<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 September 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 September 30, 2002 was
23,974,714.


<PAGE>
                                     PART I

ITEM  1.  FINANCIAL  STATEMENTS.

                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
================================================================================

<TABLE>
<CAPTION>


                                                        SEPTEMBER    DECEMBER  31,
                                                        30,  2001       2000
                                                       (UNAUDITED)    (AUDITED)
                                                       ------------  -----------
<S>                                                         <C>           <C>
                         ASSETS




CURRENT ASSETS:

  Cash                                                 $     46,240  $   371,144
                                                       ------------  -----------

  Accounts receivable                                        11,090            -
                                                       ------------  -----------

          TOTAL CURRENT ASSETS                               57,330      371,144
                                                       ------------  -----------
Property and equipment, net of accumulated
  depreciation of $14,496 in 2001 and $10,739 in 2001         3,142        5,004
                                                       ------------  -----------
OTHER ASSETS:

  Intangible assets, net of accumulated amortization
   of $898,252 in 2001 and $587,500 in 2001                 184,735      385,900
                                                       ------------  -----------


  Video costs                                               262,582      262,583
                                                       ------------  -----------


  Officer loan receivable                                   363,210      352,114
                                                       ------------  -----------


          TOTAL OTHER ASSETS                                810,527    1,100,597
                                                       ------------  -----------


TOTAL ASSETS                                           $    870,999  $ 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                                   355,999      781,945
                                                       ------------  -----------

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY              $    870,999  $ 1,376,745
                                                       ------------  -----------
================================================================================

</TABLE>
                        See notes to financial statements
                                      FS-1


                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

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



                                  NINE MONTHS ENDED SEPTEMBER 30,

                                         2001        2000



SALES                                    $16,540      $     -
                                      ------------- -----------



COST OF GOODS SOLD                        10,282            -
                                      ------------- -----------



GROSS PROFIT                               6,258            -
                                      ------------- -----------


COSTS AND EXPENSES:

  Selling and marketing expenses          36,544      232,610
                                      ------------- -----------


  General and administrative expenses    441,204      736,589
                                      ------------- -----------


   Interest (income) expense               --          (6,780)


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

TOTAL COSTS AND EXPENSES                 593,957      962,419
                                      ------------- -----------

NET LOSS                               $(587,699)   $(962,419)
                                      ============= ===========

BASIC LOSS PER SHARE                   $    (.04)   $   (0.03)
                                      ============= ===========


DILUTED LOSS PER SHARE                 $    (.04)   $   (0.03)
                                      ============= ===========
                       See notes to financial statements
                                      FS-2

<PAGE>
                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                THREE  MONTHS  ENDED
                                   SEPTEMBER 30,
                                 2001        2000

SALES                         $   1,910   $       0




COST OF SALES                       607           0
                              ---------- ----------


GROSS PROFIT                      1,303           0
                              ---------- ----------


COSTS AND EXPENSES:


  Selling and marketing           4,369      66,220


  General and administrative     97,751     194,056

  Interest                                   (5,676)





TOTAL COSTS AND EXPENSES        102,120     254,600
                              ---------- ----------


NET LOSS                      $(100,817)  $(254,600)
                              ==========  ==========



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

                      NINE MONTHS ENDED SEPTEMBER 30, 2001
                                   (Unaudited)
================================================================================

OPERATING  ACTIVITIES:


  Net loss                                      $(587,699)
  Adjustments to reconcile net loss to net
    cash used in operating activities:

       Depreciation and amortization              203,028

       Common stock issued for services            45,544

  Changes in operating assets and liabilities:

       Accounts receivable                        (11,090)

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


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

FINANCING ACTIVITIES:

  Increase in notes receivable - stockholder      (11,096)

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


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

DECREASE IN CASH                                 (324,904)

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

CASH - END OF PERIOD                            $  46,240
                                                ===========
                        See notes to financial statements

                                      FS-4

<PAGE>
                    MILLENNIUM DIRECT, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (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  NINE  MONTHS  ENDED  SEPTEMBER 30, 2001
      COMPARED  WITH  THE  NINE  MONTHS  ENDED  SEPTEMBER  30,  2000


RESULTS  OF  OPERATIONS

Millennium  recorded  $16,540  in  sales for the nine months ended September 30,
2001, as compared with no sales for the previous nine months.  Millenniums gross
profit  for  these  nine  months  was  $6,258  and  $0, respectively.  Operating
expenses for the nine months ended September 30, 2001 were $477,748 and $962,419
for  the  nine months ended September 30, 2000.  The decreased expenses were the
result  of  a  decrease  in  consulting  and  professional  fees  incurred.  The
significant  items  included  in  operating  expenses  for the nine months ended
September  30,  2001  and  2000  are  as  follows:




     EXPENSE  DESCRIPTION           SEPT 30, 2001     SEPT 30, 2000


     Advertising                       $49,205          $54,020

     Depreciation and amortization     203,028           98,434

     Consulting fees                   104,492          344,001

     Professional fees                  37,000           87,202

     Travel and trade shows             36,771           71,316


As  a result, the net loss  was $587,699 for the nine months ended September 30,
2001  compared  with  a loss of $962,419 for the nine months ended September 30,
2000.  As  of  September 30, 2001 Millennium had stockholders equity of $355,999
and  $1,012,432  for September 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  2002,  we  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, we determined
that  there  was  no  future  value  to  this  acquisition and we have 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 NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO
THE  NINE  MONTHS  ENDED  SEPTEMBER  30,  2000

Net  sales,  which  are  solely  attributable to residual sales of our skin care
products  from  previous  campaigns  totaled  $16,540  for the nine months ended
September  30,  2001,  as  compared  to  $0 sales for the nine months ended
September  31,  2000.

Cost  of  sales totaled  $10,282 for the nine months ended September 30, 2001 as
compared  to  $0 for the nine months ended September 30, 2000.  This increase is
primarily  the  result  of having  sales.

Operating  expenses  decreased  by approximately $368,000 to $593,957 during the
nine  months  ended  September  30, 2001 from $962,419 for the nine months ended
September  30,  2000  or  approximately  38%.  This  decrease  was  primarily
attributable  to  decreases in expenditures for consulting and professional fees
and  other  operating  expenses  as  further  discussed  below.

Selling and marketing expenses decreased approximately $196,000 to approximately
$36,500  during  the  nine  months  ended  September  30,  2001  as  compared to
approximately  $232,600  during  the nine months ended September 30, 2000.  This
decrease  was primarily the result of the terminations of relationships with our
previous  marketing  companies  with  respect  to  our  skin  care  products.

General  and  administrative  expenses decreased $295,385 to $441,204 during the
nine  months  ended  September  30, 2001 as compared to $736,589 during the nine
months  ended  September  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  nine months ended
September  30,  2001  as  compared  to  no  such  loss for the nine months ended
September  30,  2000.

As  a  result  of  the  above,  the Company's net loss for the nine months ended
September  30, 2001 totaled $587,699 or $.04 per share compared to a net loss of
$962,419  or  $.03  per  share  for  the  nine  months ended September 30, 2000.

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

Net  sales,  which  are  solely  attributable to residual sales of our skin care
products  from  previous  campaigns  totaled  $1,910  for the three months ended
September 30, 2001; an increase from $0 for the three months ended September 31,
2000.

Operating  expenses  decreased  by approximately $152,500 to $102,120 during the
three  months  ended September 30, 2001 from $254,600 for the three months ended
September  30,  2000.  This  decrease was primarily attributable to decreases in
expenditures  for  consulting  and  professional  fees and selling and marketing
expenses.

Cost  of  sales  totaled  $607 for the three months ended September 30, 2001; an
increase  from  $0 for the three months ended September 30, 2000.  This increase
is  largely  attributable  to  the  increase  in  sales.

Selling  and  marketing  expenses  decrease  $61,851  to $4,369 during the three
months  ended  September 30, 2001 as compared to $66,220 during the three months
ended  September 30, 2000. This decrease is attributable to the reason described
in  the  nine-month  comparison.

General  and  administrative  expenses  decreased  by  $96,000  to approximately
$97,000  during  the  three  months  ended  September  30,  2001  as compared to
approximately  $194,000  during the three months ended September 30, 2000 due to
the  reasons  described  in  the  nine-month  comparison.

As  a  result  of  the  above, the Company's net loss for the three months ended
September  30,  2001 totaled $100,817 compared to a net loss of $254,600 for the
three  months  ended  September  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
September  30,  2001,  we  had  a  working  capital deficit (current assets less
current liabilities) of $172,670.  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

<PAGE>

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 September 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>