UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 10-QSB/A

                [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                           THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

              [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from______________ to______________

                         Commission file number 00-28667

                             HOUSEHOLD DIRECT, INC.
             (Exact name of registrant as specified in its charter)


DELAWARE                                                         51-0388634
(State or other                                               (I.R.S. Employer
jurisdiction of                                              Identification No.)
incorporation)

                             HOUSEHOLD DIRECT, INC.
                                  3 GLEN ROAD
                              SANDY HOOK, CT 06482
               (Address of principal executive offices) (Zip Code)


                                 (203) 426-2312
              (Registrant's telephone number, including area code)

                                   ----------
                                      None
          (Former name or former address, if changed since last report)

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Indicate by check mark whether the registrant  (i) filed all report  required to
be filed by  Section  13 or 15(d) of the  Exchange  Act of 1934  during the past
twelve  months (or for such  shorter  period  that the  registrant  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [ X ] No [ ]

The number of shares outstanding of each the issuer's class of common stock

             CLASS                          OUTSTANDING ON JUNE 28, 2002
           --------                         ----------------------------
         Common stock                             191,655,522

Transitional Small Business Disclosure Format: ___Yes   ____No



                             HOUSEHOLD DIRECT, INC.
                               Table of Contents

Part I.   FINANCIAL INFORMATION
Item 1: Consolidated Financial Statements:

Consolidated Balance Sheets at  March 31, 2002

Consolidated  Statements of Operations for the three Months Ended March 31, 2002
and 2001, and from inception on May 18, 1998 to March 31, 2002

Consolidated  Statements of Cash Flows for the three Months Ended March 31, 2002
and 2001, and from inception on May 18, 1998 to March 31, 2002

Notes to Consolidated Financial Statements

Item 2: Management's Discussion and Analysis of Financial Conditions and Results
of Operations

Part II. Other Information

Item 6.  Exhibits and Reports on Form 8-K






                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Household Direct, Inc.
Southbury, CT

We have reviewed the accompanying  balance sheet of Household Direct, Inc. as of
March 31, 2002, and the related statements of operations, and cash flows for the
three month ended March 31, 2002 and 2001.  These  financial  statements are the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review we are not aware of any material  modifications  that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with accounting principles generally accepted in the United States of
America.

Bloom & Co., LLP.
Hempstead, New York
June 26, 2002



                             HOUSEHOLD DIRECT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                                 MARCH 31, 2002


                                     ASSETS
                                                                MARCH 31,
                                                                  2002

CURRENT ASSETS

     Cash and cash equivalents                               $     14,713
     Due from affiliates                                           23,000
                                                                ---------
        Total current assets                                       37,713

     Investment in affiliates                                       6,593
                                                                ---------
        Total non-current assets                                    6,593

     Property and equipment, net                                   25,550
     Deposits                                                       9,225
                                                                ---------
         TOTAL ASSETS                                         $    79,081
                                                                =========


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                                           2,253,998
     Accrued interest                                              23,559
     Current portion of note payable                               73,031
     Amounts payable to related parties                           371,587
                                                               ----------
         Total current liabilities                              2,722,175
                                                               ----------

SHAREHOLDERS' DEFICIT
     Common stock, 250,000,000 shares of
       $0.001 par value authorized;
       127,174,545, Shares issued and
         outstanding at March 31, 2002                            207,683
     Additional paid-in capital                                 5,805,669
     Deficit accumulated during the
       development stage                                       (8,656,446)
                                                               ----------
         TOTAL SHAREHOLDERS' DEFICIT                           (2,643,094)
                                                               ----------
         TOTAL LIABILITIES AND
              SHAREHOLDERS' DEFICIT                          $     79,081
                                                               ==========

The accompanying notes are an integral part of these consolidated financial
statements.




                             HOUSEHOLD DIRECT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                            Cumulative
                                              During
                                           Development
                                               Stage         Three Months Ended
                                           May 18, 1998            March 31,
                                       to March 31, 2002      2002       2001
                                          -----------        -----      ------

 REVENUES:
     Consulting services                  $   330,593    $  22,000   $  32,075
     Service fees                              42,568        6,665      25,810
     Sales                                    283,903           --          --
                                          ------------    --------   ---------
                                              657,064       28,665      57,885
     Cost of Sales                        (   238,741)   (    --  )  (  24,419)
                                          ------------    --------   ---------
     Gross Profit                             418,323       28,665      33,466
                                          ------------    --------   ---------
OPERATING EXPENSES:

     Salaries and benefits                  1,364,675          --       71,994
     Research and development                 871,705          --        9,919
     Depreciation and amortization            141,624      24,144       11,657
     Consulting and professional fees       3,477,935     302,252      188,980
     General and administrative             3,266,374      33,601      119,284
                                          ------------   --------     --------
     TOTAL OPERATING EXPENSES               9,122,313     359,997      401,834
                                          ------------   --------    ---------
LOSS FROM OPERATIONS                       (8,703,990)   (331,332)    (368,368)
                                          ------------   --------    ---------

OTHER EXPENSE:
     Interest expense                          28,828          --        4,971
     Loss from subsidiary                     319,737          --           --
     Write-off Inventory and Equipment        197,969      41,700       69,854
                                          ------------   --------    ---------
     TOTAL OTHER EXPENSE                      546,534      41,700       74,825
                                          ------------   --------    ---------

NET LOSS BEFORE INCOME TAX
     AND EXTRAORDINARY ITEM                (9,250,524)   (373,032)    (443,193)
EXTRAORDINARY ITEM FORGIVENESS
  OF DEBT                                     594,079          --           --
                                          ------------   --------      --------
NET LOSS                                  $(8,656,445)  $(373,032) $  (443,193)
                                          ============   ========      ========

Basic and diluted net loss per weighted
     average share of common stock
     outstanding                          $  (0.12)        $(.04)   $     (.01)
                                          ============   ========      ========

Weighted average number of shares of
     basic and diluted common stock
     outstanding                           70,193,531  97,283,780   35,288,619
                                          ============ ===========   ==========


The accompanying notes are an integral part of these consolidated financial
statements.


                           HOUSEHOLD DIRECT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

                                                     For the          For the
                                                    Period from     Period from
                                                     January 1,      January 1,
                                                      2002 to         2001 to
                                                     March 31,        March 31,
                                                       2002            2001
                                                  -------------     ------------


CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                            $ (373,032)     $ (443,193)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
  Depreciation & Amortization                           (23,692)         11,657
  Shares issued for services, consulting and
   purchases of Company's                               293,454          45,622
  Write-off Inventory and Equipment                      38,683          69,854
  Write-off Intangibles                                  15,748              --
  Interest paid with stock                                   --              --
 (Increases) decreases in operating assets:
  Accounts receivable                                        --           4,500
  Contracts receivable                                   58,500              --
  Prepaid expenses and other current assets               4,600           4,600
  Inventory                                                  --          15,443
  Increases (decreases) in operating liabilities:
  Accounts payable and accrued salaries                 (23,398)        133,191
  Amounts payable to related parties                     53,670           7,658
  Deferred revenue                                           --              --
                                                       ---------      ---------
Net cash used in operating activities                    44,533        (150,668)
                                                       ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Deposits on Web construction                               --       ( 57,031)
  Investment in Software                                     --             --
  Investment in affiliates                              (29,593)            --
  Cash acquired from acquisition of Thunderstick             --             --
  Additions to property and equipment                        --             --
  Deposits as Security                                   (1,472)            --
                                                       ---------      ---------
Net cash used in investing activities                   (31,065)      ( 57,031)
                                                       ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances on notes payable                                  --         228,502
  Payments on notes payable                                  --         (13,616)
                                                       ---------      ---------
Net cash provided by financing activities                    --         214,886
                                                       ---------      ---------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                       13,468           7,187
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD            1,245              --
                                                       ---------       --------
CASH AND CASH EQUIVALENTS, END OF PERIOD             $   14,713        $  7,187
                                                       =========       ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION
Cash paid during the period for interest                      --             --
                                                       ==========      ========
Cash paid during the period for income taxes                  --            450
                                                       ==========      ========
The accompanying notes are an integral part of these consolidated financial
statements.


                           HOUSEHOLD DIRECT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

                                                           Cumulative
                                                            During
                                                          Development
                                                            Stage
                                                          May 18, 1998
                                                       to March 31, 2002
                                                       -----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                $(8,656,445)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
  Depreciation & Amortization                                 51,135
  Shares issued for services, consulting and
   purchases of Company's                                  3,567,344
  Write-off Inventory and Equipment                           38,682
  Write-off Intangibles                                       15,748
  Interest paid with stock                                    20,500
 (Increases) decreases in operating assets:
  Accounts receivable                                        (63,100)
  Contracts receivable                                        58,500
  Prepaid expenses and other current assets                    4,600
  Increases (decreases) in operating liabilities:
  Accounts payable and accrued salaries                    2,116,361
  Amounts payable to related parties                         213,713
                                                           ---------
                                                          (2,632,962)

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:
  Investment in affiliates                                  (29,593)
  Cash acquired from acquisition of Thunderstick            (18,720)
  Additions to property and equipment                      (105,801)
  Deposits as security                                      ( 9,228)
                                                           ---------
                                                           (163,342)
Net cash used in investing activities


CASH FLOWS FROM FINANCING ACTIVITIES:
  Stock issued for cash                                    2,699,041
  Cash received on stock subscriptions receivable             38,945
  Advances on notes payable                                   93,000
  Payments on notes payable                                (  19,969)
                                                           ---------
                                                           2,811,017
                                                           ---------
Net cash provided by financing activities


NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                           14,713
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                   --
                                                           --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                  $  14,713
                                                           ========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for interest                      3,606
                                                             ======
Cash paid during the period for income taxes                     --
                                                             ======

The accompanying notes are an integral part of these consolidated financial
statements.



SUPPLEMENTAL INFORMATION March 31, 2002:

During the six months ended March 31, 2002, the Company issued:

1.  During  the  period  January 1, 2001 to March 31,  2001 the  company  issued
    1,180,833 shares for financial advisory services valued at $45,622.

The accompanying notes are an integral part of these consolidated financial
statements.



                             HOUSEHOLD DIRECT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   ORGANIZATION

HouseHold Direct,  Inc. is a publicly traded holding company designed to acquire
and  integrate  development  stage  and  operational  companies  into  a  unique
marketing, fulfillment and shopping platform. The mission of HouseHold Direct is
to empower consumers by creating the largest private wholesale  shopping network
in the world.  The Company is focused on becoming the dominant and only publicly
traded company to represent the presently  fragmented  industry of independently
operated  private  buying clubs by  consolidation,  and  implementing a national
operations and franchise program.

RDI Marketing, Inc.

The Company  was  originally  incorporated  on January 2, 1992 in Florida as RDI
Marketing,  Inc.  ("RDI").  Between 1992 and 1998,  the Company was  essentially
dormant with no significant business activities.

Preferred Consumer Network International, Inc.

On July 10, 1998, the Company  exchanged  10,000,000  shares of its common stock
for all of the outstanding shares of Preferred  Consumer Network  International,
Inc. ("PCNI").

HouseHold Direct, Inc.

On July 12, 1999,  RDI changed its  corporate  domicile from Florida to Delaware
and its name to HouseHold Direct.com,  Inc. by merging into the Company's wholly
owned Delaware subsidiary.

CrossCheck Corp.

On March 9, 2000,  the  Company  executed an  Agreement  and Plan of Merger with
CrossCheck  Corp, a Colorado  corporation  ("Cross") and a Letter Agreement with
the shareholders of Cross. Pursuant to such agreements, the Company merged Cross
(which had no business operations but was registered, and fully reporting, under
the Exchange Act) into the Company so that the Company could achieve  "successor
issuer" status under the Exchange Act. In connection  with such merger which was
consummated  on March 20,  2000,  the Company  paid  $150,000 in cash and issued
100,000  shares of common  stock of the  Company to the former  shareholders  of
Cross.

The Company is currently  building a  management  team,  expanding  its Board of
Directors and raising capital. The Company is also concentrating on developing a
plan to build  membership.  The methods  the  Company  intends to employ are: i)
acquisitions;  ii) marketing and selling memberships through the Internet;  iii)
direct  mail  and  telemarketing  solicitation;  and  iv) the  potential  use of
franchising and joint ventures to expand the  geographical  reach of the Company
both domestically and internationally.

Thunderstick, Inc.

On May 14, 1999, RDI entered into an acquisition agreement whereby RDI agreed to
acquire all of the issued and  outstanding  capital  stock of  Thunderstick  LLC
("Thunderstick") in exchange for 1,000,000 shares of common stock.

America's Hometown Brand Center Hometown Brand Center

In November  2000,  the Company  announced  it had entered  into an agreement to
purchase  100% of the  outstanding  shares of  America's  Hometown  Brand Center
Hometown Brand Center, Inc. (AHBC). The agreement called for total cash payments
of  $350,000 in the first 90 days.  $100,000  due at closing  and  $250,000  due
within 90 days.  The closing  should have taken place on or before  December 20,
2000. The Company did not have the cash available to make the initial  payments.
On January 25, 2001 the agreement was terminated.

Megappliance, Inc.

On or  about  September  14,  1999,  the  Company  entered  into an  acquisition
agreement with Megappliance,  Inc. ("Mega") pursuant to which the Company agreed
to acquire a Web site  (including  software,  technology and related  commercial
relationships) in exchange for shares of the Company's common stock.

Personal Consumer Services, Inc.

On January 1, 2000,  the  Company  executed a Service  Agreement  with  Personal
Consumer  Services,  Inc.  ("PCS")  whereby  the  Company was engaged to provide
Services  to the PCS  Members  during the term of the  Agreement.  The  services
include (a) taking orders for the purchase of merchandise  and/or services,  (b)
placing   orders  for  the  purchase  of   merchandise   and/or   services  with
manufacturers,  distributors  and/or  providers,  (c)  receiving,  retaining and
paying for the purchase of merchandise and/or services; and, (d) the maintenance
and operation of a customer service  department to deal with Member issues.  The
physical  locations in Atlanta,  Georgia and Birmingham,  Alabama were closed at
year end 2000, and the staff were terminated.

Family Savers Acquisition

The Company  announced on July 9, 2001 that it had entered  into an  acquisition
agreement with Family Savers, Inc. private wholesale buying club, with more than
20,000 active  members  serviced by two locations in South Carolina and Florida,
and a profitable  operating history spanning eight years. The Company planned to
migrate some 4,000  additional  members  retained  from its  agreement  with the
former PCS Club of Atlanta, Georgia and Birmingham,  Alabama, into the sphere of
Family Savers,  thus forming a single centralized  product sales and fulfillment
hub under the corporate banner.

The purchase price was $500,000. The Company advanced $50,000 on the acquisition
but could not fulfill its obligation and the acquisition  was terminated.  There
is no legal action pending on the cancellation.

Eqtima, LLC

On December 17, 2001 the Company  announced an  acquisition  agreement  had been
signed by the Company to purchase 100% of Eqtima LLC. The initial  consideration
given by the  Company  was  941,830  shares  valued at $6,592.  Certain  working
capital was to be transferred by the Company to Eqtima that has not been done as
of this date.  Based on the  non-transfer  of working  capital by the Company to
Eqtima the funding has been placed on hold  pending  adequate  financing  by the
Company.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with generally accepted  accounting  principles which contemplate the
continuation of the Company as a going-concern.  However,  the Company is in the
development  stage,  and since  inception has been engaged  primarily in raising
capital and developing its Web site, product,  and market strategy.  The Company
has not generated  significant  revenues from  operations,  and in the course of
funding  product and Web site  development  and other start-up  activities,  has
experienced  cumulative  net losses of $  8,656,445  for the period from May 18,
1998  (inception)  to  March  31,  2002,  and has  used  cash in  operations  of
$2,632,962  for the period from May 18, 1998  (inception) to March 31, 2002. The
Company  expects  that it will  continue  to incur  net  operating  losses as it
expends substantial resources on Web site development and sales and marketing in
an attempt to capture market share and develop market recognition. Management is
continually  trying to raise  additional  capital through  issuance of stock and
debt.  Management of the Company  believes that the  additional  capital that is
expected  to be raised in the future  will be  sufficient  to cover its  working
capital needs until the Company's  revenue volume reaches a sufficient  level to
cover  operating  expenses.  The absence of assurances  of  additional  capital,
raises a  substantial  doubt  about  the  Company's  ability  to  continue  as a
going-concern.   The  consolidated  financial  statements  do  not  include  any
adjustments that might result from the outcome of these uncertainties.



                             HOUSEHOLD DIRECT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE  2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Principles of Consolidation

The accompanying  consolidated  financial statements include the accounts of the
Company and its wholly-owned subsidiary.  Intercompany transactions and balances
have been eliminated in consolidation.

Research and Development Costs

Research and development costs are expensed as incurred.

Start-up Costs

The Company has  implemented  the Statement of Position 98-5,  "Reporting on the
Costs of  Start-Up  Activities,"  (SOP 98-5)  which  requires  costs of start up
activities to be expensed as incurred.

Revenue Recognition

Revenue for services is recognized  when the service is rendered,  while product
revenue is  recognized  when the  product is  shipped to the  customer.  Revenue
consisted of products sold and shipped pursuant to the operating agreements with
PCNI and PCS, consulting services performed by Thunderstick,  and service income
earned  related to the contract  entered into with Personal  Consumer  Services,
Inc. ("PCS").

Deferred Revenues

Deferred revenues,  as presented on the balance sheet,  relate to unpaid service
agreement  fees  to be paid  by PCS  from  uncollected  accounts  receivable  of
Personal  Consumer  Services,  Inc (PCS).  Due to the  uncertainty of collection
history of PCS, only the fee actually paid by PCS to the Company during the year
and the  first two  months  of 2000 were  recorded  as  revenue.  Only  revenues
projected to be collected in the next year are shown as current.

Property and Equipment

Property and equipment are stated at cost.  Depreciation  is computed  using the
straight-line method over the estimated useful lives, ranging from three to five
years. Maintenance and repair costs are expensed as incurred.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107 "Disclosure About Fair Value
of  Financial  Instruments,"  requires  disclosure  about the fair  value of all
financial assets and

                             HOUSEHOLD DIRECT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE  2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

liabilities  for which it is practicable to estimate.  At December 31, 2001, the
carrying value of all of the Company's accounts receivable, accounts payable and
accrued  liabilities  approximate fair value because of their short-term nature.
The note payable carrying value  approximates  fair value based on the borrowing
rate currently available for similar loans

Goodwill/Intangibles

Goodwill reflects the excess of purchase price over the fair value of net assets
purchased and is amortized on a straight-line basis over 3 years.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, the Company considers
all highly liquid investments with initial maturities of three months or less to
be cash equivalents.

Common  Stock Issued for Consideration Other Than Cash

When common stock is issued for  consideration  other than cash, the fair market
value of the  stock or the  fair  market  value  of the  property  or  services,
whichever is more  objectively  determinable is used to record the  transaction.
The quoted market  values of the shares,  restricted  as to  marketability,  are
discounted  for  limited  liquidity.  The  discount  factor is  computed  as the
difference  between the average  price of the shares  issued for cash,  computed
from the  beginning  of the year until the date of  transaction,  and the market
price of the shares at the date of transaction.  The average cash prices, during
the current  year,  are used:  to recognize  substantial  yearly  changes in the
nature  and size of the  Company's  operations;  to reduce  the impact of random
price  movements  associated  with low volume  transactions;  and to incorporate
recently available market value information.

Website Development Costs

The Company accounts for website  development costs in accordance with the AICPA
Statement  of Position  98-12,  "Accounting  for the Costs of Computer  Software
Developed  or Obtained  for  Internal  Use".  Computer  software  costs that are
incurred in the preliminary project stage are expensed as incurred. Internal and
external costs incurred to develop


                             HOUSEHOLD DIRECT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE  2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

internal-use software during the application  development stage are capitalized.
Post implementation and operation costs of training and maintenance are expensed
as incurred.

Loss per Share

Net loss per share is  computed  by dividing  net loss by the  weighted  average
number of common shares  outstanding for the period. Net loss per share has been
stated for all periods presented in accordance with SFAS No. 128.

Use of Estimates

The  preparation  of  consolidated   financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of contingent  assets and liabilities at the date of the consolidated
financial  statements  and the  reported  amounts of the  revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Income Taxes

Deferred income taxes,  reflecting the net tax effects of temporary  differences
between the carrying amount of assets and  liabilities  recognized for financial
reporting purposes and the amounts recognized for income ax purposes,  are based
on tax laws  currently  enacted.  A  valuation  allowance  is  established  when
necessary to reduce deferred tax assets to the amount expected to be realized.

Prospective Accounting Pronouncements

In June 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 141, Business Combinations,  and Statement of
Financial  Accounting  Standards No. 142, Goodwill and Other Intangible  Assets.
Statement No. 141 requires all business  combinations  initiated  after June 30,
2001,  to be  accounted  for using the  purchase  method  of  accounting.  Under
Statement No. 142,  goodwill will no longer be subject to amortization  over its
estimated  useful life.  Rather,  goodwill will be subject to at least an annual
assessment  for  impairment  by applying a  fair-value-based  test. In addition,
Statement No. 142 requires separate  recognition for certain acquired intangible
assets that will continue to be amortized over their useful lives.

NOTE 3.  RELATED PARTY TRANSACTIONS

 Directors,  Officers  and  Shareholders  of the  Company,  John  Folger and Ann
Jameson,   have  entered  into  various  transactions  with  the  Company  since
inception.  The  balance  of the loan due them on March 31, 2002 was $371,587.

NOTE 4. SUBSEQUENT EVENT

During the period April 1, 2002 to June 26, 2002 we registered 47,000,000 shares
as part of two S-8  registration  statements.  The shares were registered to pay
for professional  services related to financial and acquisition  consulting.  As
part  of  the  previously  mentioned  S-8  registration   statements  we  issued
46,775,000  shares to consultants up to and including June 26, 2002.


                             HOUSEHOLD DIRECT, INC.

Item 2.   Management's Discussion and Analysis.

OVERVIEW

HouseHold  Direct  is a  publicly  traded  holding  company  that  is  acquiring
specialized  business  operations  to  support  the  launch of a large  national
membership  services  platform.  This  platform  will  include  several  hundred
physical  locations in key markets  around the country and will be combined with
an Internet/Intranet  web presence to offer a unique wholesale offering of brand
name consumer goods to a large segment of the consumer population.

The strategy of the Company is to consolidate multiple business units, which, in
addition to adding current revenues and earnings, will offer synergy, market and
opportunity leverage at reduced operating expenses, thereby developing increased
shareholder value.

The Company is  developing  key  expertise in  franchising,  merger/acquisition,
business  integration and expedited ROI strategies.  The management team and its
advisors  include  several  experts  in  their  respective   fields  that  boast
substantial track records for successful performance.

HouseHold Direct has expanded the types and categories of companies targeted for
acquisition.  These  negotiations  are being  supported and  coordinated  by the
merger and  acquisition  team at  Southbridge  Business  Resources  (SBRI).  The
expanded plan  proposed by SBRI is to acquire  separate,  profitable  operations
that  represent  the  various   components  of  the  national  HouseHold  Direct
membership marketing and fulfillment platform,  instead of initially approaching
the wholesale shopping clubs. These expanded business categories include: e-mail
or direct mail marketing  services,  customer  support or service  bureaus,  and
product  shipping and delivery  carriers.  Approaches are also being directed to
consumer product sales companies including:  catalog, some types of retail and a
broad group of wholesale  companies that will gain vertical  market  integration
with many different manufacturers.

The  Company's  previous  consolidation  plan was limited to existing  wholesale
buying club operations as a method to rapidly gain revenue and market share. The
strategy has been sound, but the number of companies  suitable for consideration
has been limited. The larger club operators,  which are profitable,  want to see
revenues and earning in a potential acquirer,  and this program can provide that
immediate advantage.

By  implementing  a  business  development  strategy  that  allows for the rapid
acquisition  of multiple  components of the national  platform,  it will be much
easier  to  create  an  organization  with  substantial  revenues  that can then
implement the buying club  consolidation  plan.  The immediate  result from this
strategic  shift is that the number of target  companies has expanded from fewer
than ten to more than 100.

The Company's outlook for success is optimistic, especially given current market
conditions.  The reduced market  environment,  curtailing of investment  banking
activities  and  wholesale  disappearance  of  venture  capital  to the  general
landscape  indicate that many small  companies will continue to seek an alliance
or  acquisition  by an existing  public company that can meet the needs of these
growing enterprises.


RESULTS OF OPERATIONS


Revenues

Three Months  Ended March 31, 2002  Compared to the Three Months Ended March 31,
2001

The Company has been in its developmental stage since May 18, 1998. Net Revenues
for the three  months  ended March 31, 2002 were $28,665 as compared to revenues
for the three months  ended March 31, 2001 which were  $57,855  from  consulting
services.

The  Company  has not focused  its  attention  on revenues  until it can get its
financing in place.

From Inception May 18, 1988 to March 31, 2002

Company  revenues earned since inception were $657,064.  Revenues from sale were
$283,903 or 43% of the total  revenues  from  inception.  Consulting  income was
$330,593 which is 50% of the total  revenues,  over the same period.  Membership
fees,  all  earned  from  January 1, 2000,  were  $42,568,  only 7% of the total
revenues.


Operating  Expenses

Three Months  Ended March 31, 2001  compared to the three Months Ended March 31,
2002

Total  Operating  Expenses  other than Cost of Sales for the three  months ended
March 31, 2002 were $359,997 compared with $401,834 for the same period in 2001,
a decrease of 10%.

Salaries  and related  costs  decreased  from $71,994 for the three months ended
March  31,  2001 to $0 for the  three  months  ended  March  31,  2002.  This is
primarily  attributable to the Company's closing the two Southern facilities and
the Company's executives working almost exclusively to arrange financing

Consulting and  professional  fees increased by $113,272 (60%) from $188,980 for
the three months  ended March 31, 2001 to  $302,252,  for the three months ended
March 31, 2002.

Research and development costs are primarily to develop the Company's Web site.

General and Administrative expenses decreased from $119,284 for the three months
ended March 31, 2001 to $33,601 for the same period in 2002.

Liquidity and Future Plans

Three Months  Ended March 31, 2002  compared to the three months Ended March 31,
2001

For the three months ended March 31, 2002,  net cash provided by operations  was
$44,553  principally  due to the quarterly loss of $373,032.  This was partially
offset by  depreciation  and  amortization  of  $23,692  and  shares  issued for
services in the amount of $293,454 while current assets and liabilities provided
$93,372.  For the quarter ended March 31, 2001,  net cash used by operations was
$150,668 which was offset by depreciation and amortization of $11,567 and shares
issued for services  $45,622,  while current assets and liabilities used cash of
$165,392.

Cash used by investing activities for the three months ended March 31, 2001 were
principally  related to the  investment in software of $57,031.  For the quarter
ended March 31, 2002, cash used in investing  activities was $31,605,  primarily
for investments in affiliates.

The  Company   anticipates  that  the  current  working  capital  deficiency  of
$2,684,462  will be  supplemented  in the short term by the sale of common stock
and short term borrowing.

From Inception May 18, 1988 to March 31, 2002

The net cash outflow from  operations  was  $2,632,962,  over the period May 18,
1998 to March 31, 2002.  Primarily,  through  issuance of common  stock,  the
Company obtained the funds need to pay for the operating cash deficiency and the
investment of $163,342 in property, equipment, and other assets.

The Company plans to continue the policy of financing its  operations  primarily
through  issuance of common stock for cash and  services  until such time as the
development stage is completed.

Risk Factors

Acquisition Activities

The  growth  plans are  substantially  based on  acquisitions  of  complementary
businesses,  product lines and technology. The acquisition activities may not be
profitable for the following reasons:

1.       Acquisition  agreements  may require  substantial  expense and
         management  time.  Suitable  acquisition  candidates may not be
         found or potential acquisitions consummated.
2.       The acquisitions  terms may turn out to be unfavorable or the acquired
         companies  personnel,  assets, or technology may not be
         successfully integrated into the Company
3.       The Company may have to incur debt or issue equity  securities  to pay
         for any future  acquisition,  the issuance of which may
         be dilutive to our existing stockholders.
4.       The  Company's  products  and  services  may not  receive  market
         acceptance  or the  Company  may not be able to expand  its
         operations in a cost-effective or timely manner.


Dependence on the Internet and Internet Infrastructure Development.


1.    If the  Internet  fails to  develop,  or  develops  more slowly than we
      expect as a  commercial  or  business  medium,  it may adversely affect
      our business.
2.    We expect  competition to intensify in the future  because  barriers to
      entry in the e-commerce  marketplace  are minimal,  and current and new
      competitors can launch new Web sites at a relatively low cost.
3.    We currently compete primarily with other wholesalers and distributors.
      We also compete with the growing number of manufacturers who sell their
      products directly,  either online or through  traditional  distribution
      channels. Many of these manufacturers, wholesalers and distributors are
      larger and have substantially greater resources than we do.
4.    We  expect  to  continually  enhance  and  expand  our  technology  and
      transaction  processing systems,  and network  infrastructure and other
      technologies,  to accommodate increases in the volume of traffic on our
      Web site. We may be  unsuccessful  in these efforts or we may be unable
      to accurately project the rate or timing of increases in the use of our
      Web site.
5.    If competitors  introduce  products and services embodying new
      technologies or if new industry standards and practices emerge,
      then our existing Web sites, proprietary technology and systems may
      become obsolete
6.    While we  contract  with a third  party to provide  back up web hosting
      services,  our  systems  and  operations  are  vulnerable  to damage or
      interruption from fire, flood, power loss,  telecommunications failure,
      break-ins,  earthquake and other third party events and Acts of God. We
      carry no business  interruption  insurance to  compensate us for losses
      that may occur.  In addition,  our security  mechanisms or those of our
      suppliers  may not prevent  security  breaches  or service  breakdowns.
      Despite our  implementation  of security  measures,  our servers may be
      vulnerable to computer  viruses,  physical or electronic  break-ins and
      similar  disruptions.  These events could cause interruptions or delays
      in our business, loss of data or render us unable to accept and fulfill
      orders.

7.    We may not be able  to  convert  customers  from  traditional  shopping
      methods or draw them from our online  competitors.  Among other things,
      our potential  customers may be concerned with shopping at our Web site
      due to shipping costs, delivery time, and product.

8.    Our  Internet  product  sales  currently  are not subject to sales tax,
      except for purchases made in the state of Connecticut.  Nonetheless, if
      individual states or the federal  government choose to impose sales tax
      obligations on out-of-state e-commerce  transactions,  our revenues and
      growth potential may be materially and adversely affected.

9.    The success of the Company's service will depend in large part upon the
      development  and  maintenance  of the  Web  infrastructure,  such  as a
      reliable network  backbone with the necessary speed,  data capacity and
      security.  The  infrastructure  of  complementary  products or services
      necessary  to  make  the Web a  viable  commercial  marketplace  of the
      long-term may not be developed  and,  even if it is developed,  the Web
      may not  become  a  viable  commercial  marketplace  for  products  and
      services  such  as  those  offered  by the  Company.  If the  necessary
      infrastructure, standard or protocols or complementary


     Governmental Regulation of the Internet

     1.   The growth and  development  of the  market  for online  commerce  may
          prompt calls for more stringent consumer  protection laws, both in the
          United  States  and  abroad,  that may  impose  additional  burdens on
          companies  conducting business online. The adoption or modification of
          laws or regulations  relating to the Internet could  adversely  affect
          our business.

     2.   In the future,  more stringent consumer  protection laws in the United
          States and  abroad  could  impose  additional  burdens  on  e-commerce
          companies.  The adoption or  modification  of such laws or regulations
          could materially and adversely affect our business.



Inability to Continue as a Going Concern  without a Significant  Improvement  in
the Company's Financial Condition

Although we were formed in 1992,  we are still in the  development  stage.  From
inception through March 31, 2001, we had an accumulated deficit of approximately
$8,656,446. We expect that our deficit will continue to increase.  Revenues were
insignificant and are primarily from our membership  service agreement with PCS.
We do not currently have any significant source of membership  revenue.  At this
time we have no basis to believe that we will ever generate  operating  revenues
from the sale of, or services to, any membership base.

The Company  may not be able to obtain  additional  financing  that is needed to
continue and expand its operations.  If adequate funds are not available, or are
not  available on terms  favorable to us, we may not be able to  effectively  to
continue or complete the implementation of the business plan.


Dependence on Manufacturers, Distributors, Shippers, and Key Personnel

          1.   The Company does not have  long-term  or  exclusive  arrangements
               with any supplier,  vendor or  distributor  that  guarantees  the
               availability  of products for  purchase or auction.  From time to
               time  the  Company  has   experienced   difficulty  in  obtaining
               sufficient  product  allocation  from  certain  vendors.  If  the
               Company  is not  able  to  offer  its  customers  or  contractors
               sufficient  quantities  or a variety of products,  the  Company's
               business,  financial  condition  and  operating  results  will be
               materially adversely affected.

          2.   We are not  certain  that any  manufacturer  or  distributor  who
               supplies  goods or services to our Company might not change their
               business   practices,   adjust   their   prices,   modify   their
               distribution  requirements or distribution  areas, or do anything
               else that may make it impossible to us to continually have access
               to  the  products  that  we  intend  to  offer  for  sale  to our
               "members".

          3.   The Company relies upon third party carriers to ship the products
               the  Company  sells.  Therefore,  the Company is subject to risks
               affecting a  carrier's  ability to provide  delivery  services to
               meet its shipping  needs.  In the past, the Company's  failure to
               promptly  deliver  products  has led to customer  complaints  and
               regulatory  action  against the  Company.  Failure to deliver the
               products the Company  sells in a timely  manner could  materially
               adversely affect its business,  financial condition and operating
               results.

          4.   HouseHold  Direct is currently wholly dependent upon the personal
               efforts and  abilities of our two full-time  executive  officers,
               only one of whom, John Folger,  Chief Executive Officer,  has any
               experience  in  the  membership   club  industry.   The  loss  or
               unavailability  to us of  the  services  of  John  Folger  or Ann
               Jameson,  Vice  President  of  Operations,  could have a material
               negative  impact  on our  business  prospects  and any  potential
               earning  capacity.  If  our  level  of  operations  significantly
               increases,  the business may depend upon our abilities to attract
               and  hire  additional  management  and  staff  employees.  It  is
               possible  that  we will  be  unable  to  secure  such  additional
               management and staff when necessary.




Legal Risks

1.       It is  possible  that  claims  could be made  against  online  services
         companies  under both United  States and  foreign  law for  defamation,
         libel,  invasion  of  privacy,   negligence,   copyright  or  trademark
         infringement,  or other theories based on the nature and content of the
         material disseminated through their services.  Several private lawsuits
         seeking to impose such liability upon other online  services  companies
         are currently pending.
2.       In addition, legislation has been proposed in several states, including
         California,  Maryland,  Nevada,  Virginia and  Washington  that imposes
         liability  for, or prohibits the  transmission  over the  Internet,  of
         certain types of unsolicited e-mail or advertisements.
3.       The imposition  upon the Company and other online service  providers of
         potential liability for information carried on or disseminated  through
         their  services  could  require  the Company to  implement  measures to
         reduce its exposure to such liability, which may require the Company to
         expend  substantial  resources  and/or to discontinue  certain  service
         offerings.
4.       The Company does not carry liability  insurance.  Therefore,  any costs
         incurred  by the  Company  as a result of such  liability  or  asserted
         liability could harm the Company's  business,  financial  condition and
         results of operations.
5.       Buyers of the  Company's  products may sue if they are harmed by any of
         the products whose sales the Company facilitates.  Although the Company
         does  not  manufacture  these  products,  the  Company  is  exposed  to
         potential  liability.  Liability  claims  could  require the Company to
         spend  significant  time and money in litigation and to pay significant
         damages,  which could harm the Company's business,  financial condition
         and results of operations. Although the Company intends to disclaim all
         warranties  and rely on the  manufacturers  to fulfill  their  warranty
         obligations,  the Company cannot be certain that the manufacturers will
         be able to fulfill their warranty obligations. In addition, the Company
         believes that some disclaimers may be  unenforceable  under the laws of
         certain foreign jurisdictions.
6.       The U.S. Patent Office recently issued several business-method patents
         having an impact on business conducted on the Internet, among them the
         business-method  patents  relating  to  `one  click'  online  shopping
         transactions (whereby third party affiliates provide certain services,
         including book review, online) issued to Amazon.com. While the Company
         does not believe that any of the business  process  patents  issued to
         date will directly impact the way the Company conducts business, there
         are  no  assurances  that  the  U.S.  Patent  Office  will  not  issue
         additional  business-method patents which could have an adverse impact
         on  the  Company's  business,  forcing  modification  to  some  of the
         Company's business activities in order to avoid possible future claims
         of patent  infringement.  The recent granting of such patents is still
         being challenged.  Furthermore,  the likelihood and ability to enforce
         such broad patents remains  undetermined.  Nonetheless,  the continued
         granting of such broad patents could, in the future, force the Company
         to  change  its  method  of  advertising,  as well as other  important
         aspects of the Company's business, or face the risk of litigation.







                                     PART II
                               OTHER INFORMATION


ITEM 1. Legal Proceedings

The company is not a party to any  material  litigation  and is not aware of any
threatened material litigation except that is has been named as a defendant in a
civil lawsuit,  (a) Orienstar  Finance Ltd. vs. HouseHold  Direct.com,  Inc., et
al., Case No. 01CV0598 filed in the District Court,  Jefferson County,  State of
Colorado.  The lawsuit  filed on May 21, 2001  alleges that  HouseHold  violated
certain federal and Colorado  securities  laws including  engaging in fraudulent
conduct and misrepresentations to induce Orienstar to purchase $460,000 worth of
HouseHold  common  stock.  Orienstar  is  seeking  return  of its  $460,000  and
rescission of the Purchase  Agreement.  HouseHold has denied any  wrongdoing and
has engaged Colorado counsel to defend the Company.


ITEM 2. Changes in Securities

     To amend the Articles of  Incorporation  to change the name from  HouseHold
     Direct.com,  Inc. to  HouseHold  Direct,  Inc. 2. To amend the  Articles of
     Incorporation  to increase the number of authorized  shares of common stock
     from one  hundred  million  (100,000,000)  shares to two  hundred and fifty
     million (250,000,000) shares.


ITEM 3. Defaults upon Senior Securities

        None

ITEM 4. Submission of Matters to a Vote of a Security Holders

     2001

     The  amended  charter  dated  July 13,  2001  authorizes  the  issuance  of
     100,000,000 shares of common stock at a par value of $0.001 per share.

     In  lieu  of a  meeting  and  vote  of  stockholders,  a  majority  of  the
     corporation's stockholders gave written consent to said amendment.

     2002


     On January 22, 2002 the Company  filed a Proxy  Statement  (Schedule  14-A)
     with the Securities and Exchange Commission.  The Notice of Special Meeting
     and  Proxy  was  issued  only to  stockholders  of  record  at the close of
     business  on  December  21,  2001,  the  record  date fixed by the Board of
     Directors. The consensus of the Board of Directors was that this action was
     deemed to be in the best  interest  of the  Company in order to continue to
     seek additional  investment to support and implement the Company's business
     plan.

Therefore the Company's direction was as follows:

1.   To amend the Articles of  Incorporation  to change the name from  HouseHold
     Direct.com,  Inc. to  HouseHold  Direct,  Inc. 2. To amend the  Articles of
     Incorporation  to increase the number of authorized  shares of common stock
     from one  hundred  million  (100,000,000)  shares to two  hundred and fifty
     million (250,000,000) shares.

In lieu of a meeting and vote of stockholders, a majority of the

corporation's stockholders gave written consent to said amendment.


ITEM 5. Other Information

        None

ITEM 6. Exhibits and Reports on Form 8-K

     (a)  List of Exhibits None


     Pursuant to 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.


June 26, 2002                     /s/ John Folger
------------------               ----------------------------------
Date                             President and
                                 Chief Executive Officer