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

                                   ----------

                                   FORM 10-QSB

                [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

              [ ]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.
                                 3 GLEN ROAD
                             SANDY HOOK, CT 06482
               (Address of principal executive offices) (Zip Code)


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

                                   ----------
                             900 MAIN STREET SOUTH
                          SOUTHBURY, CONNECTICUT 06488
          (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 30, 2001
           --------                         ----------------------------
         Common stock                                42,802,018

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 for the six months ended June 30, 2001
and December 31, 2000

Consolidated Statements of Operations for the six Months Ended June 30, 2001 and
2000,  three Months ended June 30, 2001 and 2000,  and from inception on May 18,
1998 to June 30, 2001

Consolidated Statements of Cash Flows for the six Months Ended June 30, 2001
and 2000, and from inception on May 18, 1998 to June 30, 2001

Notes to Consolidated Financial Statements


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

Part II. Other Information

Part II.   Other
Information.....................................................................

 Item 1:  Legal
Proceedings.....................................................................

 Item 2:  Changes in Securities.................................................

 Item 3:  Defaults Upon Senior Securities.......................................

 Item 4:  Submission of Matters to Vote of Security Holders.....................

 Item 5:  Exhibits and Reports on Form 8-K......................................
<PAGE>


                           HOUSEHOLD DIRECT.com, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

<table>
                                                               (Unaudited)         (Audited)
                                                                June 30           December 31,
                                                                  2001                2000
                                                                  ----                ----
CURRENT ASSETS
<S>                                                         <C>

     Cash and cash equivalents                              $      13,946        $         --
     Prepaid expenses and other current assets                     59,600               4,600
     Inventory                                                         --              64,056
                                                              -----------         -----------
         Total current assets                                      73,546              68,656

PROPERTY AND EQUIPMENT, net                                        57,392             113,989

     Intangible assets, net of accumulated amortization            35,526              41,991
     Other assets - contracts receivable                               --              58,500
     Deposits                                                      17,831               7,564
                                                              -----------         -----------
         TOTAL ASSETS                                        $    184,295        $    290,700
                                                              ===========         ===========


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                                         $ 1,976,209        $ 1,451,773
     Accrued salaries                                             537,824            500,324
     Current portion of note payable                              235,066              8,072
     Amounts payable to related parties                           328,442            265,705
                                                              -----------         ----------
         Total current liabilities                              3,077,541          2,225,874

Note Payable, net of current portion                               23,031             23,031
Deferred revenue                                                       --             54,000
                                                              -----------         ----------
         TOTAL LIABILITIES                                      3,100,572          2,302,905
                                                              -----------         ----------

SHAREHOLDERS' DEFICIT
     Common stock, 100,000,000 shares of $0.001 par value
         authorized; 42,802,018, Shares issued and
         outstanding at June 30, 2001                              42,727             34,145
     Additional paid-in capital                                 5,088,162          4,749,666
     Common stock subscriptions receivable                     (   34,355)        (   34,355)
     Deficit accumulated during the development stage          (8,012,811)        (6,761,661)
                                                              -----------         ----------
         TOTAL SHAREHOLDERS' DEFICIT                           (2,916,277)        (2,012,205)
                                                              -----------         ----------
         TOTAL LIABILITIES AND
              SHAREHOLDERS' DEFICIT                         $     184,295        $   290,700
                                                              ===========         ==========
</table>
The accompanying notes are an integral part of these consolidated financial
statements.




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

                                                                  Cumulative
                                                                    During
                                                                 Development
                                                                    Stage                       Six Months Ended
                                                                 May 18, 1998                        June 30,
                                                              to June 30, 2001                 2001             2000
                                                               --------------               ---------        ---------

                                                           <c>                        <c>                <c>
 REVENUES:
     Consulting services                                      $      297,293             $    69,575        $   103,300
     Service fees                                                     61,713                      --             55,593
     Sales                                                           249,833                  39,286             96,360
                                                              --------------             -----------        -----------
TOTAL REVENUES                                                       608,839                 108,861            255,253
                                                              --------------             -----------        -----------

OPERATING EXPENSES:
     Cost of Goods Sold                                              238,741                  24,419             87,620
     Salaries and benefits                                         1,225,574                 109,494            286,852
     Research and development                                        757,454                  19,786             53,311
     Depreciation and amortization                                   115,520                  23,315             25,546
     Consulting and professional fees                              2,742,166                 798,743            560,008
     General and administrative                                    3,117,595                 281,232            638,256
                                                              --------------             ------------       -----------
     TOTAL OPERATING EXPENSES                                      8,197,050               1,256,989          1,651,593
                                                              --------------             ------------       -----------
LOSS FROM OPERATIONS                                              (7,588,211)             (1,148,128)        (1,396,340)
                                                              --------------             ------------       -----------

OTHER EXPENSE:
     Interest expense                                                 16,503                  14,662                390
     Loss from subsidiary - PCNI                                     319,737                      --                 --
     Write-off Inventory and Equipment                                88,360                  88,360                 --
                                                              --------------             -----------        -----------
     TOTAL OTHER EXPENSE                                             424,600                 103,022                390
                                                              --------------             -----------        -----------

NET LOSS BEFORE INCOME TAX
     PROVISION                                                    (8,012,811)             (1,251,150)        (1,396,730)

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

NET LOSS                                                      $   (8,012,811)            $(1,251,150)       $(1,396,730)
                                                              ==============             ===========        ===========

Basic and diluted net loss per weighted
     average share of common stock
     outstanding                                              $        (0.35)           $      (.03)        $     (.06)
                                                              ==============            ============        ===========

Weighted average number of shares of
     basic and diluted common stock
     outstanding                                                  23,004,940             37,176,341          22,196,207
                                                              ==============            ============        ===========

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


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




                                                              Three Months Ended
                                                                   June 30,
                                                              2001           2000
                                                           ---------       --------

                                                       <c>             <c>
 REVENUES:
     Consulting services                               $    37,500        $    70,675
     Service fees                                               --             43,686
     Sales                                                  13,476             96,360
                                                       -----------        -----------
TOTAL REVENUES                                              50,976            210,721
                                                       -----------        -----------

OPERATING EXPENSES:
     Cost of Goods Sold                                         --             87,620
     Salaries and benefits                                  37,500            157,841
     Research and development                                9,867                 --
     Depreciation and amortization                          11,658             13,792
     Consulting and professional fees                      609,763            145,385
     General and administrative                            161,948            254,478
                                                       ------------       -----------
     TOTAL OPERATING EXPENSES                              830,736            659,116
                                                       ------------       -------------
LOSS FROM OPERATIONS                                      (779,760)          (448,395)
                                                       ------------       -------------

OTHER EXPENSE:
     Interest expense                                        9,691                175
     Loss from subsidiary - PCNI                                --                 --
     Write-off Inventory and Equipment                      18,506                 --
                                                       -----------        -----------
     TOTAL OTHER EXPENSE                                    28,197                175
                                                       -----------        -----------

NET LOSS BEFORE INCOME TAX
     PROVISION                                            (807,957)          (448,570)

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

NET LOSS                                               $  (807,957)       $  (448,570)
                                                        ===========        ===========

Basic and diluted net loss per weighted
     average share of common stock
     outstanding                                      $      (.02)        $     (.02)
                                                      ============        ===========

Weighted average number of shares of
     basic and diluted common stock
     outstanding                                       39,064,064          23,594,946
                                                      ============        ===========

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




                           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
                                                             January 1,      January 1,        Development
                                                              2001 to         2000 to             Stage
                                                             June 30,        June 30,         May 18, 1998
                                                               2001            2000          to June 30, 2001
                                                          -------------     ------------     -----------------


                                                        <c>                <c>             <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                 $ (1,251,150)   $ (1,396,730)   $  (8,012,811)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
       Depreciation                                               16,850          27,676           95,576
       Amortization                                                6,465           4,934           19,944
       Shares issued for services, consulting and
        purchases of Company's                                   347,078         204,927        2,965,327
       Write-off Inventory and Equipment                         119,246              --          119,246
       Interest paid with stock                                       --              --           20,500
       (Increases) decreases in operating assets:
           Accounts receivable                                        --      (  219,995)      (   63,100)
           Prepaid expenses and other current assets              43,500      (   12,598)          43,500
           Inventory                                          (   15,443)     (  101,303)      (   79,499)
       Increases (decreases) in operating liabilities:
           Accounts payable and accrued salaries                 561,936         298,363        2,352,836
           Amounts payable to related parties                     62,737          30,529          170,567
           Deferred revenue                                   (   54,000)        212,688               --
                                                             -----------     -----------       ----------
              Net cash used in operating activities           (  162,781)     (  951,509)      (2,367,914)
                                                             -----------     -----------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Deposits on Web construction                             (   50,267)     (   40,000)      (   57,831)
     Investment in Software                                           --      (   36,750)      (   36,750)
     Cash acquired from acquisition of Thunderstick                   --              --       (   18,720)
     Additions to property and equipment                              --      (   73,251)      (  192,715)
     Investment cross check                                           --              --             --
                                                              ----------      ----------        ---------
              Net cash used in investing activities           (   50,267)     (  150,001)      (  306,016)
                                                              ----------      ----------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Cash received stock subscription                                                             38,945
     Stock issued for cash                                            --       1,099,187       2,390,834
     Advances on notes payable                                   240,510              --         283,510
     Payments on notes payable                                (   13,516)     (    2,717)      (  25,413)
                                                              ----------      ----------       ---------
              Net cash provided by financing activities          226,994       1,096,470       2,687,876
                                                              ----------      ----------       ---------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                13,946      (    5,040)         13,946

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                        --          31,013              --
                                                              ----------      ----------        ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                    $     13,946    $     25,973      $   13,946
                                                              ==========      ==========        =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION
         Cash paid during the period for interest                   450             390            2,844
                                                             ==========      ==========         =========
         Cash paid during the period for income taxes               --              --                 --
                                                             ==========      ==========         =========
</table>
The accompanying notes are an integral part of these consolidated financial
statements.



SUPPLEMENTAL INFORMATION June 30, 2001:

1.   During  the  period  January 1, 2001 to June 30,  2001 the  company  issued
     7,475,909  shares  for  financial  advisory  services  office  expense  and
     accounts payable valued at $301,456.



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

NOTE 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").

PCNI,  incorporated  on June 13, 1997, was engaged in the business of developing
and  operating  a  wholesale  buying club that,  in  addition  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 suspend  development  and
implementation  of 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 of $1.00.

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  LLC in exchange for  1,000,000  shares of the  Company's
common stock. A shareholder  loaned 500,000 shares to the Company and the shares
were  given  as  50%  of  the  consideration  to  the  former   shareholders  of
Thunderstick.  The Company  recorded a liability  of $5,000 as due to the former
owner of Thunderstick,  pending the issuing of 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.  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  the  Company's  Web site and  e-commerce  operations  and in  providing
similar services, on a consulting basis, to third parties.

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.


<PAGE>


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

NOTE 1.   ORGANIZATION (Continued)

In September,  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 124,000 shares of the Company's common stock.

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 expensed the acquisition in the second quarter of 2000 in the
amount of $164,130.

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 $  8,012,811  for the period from May 18,
1998 (inception) to June 30, 2001, and has used cash in operations of $2,367,914
for the period  from May 18,  1998  (inception)  to June 30,  2001.  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.
<PAGE>


                           HOUSEHOLD DIRECT.COM, 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
<PAGE>
                           HOUSEHOLD DIRECT.COM, 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 June 30,  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.

Inventory

Inventory  is  stated  at the  lower  of cost  or  market.  Cost  is  determined
principally on the average cost method.  Inventory of merchandise  available for
resale  was $0, at June 30,  2001.  During  the first  half of 2001 the  Company
closed out the  inventory  of  merchandise  it was  holding in its two  Southern
facilities and realized a loss on the sale of $48,613.

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
<PAGE>

                           HOUSEHOLD DIRECT.COM, 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 June 30, 2001 was $328,442.


<PAGE>
                           HOUSEHOLD DIRECT.COM, INC.

Item 2.   Management's Discussion and Analysis.

OVERVIEW

HouseHold Direct.com,  Inc. is in the process of creating a unique new "consumer
services membership club" by creating a shopping platform that will offer direct
access  to  "cost-plus   handling   charge"   prices  from   manufacturers   and
distributors.  The Company  believes  manufacturers  are seeking a new  Internet
based consumer  service  solution for the first time,  which can be coupled to a
network of  physical  locations  or service  centers.  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  believes the  Management  Team when completed will possess the required
skills and  experience  from  corporate  to startup  backgrounds;  and,  will be
experienced in business development,  marketing, operations, web-site design and
management, and database application support.

The Company was initially engaged,  through its subsidiary PCNI, in the business
of developing and operating a wholesale  buying club that, in addition  provided
buying,  marketing and financial  services to third party owned wholesale buying
clubs. The traditional buying club business model (the "Traditional  Model") was
predicated on the sale of  memberships  to the general  public.  The  membership
entitled the holders to purchase goods and services through the wholesale buying
club at  manufacturer  direct prices  (exclusive of  separately  charged  taxes,
handling and shipping  charges and a  processing  fee of up to 10%).  During the
fourth  quarter  of  1998,  the  Company  elected  to  suspend  development  and
implementation  of 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,  the Company
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 the Company) for nominal consideration of $1.00.

The services being developed by the Company are expected to 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 on the members who purchase  products from the
Company.  This rich demographic product and psychographic data can be helpful to
manufacturers in developing a  consumer-direct,  knowledge based,  product order
and  fulfillment  capability.  These  manufacturers  are expected to  contribute
advertising  dollars  and  participation  fees for these  services.  Value added
service  providers,  such as insurance and financial services can also be allied
strategically with the Company.  This innovative concept of "cost-plus  handling
charge" may position the Company in a groundbreaking  new business  category for
Internet  service  companies  and  informational  content  providers,  and drive
revenue for membership fees and advertising.

The  Company  expects to expand its  membership  base by using a "members  only"
style of telemarketing  program.  Residual monthly membership  revenues could 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.

Financing efforts will center on: a) guiding the Company from its planning stage
into an aggressive implementation phase, pursuing the consolidation strategy; b)
providing  and  coordinating  a wide range of skills  from  strategic  planning,
market assessment, technology evaluation, financial analysis, deal structure and
negotiation, and financial and legal engineering; c) advisement and coordination
of the near term  expansion of the  management  team and the  nomination  of the
Board of Directors; d) providing a full spectrum of investment banking services,
focused  upon a  contemplated  series of  acquisitions  to begin  the  Company's
consolidation  of the  private  wholesale  buying  club  industry;  e)  separate
financing for each acquisition,  combining debt, equity, and/or coordinating the
multi-disciplinary  activities of other experts and advisors to  participate  in
the due diligence and integration process of anticipated acquisitions.

We had signed a definitive  financing  contract for a $10 million  equity credit
line with  JJ&T  Investors,  an  investment  fund  associated  with Wall  Street
Financing Group of Boca Raton,  Florida. The agreement signed with JJ&T has been
replaced by an agreement  with DRH Capital and Dutchess  Private  Equities Fund,
L.P., for the same amount of equity financing and $100,000 bridge-financing.

We are working  out the  schedule  by which to draw  against  the larger  equity
package,  which is related to the Company  filing an amended  SB-2  Registration
Statement which was originally filed in July 2001.

On July 6, 2001 the Company  signed an  agreement  with Family  Savers  Inc.,  a
Charleston,  South Carolina based consumer services  membership club, to acquire
100% of the  assets.  As part of the  agreement,  a  schedule  of cash  payments
extending  to October 31, 2001 was  established.  The  payments  total  $475,000
sellers' compensation,  working capital and debt reduction against total sellers
liability of over $1 million.  The Company made the initial  $50,000  payment as
part of a good faith deposit  required by the  agreement.  As the second $25,000
payment was initiated,  the seller demanded a controlling interest in the public
corporation as a result of a 1 or 2 delay in funds  settlement.  The Company has
declined  this offer,  turned the matter over to counsel for  resolution  and is
awaiting the outcome of this matter.

RESULTS OF OPERATIONS


Revenues

Six Months Ended June 30, 2001 Compared to the Six Months Ended June 30, 2000.


The Company has been in its developmental stage since May 18, 1998. Net Revenues
for the six months ended June 30, 2001 were $108,861 as compared to revenues for
the six months ended June 30, 2000 which were $255,253.

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


From Inception May 18, 1988 to June 30, 2001

Company revenues earned since inception were $608,839.  Revenues from sales were
$249,833 or 41% of the total  revenues  from  inception.  Consulting  income was
$297,293 which is 49% of the total  revenues,  over the same period.  Membership
fees, all earned from January 1, 2000, were only 10% of the total revenues.


Operating  Expenses

Six Months Ended June 30, 2000 compared to the six Months Ended June 30, 2001

Total Operating  Expenses other than Cost of Sales for the six months ended June
30, 2001 were $1,232,570 compared with $1,563,976 for the same period in 2000, a
decrease of 21%.

Salaries and related costs decreased from $286,852 for the six months ended June
30, 2000 to $109,494 for the six months  ended June 30,  2001;  a 60%  decrease.
This is  primarily  attributable  to the  Company's  closing  the  two  Southern
facilities and the Company's two remaining executives working almost exclusively
to arrange financing.

Consulting and  professional  fees increased by $238,735 (43%) from $560,008 for
the six months  ended June 30, 2000 to  $798,743,  for the six months ended June
30,  2001.  The  reason  for the  increase  was fees paid in stock to  financial
advisors, lawyers, consultants and underwriters.

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

General and  Administrative  expenses decreased from $638,256 for the six months
ended June 30, 2000 to $281,232 for the same period in 2001.

Liquidity and Future Plans

Six Months Ended June 30, 2001 compared to the six months Ended June 30, 2000

For the six months ended June 30, 2001,  net cash used by operations was $12,113
principally due to the quarterly loss of $807,957.  This was partially offset by
depreciation of $8,426, amortization of $3,232 and shares issued for services in
the amount of $301,456 while current assets and liabilities  provided  $464,224.
For the quarter ended June 30, 2000,  net cash used by  operations  was $299,782
which was offset by depreciation  and  amortization of $23,610 and shares issued
for services $59,927,  while current assets and liabilities  contributed cash of
$214,855.

Cash used by  investing  activities  for the six months ended June 30, 2001 were
principally  related to the investment in software  $50,267.  For the six months
ended June 30, 2000, cash used in investing activities was $150,001.

The  Company   anticipates  that  the  current  working  capital  deficiency  of
$2,893,246  will be  supplemented  in the short term by the sale of common stock
and short term borrowing.

From Inception May 18, 1988 to June 30, 2001

The net cash outflow from  operations  was  $2,367,914,  over the period May 18,
1998 to June 30, 2001. Primarily, through issuance of common stock, the Company
obtained  the funds  needed to pay for the  operating  cash  deficiency  and the
investment of $306,016 in property, equipment, and other assets. The use of debt
to offset cash deficiency was $258,097.

The net loss of the Company was $8,012,811.  The loss was  essentially  financed
through  issuance  of  $2,156,329  common  stock  for  cash and  $2,965,327  for
services.  The  issuance of common  stock  provided  64% of the net loss amount.
Essentially,  accounts payable and accrued  salaries of $2,352,836  provided the
additional 36% of the funding for the net loss.

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 June 30, 2001, we had an accumulated  deficit of $8,012,811.
We  expect  that  our  deficit  will   continue  to  increase.   Revenues   were
insignificant  which 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
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

        The  Company has  increased  the  authorized  shares from 50 million to
        100 million.

ITEM 3. Defaults upon Senior Securities

        None

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

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


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.


August 20, 2001                     /s/ John Folger
------------------               ----------------------------------
Date                             President and
                                 Chief Executive Officer