.

Operating  expenses decreased by approximately $74,330 to approximately $209,470
during the three months ended March 31, 2002 from approximately $283,800 for the
three  months  ended  March  31,  2001  or approximately 26%.  This decrease was
primarily  attributable  to  decreases  in cost of sales as well as decreases in
consulting  and  professional  fees.

Selling  and  marketing expenses increased approximately $7,000 to approximately
$38,000  during  the  three  months  ended  March  31,  2002  as  compared  to
approximately  $31,000  during  the  three  months  ended  March 31, 2001.  This
increase  was  the  result  of  negotiations with several marketing companies to
establish  terms  of  a  new  marketing  agreement.

General  and administrative expenses decreased approximately $80,890 to $171,520
during  the three months ended March 31, 2002 as compared to $252,406 during the
three  months ended March 31, 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 three months ended
March  31,  2002  totaled  $208,446  or $.01 per share compared to a net loss of
$280,931  or  $.04  per  share  for  the  three  months  ended  March  31, 2001.

              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,  2002,  we had a working capital deficit (current assets less current
liabilities)  of  $162,214.  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.  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.  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.


<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.

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 March 31, 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>