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 JUNE 30, 2000

              [ ]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.com, 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.com, INC.
                              900 MAIN STREET SOUTH
                          SOUTHBURY, CONNECTICUT 06488
               (Address of principal executive offices) (Zip Code)


                                 (203) 267-1400
              (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

CHECK WHETHER THE  REGISTRANT  FILED ALL  DOCUMENTS  AND REPORTS  REQUIRED TO BE
FILED BY SECTION 12, 13 OR 15(d) OF THE EXCHANGE ACT AFTER THE  DISTRIBUTION  OF
SECURITIES UNDER A PLAN CONFIRMED BY A COURT.__{YES}  ___{NO}

                      APPLICABLE ONLY TO CORPORATE ISSUERS



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

             CLASS                          OUTSTANDING ON JUNE 30, 2000
           --------                         ----------------------------
         Common stock                                24,152,109

Transitional Small Business Disclosure Format: ___Yes   ____No

<PAGE>



                              HOUSEHOLD DIRECT.COM, INC.
                               Table of Contents

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

Consolidated Balance Sheets at
 June 30, 2000

Consolidated Statements of Operations for the
three Months Ended June 30, 2000 and 1999,
six Months Ended June 30, 2000 and 1999,
and from inception on May 18, 1998 to
June 30, 2000

Consolidated Statements of Cash Flows for the
six Months Ended June 30, 2000 and 1999,
and from inception on May 18, 1998 to
June 30, 2000

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
<PAGE>
<TABLE>

                           HOUSEHOLD DIRECT.com, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                                 JUNE 30, 2000


                                     ASSETS

<S>                                                         <C>

CURRENT ASSETS

     Cash and cash equivalents                              $      25,973
     Service fee receivable                                        80,000
     Prepaid expenses and other current assets                     62,163
     Inventory                                                    101,303
                                                              -----------
         Total current assets                                     269,439

PROPERTY AND EQUIPMENT, net                                       119,204

Intangible assets, net of accumulated amortization
     of $7,014                                                     48,456
Other Assets - Contract receivable                                144,595
                                                              -----------
         TOTAL ASSETS                                        $    581,694
                                                              ===========


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                                         $   935,815
     Accrued salaries                                             433,889
     Current portion of note payable                                2,884
     Amounts payable to related parties                           222,636
                                                              -----------
         Total current liabilities                              1,595,224

NOTE PAYABLE, net of current portion                                2,020
                                                              -----------
         TOTAL LIABILITIES                                      1,597,244
                                                              -----------

DEFERRED REVENUE                                                  212,688

COMMITMENTS AND CONTINGENCIES                                          --
                                                              -----------
                                                                1,809,932
                                                              -----------
SHAREHOLDERS' DEFICIT
     Common stock, 50,000,000 shares of $0.001 par value
         authorized; 24,152,109, Shares issued and
         outstanding at June 30, 2000                              24,152
     Additional paid-in capital                                 2,917,514
     Common stock subscriptions receivable                        (34,355)
     Options outstanding                                          125,131
     Deficit accumulated during the development stage          (4,260,680)
                                                              -----------
         TOTAL SHAREHOLDERS' DEFICIT                           (1,228,238)
                                                              -----------
         TOTAL LIABILITIES AND
              SHAREHOLDERS' DEFICIT                         $     581,694
                                                              ===========
</TABLE>

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


<PAGE>

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

<TABLE>

                                                                   Cumulative
                                                                     During
                                                                   Development
                                                                      Stage
                                                                 May 18, 1998
                                                              to June 30, 2000
                                                               --------------
<S>                                                          <C>
 REVENUES:
     Consulting services                                      $      156,718
     Service fees                                                     55,593
     Sales                                                            96,360
                                                              --------------
TOTAL REVENUES                                                       308,671
                                                              --------------

OPERATING EXPENSES:
     Cost of Goods Sold                                               87,620
     Salaries and benefits                                           737,308
     Research and development                                        184,383
     Depreciation and amortization                                    52,399
     Consulting fees                                               1,132,500
     General and administrative                                    1,793,109
     Professional Fees                                               261,028
                                                              --------------
     TOTAL OPERATING EXPENSES                                      4,248,347
                                                              --------------
LOSS FROM OPERATIONS                                              (3,939,676)
                                                              --------------

OTHER EXPENSE:
     Interest expense                                                 (1,267)
     Loss from subsidiary - PCNI                                    (319,737)
                                                              --------------
     TOTAL OTHER EXPENSE                                            (321,004)
                                                              --------------

NET LOSS BEFORE INCOME TAX
     PROVISION                                                    (4,260,680)

INCOME TAX PROVISION                                                      --
                                                              --------------

NET LOSS                                                      $   (4,260,680)
                                                              ==============

Basic and diluted net loss per weighted
     average share of common stock
     outstanding                                              $        (0.03)
                                                              ==============

Weighted average number of shares of
     basic and diluted common stock
     outstanding                                                  15,048,304
                                                              ==============

</TABLE>

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

<PAGE>


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



<TABLE>

                                               Three Months Ended                       Six Months Ended
                                                     June 30,                                June 30,
                                               1999             2000                   1999             2000
                                          --------------   --------------         --------------   --------------
<S>                                      <C>               <C>                    <C>              <C>
 REVENUES:
     Consulting services                  $           --   $       70,675         $           --   $      103,300
     Service Fees                                     --           43,686                     --           55,593
     Sales                                            --           96,360                     --           96,360
                                          --------------   --------------         --------------   --------------
TOTAL REVENUES                                        --          210,721                     --          255,253
                                          --------------   --------------         --------------   --------------

OPERATING EXPENSES:
     Cost of Goods Sold                               --           87,620                     --           87,620
     Salaries and benefits                        12,201          157,841                 12,201          286,852
     Research and development                      5,700               --                 29,662           53,311
     Depreciation and amortization                 2,952           13,792                 12,907           25,546
     Consulting fees                              53,200           14,750                134,980          298,980
     General and administrative                   71,638          254,478                163,277          638,256
     Professional Fees                            22,375          130,635                 25,397          261,028
                                          --------------   --------------         --------------   --------------
     TOTAL OPERATING EXPENSES                    168,066          659,116                378,424        1,651,593
                                          --------------   --------------         --------------   --------------
LOSS FROM OPERATIONS                            (168,066)        (448,395)              (378,424)      (1,396,340)
                                          --------------   --------------         --------------   --------------

OTHER EXPENSE:
     Interest expense                                 --             (175)                    --             (390)
                                          --------------   --------------         --------------   --------------
     TOTAL OTHER EXPENSE                              --             (175)                    --             (390)
                                          --------------   --------------         --------------   --------------

NET LOSS BEFORE INCOME TAX
     PROVISION                                  (168,066)        (448,570)              (378,424)      (1,396,730)

INCOME TAX PROVISION                                  --               --                     --               --
                                          --------------   --------------         --------------   --------------

NET LOSS                                  $     (168,066)  $     (448,570)        $     (378,424)  $   (1,396,730)
                                          ==============   ==============         ==============   ==============

Basic and diluted net loss per weighted
     average share of common stock
     outstanding                          $        (0.01)  $        (0.02)        $        (0.02)  $        (0.06)
                                          ==============   ==============         ==============   ==============

Weighted average number of shares of
     basic and diluted common stock
     outstanding                              17,078,652       23,594,946             17,078,652       22,196,207
                                          ==============   ==============         ==============   ==============

</TABLE>

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

<PAGE>


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

<TABLE>
                                                             For the          For the           Cumulative
                                                            Period from     Period from          During
                                                             April 1,        January 1,        Development
                                                              2000 to          2000 to            Stage
                                                             June 30,          June 30,        May 18, 1998
                                                               2000             2000         to June 30, 2000
                                                          -------------     ------------     -----------------
<S>                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                 $   (448,570)   $ (1,396,730)   $  (4,260,680)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
       Depreciation                                               12,856          27,676           45,435
       Amortization                                                3,998           4,934            7,014
       Shares issued for services, consulting and
        purchases of Company's                                    59,927         204,927          791,984
       Interest paid with stock                                       --              --           20,500
       (Increases) decreases in operating assets:
           Accounts receivable                                    32,877        (219,995)        (224,595)
           Prepaid expenses and other current assets              32,151        ( 12,598)        ( 22,163)
           Inventory                                             (65,013)       (101,303)        (101,303)
       Increases (decreases) in operating liabilities:
           Accounts payable and accrued salaries                  81,422         298,363        1,364,704
           Amounts payable to related parties                     96,318          30,529          192,915
           Deferred revenue                                           --         212,688          212,688
                                                             -----------     -----------       ----------
              Net cash used in operating activities             (194,034)       (951,509)      (1,973,501)
                                                             -----------     -----------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Deposits on Web construction                                     --        ( 40,000)        ( 40,000)
     Investment in Software                                     ( 36,750)       ( 36,750)        ( 36,750)
     Cash acquired from acquisition of Thunderstick                   --              --           17,815
     Additions to property and equipment                        ( 27,125)       ( 73,251)        (163,467)
                                                              ----------      ----------        ---------
              Net cash used in investing activities             ( 63,875)       (150,001)        (222,402)
                                                              ----------      ----------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Stock issued for cash                                        40,000       1,099,187        2,178,327
     Cash received on stock subscriptions receivable                  --              --           38,645
     Advances on notes payable                                        --              --           11,000
     Payments on notes payable                                   ( 1,379)        ( 2,717)         ( 5,096)
                                                              ----------      ----------        ---------
              Net cash provided by financing activities           38,621       1,096,470        2,222,876
                                                              ----------      ----------        ---------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                             ( 219,288)        ( 5,040)          25,973

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                   245,261          31,013               --
                                                              ----------      ----------        ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                    $     25,973    $     25,973        $  25,973
                                                              ==========      ==========        =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION
         Cash paid during the period for interest                   175             390             1,920
                                                             ==========      ==========         =========
         Cash paid during the period for income taxes               --              --                 --
                                                             ==========      ==========         =========

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

</TABLE>
<PAGE>
SUPPLEMENTAL INFORMATION JUNE 30, 2000:

During the six months ended June 30, 2000, the Company issued:

     1.   550,000  Common  shares  for  investor  relations  services, valued at
          $75,850 or $.14 per share.

     2.   328,800  common shares for consulting  services,  valued at $91,250 or
          $28 per share.

     3.   100,000  common  shares  in  connection   with  the  purchase  of  the
          non-operating Company Cross Check, Inc., valued at $74,000 or $.14 per
          share.

     4.   500,000 common shares in connection with the purchase of Thunderstick,
          Inc.,  an  internet  consulting  company.  The  shares  represent  the
          Company's second and last installment,  the Company had issued a total
          of  1,000,000  shares  valued at  $10,000 in  exchange  for all of the
          shares of  Thunderstick.  Subsequent  to June 30,  2000,  the  Company
          issued 500,000 shares in satisfaction of its replacement obligation.

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

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


(1)      ORGANIZATION

     On January 2, 1992, RDI Marketing,  Inc. ("RDI") (AKA Household Direct.com)
was formed as a Florida corporation.  Upon formation, RDI issued 1,000 shares of
common  stock.  RDI  essentially  remained  dormant  with no direct or  indirect
business  activity  until  reinstatement  on May 18, 1998. On May 18, 1998,  RDI
adopted a plan of recapitalization whereby the 1,000 shares of common stock were
converted into 1,000,000  shares of .001 par value common stock.  In addition to
the  recapitalization  on May 18, 1998, RDI filed a disclosure  statement  under
Rule 15C2-11 of the Securities and Exchange Act of 1934 (hereafter the "Exchange
Act") with the National Association of Securities Dealers ("NASD"). As a result,
commencing  on June 11, 1998,  RDI's common stock was quoted on the OTC Bulletin
Board.

     On July 10, 1998, RDI exchanged  10,000,000  shares of common stock for all
of the  outstanding  stock of Preferred  Consumer  Network  International,  Inc.
("PCNI") (see Note 3).


     PCNI,  incorporated  on June 13,  1997,  was  engaged  in the  business  of
developing  and  operating  a  wholesale  buying  club  which  provided  buying,
marketing and financial  services to third party owned  wholesale  buying clubs.
The  traditional  buying club  business  model (the  "Traditional  Model") being
utilized  by PCNI was  predicated  on the  sale of  memberships  to the  general
public,  which  memberships  entitled the holders to purchase goods and services
through the wholesale buying club at wholesale  prices  (exclusive of separately
charged taxes, handling and shipping charges and a processing fee of up to 10%).
During the fourth quarter of 1998, RDI elected to abandon the Traditional  Model
in preference to a new business  model (the "New Model")  predicated on the mass
marketing (through telemarketing and the internet) of memberships. Additionally,
the  operations of PCNI,  based on the Old Model were  suspended and PCNI became
inactive. Subsequently, RDI sold all of the issued and outstanding capital stock
of PCNI to Mr. John Folger (the  President,  a member of the Board of  Directors
and a principle shareholder of RDI) for nominal consideration (see Note 3).

     RDI, in  furtherance  of the  development  of the New Model,  entered  into
several acquisitions during 1999.

     On  May  7,  1999,  the  Company  acquired  all  of  the  common  stock  of
Thunderstick in exchange for 1,000,000  shares of the Company's  common stock. A
shareholder  donated  500,000 shares to the Company and the shares were given as
50%  consideration  to the former  shareholders  of  Thunderstick.  The  Company
recorded  a  liability  of $5,000 as  balance  owed in  acquisition,  pending an
additional  500,000  shares.  In May 2000,  the  Company  issued the  additional
500,000 shares to the former  shareholders of  Thunderstick  and charged off the
liability.

     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,  Inc.  ("Thunderstick") in exchange for 1,000,000 shares of common
stock.  Thunderstick,  through its wholly-owned affiliate Thunderstick Software,
LLC, is engaged in the business of developing  and marketing  internet  software
which will be utilized to support RDI's website and e-commerce  operations  (see
Note 3).

<PAGE>


                           HOUSEHOLD DIRECT.com, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2000

(1)      ORGANIZATION (CONTINUED)

     In July,  1999,  RDI,  changed  its  corporate  domicile  from  Florida  to
Delaware,  and its name to HouseHold  Direct.com,  Inc. (the  "Company").  These
changes were effectuated by merging the Company into its  wholly-owned  Delaware
subsidiary,  and such  merger had no impact on the  shareholders  or the capital
accounts of the Company.

     In September,  1999, the Company entered into an acquisition agreement with
Megappliance,  Inc.  ("Mega")  pursuant to which the Company agreed to acquire a
website (including software, technology and related commercial relationships) in
exchange for shares of the Company's common stock (see Note 3).

     On March 9, 2000, the Company executed an Agreement and Plan of Merger with
Cross Check 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.


(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 website,  product,  and market strategy.  The Company
has not generated  significant  revenues from  operations,  and in the course of
funding  product and website  development  and other  start-up  activities,  has
experienced cumulative net losses of $4,260,680 for the period from May 18, 1998
(inception)  to June 30, 2000, and has used cash in operations of $1,973,501 for
the period from May 18, 1998  (inception) to June 30, 2000. The Company  expects
that it will  continue to incur net operating  losses as it expends  substantial
resources  on  product  development  and sales and  marketing  in an  attempt to
capture  market  share and  develop  market  recognition.  Management  is in the
process of raising  additional  capital  through  continued  issuance  of stock.
Management of the Company believes that its 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.  Without the assurances of additional  capital,  these factors raise 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.


<PAGE>

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


(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.

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 from the PCNI subsidiary. Revenue
relates to consulting  services  performed by Thunderstick.  Revenue consists of
service  income  earned  related  to the  contract  entered  into with  Personal
Consumer Services, Inc.


Deferred Revenues

     Deferred  revenue  as  presented  on the  balance  sheet  relates 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 in the first
six months and fees received  subsequent to the second  quarter were recorded as
revenue.  Only revenues  projected to be collected in the next year are shown as
current service fee receivable. The balance is shown as other assets.
<PAGE>

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


(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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  liabilities  for which it is practicable to estimate.  At
June 30, 2000, 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 to the Company for loans with similar
terms.

Research and Development Costs

Research and development costs are expensed as incurred.

Goodwill

     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. As of
June 30, 2000, amortization expense for the six months ended was $4,943.

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.

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.

Inventory

     Inventory  is  stated at the lower of cost or  market.  Cost is  determined
principally  on the  average  cost  method.  Inventory  at June 30, 2000 were as
follows:

                Merchandise for Resale        $101,303
                                               =======
<PAGE>


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


(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Loss per Share

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

(3)      ACQUISITIONS AND SALES

Preferred Consumer Network International, Inc.

     On July 10, 1998,  the Company  purchased  PCNI in exchange for  10,000,000
shares of common  stock at $0.001  par value per  share.  This  acquisition  was
accounted for by using the purchase  method of accounting,  and  accordingly the
deficit  assumed was initially  recorded by the Company based on estimated  fair
values at the date of acquisition:

<TABLE>
<S>                                   <C>
Deficit                               $      (693,716)
Goodwill                                      703,716
                                      ---------------
Purchase consideration                $        10,000
                                      ===============
</TABLE>

     On December 31, 1998,  the Company sold PCNI to a major  shareholder of the
Company for $1.

Thunderstick, Inc.

     On May 7, 1999, a related party exchanged  500,000 shares of .001 par value
per share  personally held common stock (par value of $5,000) of the Company for
50% of the  purchase  consideration  for all of the stock of  Thunderstick.  The
Company  agreed to  replace  the  shares so applied  and  therefore,  $5,000 was
included in amounts payable to related parties. The outstanding portion, 500,000
shares of common stock (par value of $5,000), was issued in May 2000.
<PAGE>

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



(3)      ACQUISITIONS AND SALES (CONTINUED)

     This  acquisition  was  accounted  for by  using  the  purchase  method  of
accounting,  and  accordingly  the equity assumed was initially  recorded by the
Company based on estimated fair values at the date of acquisition:

<TABLE>
<S>                                   <C>
Equity                              $        28,580
Negative goodwill                           (18,580)
                                    ---------------
Purchase consideration              $        10,000
                                    ===============
</TABLE>

     The  market  value of the  Company's  shares on May 7, 1999 was  $0.346 per
share,  equating to a value of $346,000.  Based on the substance of the purchase
agreement,  as well as the  underlying net assets of the acquired  company,  the
transaction was recorded at fair value and subsequently  written down to the par
value of the Company's shares.

     The  non-current  assets  of the  purchased  company  were  reduced  by the
negative goodwill.

Megappliance, Inc.

     On September 9, 1999, a related party  exchanged  personally  held stock of
the  Company  valued at $34,720  for the assets of Mega.  This  acquisition  was
accounted for by using the purchase  method of accounting,  and  accordingly the
assets  assumed were  initially  recorded by the Company based on estimated fair
values at the date of acquisition:

<TABLE>
<S>                                   <C>

Computer equipment                   $        16,000
Goodwill                                      18,720
                                     ---------------
Purchase consideration               $        34,720
                                     ===============
</TABLE>

The Company agreed to replace the shares so applied.



<PAGE>


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


(4)      RELATED PARTY TRANSACTIONS

     Since  inception  of  the  operations,   directors  and  shareholders  have
contributed $222,686 additional paid in capital to the Company.


(5)      PROPERTY AND EQUIPMENT

     Property  and  equipment  consisted  of the  following at June 30, 2000 and
1999:
<TABLE>
<S>                                         <C>

Office Equipment                            $   77,109
Motor vehicle                                   13,500
Computer equipment                              52,783
Computer software                               24,454
                                            ----------
                                               167,846
Less:  accumulated depreciation               ( 48,642)
                                            ----------
                                            $  119,204
                                            ==========
</TABLE>
<PAGE>
                           HOUSEHOLD DIRECT.com, INC.
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)





(6) FORMATION OF ADDITIONAL SUBSIDIARIES

     During the first six months of 2000, the Company formed  additional  wholly
owned  subsidiaries  for the purpose of  expanding  and pursuing  other  related
business opportunities.

(7) AGREEMENT WITH PERSONAL CONSUMER SERVICES, INC.

     In  January  2000,  the  Company  entered  into a  service  agreement  (the
"Agreement")  with a  third  party  wholesale  buying  club,  Personal  Consumer
Services,  Inc.  ("PCS").  The Company is to provide services for PCS members in
exchange for a base fee and monthly  retainer as defined in the  Agreement.  The
Agreement  expires  in  December  2005 with an option to extend  the term for an
additional  five years.  As of June 30, 2000,  the Company is owed $652,872 from
PCS, of which  $612,688 has been recorded as deferred  revenue.  The Company has
had no prior history of collection on this receivable,  which is secured by only
memberships  receivable of PCS that in most instances are at least one year old.
Because of this fact the Company  has set up a reserve of  $400,000  against the
receivable which is offset as a reduction of deferred revenue.

(8) PURCHASE OF CROSS CHECK CORP.

     On March 9, 2000, the Company executed an Agreement and Plan of Merger with
Cross and a Letter of 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.

     Pro-forma information is not presented for this acquisition since Cross was
an inactive company with no significant assets and liabilities.

(9)     UNAUDITED INTERIM FINANCIAL INFORMATION

     The unaudited  interim  consolidated  financial  information as of June 30,
2000 and for the  quarters  and the six  months  ended  June  30,  2000 has been
prepared on the same basis as the audited consolidated financial statements.  In
the opinion of management,  such unaudited  information includes all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation
of this interim information. Operating results for the six months ended June 30,
2000 are not necessarily  indicative of the results that may be expected for the
entire year ending December 31, 2000.

(10) SUBSEQUENT EVENTS

     In September 2000,  624,000 shares were issued to Officers and Directors to
replace  shares  they had  loaned  to the  Company,  which the  Company  used to
purchase Thunderstick, Inc. and Megappliance, Inc.
<PAGE>
                           HOUSEHOLD DIRECT.com, INC.
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2000

Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
        AND RESULTS OF OPERATIONS


Overview


     HouseHold Direct.com,  Inc. ("the Company") is in the process of creating a
unique new  Internet  "consumer  services  membership  club" by offering  direct
access to "cost-plus"  prices from  manufacturers and distributors.  The Company
believes  manufacturers  are  seeking  a new  Internet  based  consumer  service
solution  for the first  time.  Through  its  fulfillment  partners  and  direct
relationships,   the   Company   provides   direct   pricing   from  brand  name
manufacturers/distributors  on their entire current product line. The Company is
positioned as a massive new  "membership  club" for the Internet  similar to the
proven  market  acceptability  of  Costco,  Sam's Club and BJ's  Warehouse.  The
Company   believes  the  Management  Team  possesses  the  required  skills  and
experience  from  corporate  to startup  backgrounds;  and, are  experienced  in
business development, marketing, operations, web-site design and management, and
database application support.

     The services being  developed by the Company  create a substantial  benefit
for two constituent groups - consumer and manufacturer. The consumers benefit by
a dramatic  reduction in product prices.  While supplying this price  advantage,
the  Company  collects  significant  and  valuable  personal  data  and  product
preferences information.  This rich demographic,  product and psychographic data
helps  manufacturers in developing a consumer-direct,  knowledge based,  product
order  and  fulfillment   capability.   These   manufacturers   will  contribute
advertising  dollars  and  participation  fees for these  services.  Value added
service  providers,  such as insurance and  financial  services have also allied
strategically with the Company.  This innovative concept of  "cost-plus-handling
charge" will position the Company in a groundbreaking  new category for Internet
service  and  content  providers,  and drive  revenue  for  membership  fees and
advertising.  A  number  of  strategic  alliances  and  acquisitions  have  been
completed;  and,  additional  relationships  are in discussion and review stages
that  combine the reach of the  Internet  with  physical  locations  serving key
geographical markets in a total "click and mortar" solution.

     The Company expects to expand its membership base by using a "members only"
style of telemarketing  program.  Residual monthly  membership  revenues will be
increased by the introduction of additional  bundled  services.  The inexpensive
monthly  fee for  core  services  allows  for the  bundling  of  additional  ISP
(Internet Service  Provider),  Telco and utility payment services.  This revenue
stream, coupled with rich consumer data, will become a valuable corporate asset.
<PAGE>

                           HOUSEHOLD DIRECT.com, INC.
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2000

Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
        AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

     The company commenced its developmental stage on May 18, 1998. Net Revenues
for the second quarter of 2000 were $210,721 comprising,  sale of merchandise of
$96,360,  consulting  services of $70,675 and membership fees of $43,686.  There
was no revenue in the second quarter of 1999. Sales of merchandise in the second
quarter  of 2000  resulted  from the  Company's  service  agreement  with PCS, a
member-based  consumer product  organization.  Consulting services are for third
party website  design and  management  which are a result of the  acquisition of
Thunderstick.

OPERATING  EXPENSES

     Total  Operating  Expenses other than Cost of Sales increased from $168,066
to $571,496; an increase of 240% in the quarter ended June 30, 2000, as compared
to the quarter  ended June 30, 1999.  Cost of sales of  merchandise  approximate
91%.


     Salaries and related costs  increased from $12,201 in the second quarter of
1999 to  $157,841  in the second  quarter of 2000;  an 1193%  increase.  This is
primarily attributable to the Company's hiring of executives in key positions in
order to begin  operations  and the  person  associated  with  the  purchase  of
Thunderstick.

     Consulting  Fees  decreased  $38,450 from $53,200,  a 72% decrease,  in the
second  quarter  of 1999 to $14,750  in the  second  quarter  of 2000.  Costs of
consulting services,  included in salaries and related costs, approximate 50% of
revenues generated. This difference is mainly the result of the company's hiring
of personnel to develop their Website instead of using a consultant.

     Professional  fees  increased from $22,375 in the second quarter of 1999 to
$130,635 in the second  quarter of 2000; an increase of 484%.  This increase was
primarily  due to the  cost of the  initial  audit  of the  Company's  financial
statements  from the inception of its activities on May 18, 1998 to December 31,
1999 and the legal fees involved with  securities  and exchange  compliance  and
filings.

     General and  Administrative  expenses  increased from $71,638 in the second
quarter of 1999 to $254,478 in the second  quarter of 2000, an increase of 255%.
This was primarily the result of investor relations  expenses of $42,988,  costs
associated  with the  service  agreement  with PCS of  $64,478,  and  additional
increase  in travel and  entertainment  of  $23,685  and an  increase  in office
expenses of approximately $30,000.
<PAGE>
                           HOUSEHOLD DIRECT.com, INC.
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2000

Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
        AND RESULTS OF OPERATIONS

INCOME TAX

     The Company had net operating  losses (NOLs) of $4,260,680 at June 30,2000,
primarily because of past expenses associated with development stage activities.
These NOLs and corresponding  estimated tax assets,  computed at a 38% tax rate,
expire at various  dates  through the year 2018.  Realization  of  deferred  tax
assets associated with the NOL is dependent upon generating  sufficient  taxable
income prior to their expiration.

     Management  believes that there is a risk that these NOLs may expire unused
and,  accordingly,  has established a 100% valuation  allowance against them and
has not recognized any tax benefit to the NOLs.

LIQUIDITY,  CAPITAL  RESOURCES  AND CAPITAL  COMMITMENTS

     For the six-month  period ended June 30, 2000,  net cash used by operations
was $951,509  principally due to the year-to-date  loss of $1,396,730.  This was
partially  offset by depreciation of $27,676,  amortization of $4,934 and shares
issued  for  services  in the  amount of  $204,927,  while  current  assets  and
liabilities provided $207,684. In 1999, net cash used by operations was $918,833
which was offset by depreciation  and  amortization of $23,610 and shares issued
for services of $479,503, while current liabilities provided cash of $817,485.

     Cash used by  investing  activities  for the six months ended June 30, 2000
were  principally  related to  deposits  on web  construction  of  $40,000,  the
acquisition of software  $36,750  (Profitware)  and the addition of computer and
office equipment in the amount of $73,251. For the year ended December 31, 1999,
cash used in investing  activities was primarily for the acquisition of property
and equipment amounting to $90,216.

     The  Company  anticipates  that the  current  negative  working  capital of
$1,325,785 will be supplemented in the short term by the sale of common stock.

     For a  description  of  certain  factors  that could  adversely  affect the
Company's  future capital  requirements and the adequacy of its available funds,
including  factors that are beyond the  Company's  control,  see the  discussion
under Note 2 to the financial statements in the Company's Report on Form 8KA for
the month of March 2000 which included the Company's financial statement for the
year ended December 31, 1999.


<PAGE>
                                     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.

ITEM 2. Changes in Securities

        None

ITEM 3. Defaults upon Senior Securities

        None

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

        None

ITEM 5. Other Information

        None

ITEM 6. Exhibits and Reports on Form 8-K

     (a)  List of Exhibits None

     (b)  Financial Data Schedule
          No reports on Form 8-K were filed during
          the period April 1, 2000 to June 30, 2000.

     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.


September 27, 2000                /s/ John Folger
------------------               ----------------------------------
Date                             President and
                                 Chief Executive Officer