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 SEPTEMBER 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, as of the latest practicable date:

             CLASS                          OUTSTANDING ON SEPTEMBER 30, 2000
           --------                         ---------------------------------
         Common stock                                25,369,468

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 September 30, 2000

Consolidated Statements of Operations for the three months ended
September 30, 2000 and 1999, nine Months Ended September 30, 2000 and 1999,
and from inception on May 18, 1998 to September 30, 2000

Consolidated Statements of Cash Flows for the three months ended and nine
months Ended September 30, 2000, and from inception on May 18, 1998 to
September 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)
                               SEPTEMBER 30, 2000


                                     ASSETS

<S>                                                         <C>

CURRENT ASSETS

     Cash and cash equivalents                              $      31,300
     Service fee receivable                                        11,907
     Prepaid expenses and other current assets                     80,561
     Inventory                                                    120,500
                                                              -----------
         Total current assets                                     244,268

PROPERTY AND EQUIPMENT, net                                       148,164

Intangible assets, net of accumulated amortization
     of $7,014                                                     55,224
Other Assets - Contract receivable                                 92,688
                                                              -----------
         TOTAL ASSETS                                        $    540,344
                                                              ===========


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                                         $ 1,040,049
     Accrued salaries                                             561,741
     Current portion of note payable                                2,952
     Amounts payable to related parties                           431,379
                                                              -----------
         Total current liabilities                              2,036,121

NOTE PAYABLE, net of current portion                               31,103
                                                              -----------
         TOTAL LIABILITIES                                      2,067,224
                                                              -----------

DEFERRED REVENUE                                                   92,688

COMMITMENTS AND CONTINGENCIES                                          --
                                                              -----------
                                                                2,159,912
                                                              -----------
SHAREHOLDERS' DEFICIT
     Common stock, 50,000,000 shares of $0.001 par value
         authorized; 24,956,109, Shares issued and
         outstanding at September 30, 2000                         26,193
     Additional paid-in capital                                 3,215,332
     Common stock subscriptions receivable                        (64,379)
     Deficit accumulated during the development stage          (4,796,714)
                                                              -----------
         TOTAL SHAREHOLDERS' DEFICIT                           (1,619,568)
                                                              -----------
         TOTAL LIABILITIES AND
              SHAREHOLDERS' DEFICIT                         $     540,344
                                                              ===========
</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 Sept. 30, 2000
                                                              ------------------
<S>                                                          <C>
 REVENUES:
     Consulting services                                      $      221,718
     Service fees                                                     77,323
     Sales                                                           147,716
                                                              --------------
TOTAL REVENUES                                                       446,757
                                                              --------------

OPERATING EXPENSES:
     Cost of Goods Sold                                              133,843
     Salaries and benefits                                           997,057
     Research and development                                        184,383
     Depreciation and amortization                                    73,304
     Consulting fees                                               1,204,169
     General and administrative                                    2,000,829
     Professional Fees                                               328,681
                                                              --------------
     TOTAL OPERATING EXPENSES                                      4,922,266
                                                              --------------
LOSS FROM OPERATIONS                                              (4,475,509)
                                                              --------------

OTHER EXPENSE:
     Interest expense                                                 (1,468)
     Loss from subsidiary - PCNI                                    (319,737)
                                                              --------------
     TOTAL OTHER EXPENSE                                            (321,205)
                                                              --------------

NET LOSS BEFORE INCOME TAX
     PROVISION                                                    (4,796,714)

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

NET LOSS                                                      $   (4,796,714)
                                                              ==============

Basic and diluted net loss per weighted
     average share of common stock
     outstanding                                              $        (0.27)
                                                              ==============

Weighted average number of shares of
     basic and diluted common stock
     outstanding                                                  17,747,428
                                                              ==============

</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                       Nine Months Ended
                                                  September 30,                            September 30,
                                               1999             2000                   1999             2000
                                          --------------   --------------         --------------   --------------
<S>                                      <C>               <C>                    <C>              <C>
 REVENUES:
     Consulting services                  $       25,918   $       65,000         $       25,918   $      168,300
     Service Fees                                     --           21,730                     --           77,323
     Sales                                            --           51,356                     --          147,716
                                          --------------   --------------         --------------   --------------
TOTAL REVENUES                                    25,918          138,086                 25,918          393,339
                                          --------------   --------------         --------------   --------------

OPERATING EXPENSES:
     Cost of Goods Sold                               --           46,223                     --          133,843
     Salaries and benefits                       158,681          259,749                170,882          546,601
     Research and development                     62,415               --                 92,077           53,311
     Depreciation and amortization                10,907           17,648                 15,859           53,701
     Consulting fees                             250,893           77,223                385,873          363,399
     General and administrative                  165,036          205,423                328,313          845,979
     Professional Fees                            39,729           67,653                 65,126          328,681
     Bad debt expense                            190,444               --                190,444               --
     Rent expense                                 15,000               --                 15,000               --
     Website Design                              131,072               --                131,072               --
                                          --------------   --------------         --------------   --------------
     TOTAL OPERATING EXPENSES                  1,024,177          673,919              1,394,646        2,325,515
                                          --------------   --------------         --------------   --------------
LOSS FROM OPERATIONS                            (998,259)        (535,833)            (1,368,728)      (1,932,176)
                                          --------------   --------------         --------------   --------------

OTHER EXPENSE:
     Interest expense                                 --             (201)                    --             (591)
                                          --------------   --------------         --------------   --------------
     TOTAL OTHER EXPENSE                              --             (201)                    --             (591)
                                          --------------   --------------         --------------   --------------

NET LOSS BEFORE INCOME TAX
     PROVISION                                  (998,259)        (536,034)            (1,368,728)      (1,932,767)

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

NET LOSS                                  $     (998,259)  $     (536,034)        $   (1,368,728)  $   (1,932,767)
                                          ==============   ==============         ==============   ==============

Basic and diluted net loss per weighted
     average share of common stock
     outstanding                          $        ( .06)  $        (0.02)        $        ( .08)  $        (0.08)
                                          ==============   ==============         ==============   ==============

Weighted average number of shares of
     basic and diluted common stock
     outstanding                              17,448,931       23,303,865             17,448,931       23,303,865
                                          ==============   ==============         ==============   ==============

</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
                                                              July 1,        January 1,        Development
                                                              2000 to          2000 to            Stage
                                                           September 30,    September 30,    May 18, 1998 to
                                                               2000             2000       September 30, 2000
                                                          -------------     ------------     -----------------
<S>                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                 $   (536,034)   $ (1,932,764)   $  (4,796,714)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
       Depreciation                                               14,415          46,470           63,057
       Amortization                                                3,233           7,231           10,247
       Shares issued for services, consulting and
        purchases of Company's                                    16,000         154,750          771,940
       Interest paid with stock                                       --              --           20,500
       (Increases) decreases in operating assets:
           Accounts receivable                                        --         (99,995)        (104,595)
           Prepaid expenses and other current assets             (18,398)        (70,996)        ( 80,561)
           Inventory                                             (19,197)       (120,500)        (120,500)
       Increases (decreases) in operating liabilities:
           Accounts payable and accrued salaries                 232,085         530,449        1,601,790
           Amounts payable to related parties                         --              --               --
           Deferred revenue                                           --          92,688           92,688
           Deferred compensation                                      --          15,000               --
                                                             -----------     -----------       ----------
              Net cash used in operating activities             (307,896)     (1,377,667)      (2,542,148)
                                                             -----------     -----------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Deposits on Web construction                                     --              --               --
     Investment in Software                                     ( 10,000)       ( 26,785)        ( 36,441)
     Cash acquired from acquisition of Thunderstick                   --              --               --
     Additions to property and equipment                        ( 43,375)       (121,005)        (211,221)
                                                              ----------      ----------        ---------
              Net cash used in investing activities             ( 53,375)       (147,790)        (247,662)
                                                              ----------      ----------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Stock issued for cash                                            --       1,225,318        2,310,957
     Cash received on stock subscriptions receivable              93,984              --               --
     Advances on notes payable                                        --              --               --
     Loans Payable to shareholders                               243,463         273,992          476,098
     Payments on notes payable                                   ( 1,420)        ( 4,669)         ( 6,516)
     Increase in notes payable                                    30,571          31,103           40,571
                                                              ----------      ----------        ---------
              Net cash provided by financing activities          366,598       1,525,744        2,821,110
                                                              ----------      ----------        ---------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                 5,327             287           31,300

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                    25,973          31,013               --
                                                              ----------      ----------        ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                    $     31,300    $     31,300        $  31,300
                                                              ==========      ==========        =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION
         Cash paid during the period for interest           $       201     $       591         $   1,468
                                                             ==========      ==========         =========
         Cash paid during the period for income taxes               --              --                 --
                                                             ==========      ==========         =========

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

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

SUPPLEMENTAL INFORMATION

During the nine months ended September 30, 2000, the Company issued:


SUPPLEMENTAL INFORMATION

The Company had the following non-cash transactions since inception:

1998

1.       The Company issued 10,000,000 shares for the acquisition of PCNI for
         $10,000.
2.       The Company issued 914,000 shares valued at $100,540 for services.
3.       The Company issued 175,905 shares in lieu of $20,500 interest payable
         on a note payable.
4.       The Company received subscriptions for 200,000 shares for $50,000.

1999

1.       The Company issued 1,488,800 shares for services valued at 369,372.
2.       The Company received subscriptions for 50,000 shares valued at
         $23,000.
3.       The Company  replaced the shares it had borrowed from related parties
         and  reclassified  $9,999 payables to related parties as paid-in
         capital.

2000

1.       The Company issued 958,800 shares valued at $186,897 for services.
2.       The Company issued 500,000 shares to a shareholder to replace 500,000
         shares that shareholder loaned to the Company to purchase Thunderstick,
         Inc valued at $5,000.
3.       The Company issued 100,000 shares to acquire a public Company shell
         valued at $19,030.
4.       The Company issued 124,000 shares to pay related parties loans in the
         amount of $34,720.

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)


(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 $4,796,714 for the period from May 18, 1998
(inception) to September 30, 2000, and has used cash in operations of $2,542,148
for the period from May 18, 1998  (inception) to September 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
September  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
September 30, 2000, amortization expense for the nine months ended was $7,014.

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 September 30, 2000 were as
follows:

                Merchandise for Resale        $120,500
                                               =======
<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 $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 $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 September 30, 2000:

<TABLE>
<S>                                         <C>
Office equipment                            $ 77,601
Motor Vehicles                                49,565
Computer equipment                            58,603
Computer software                             25,452
                                             -------
                                             211,221
Less:  accumulated depreciation            (  63,057)
                                            --------
                                           $ 148,164
                                            ========
</TABLE>
<PAGE>
                           HOUSEHOLD DIRECT.com, INC.
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)





(6) FORMATION OF ADDITIONAL SUBSIDIARIES

     During the first nine 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 September 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 $520,000 against
the receivable which is offset as a reduction of deferred revenue.

(8) PURCHASE OF CROSS CHECK CORP.(CROSS)

     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 nine months ended  September 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  nine  months  ended
September  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 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)
                               SEPTEMBER 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,  is  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.  Additional  relationships  are in discussion  and review stages that
combine  the  reach  of  the  Internet  with  physical   locations  serving  key
geographical markets.

     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)
                               SEPTEMBER 30, 2000

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


NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1999

RESULTS OF OPERATIONS

     The  Company  has been at  developmental  stage  since  May 18,  1998.  Net
Revenues for the nine months ended September 30, 2000 were $393,339  comprising,
sale of merchandise of $147,716,  consulting services of $168,300 and membership
fees of $77,323.  Revenues  for the nine months  ended  September  30, 1999 were
$25,918 from the consulting  services.  The increase in sales of merchandise for
the nine months ended  September 30, 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.  Membership fees are for the wholesale  buying
club which  allows the members to purchase  goods at  wholesale  prices plus 10%
processing fees on the internet.

OPERATING  EXPENSES

     Total Operating Expenses other than Cost of Sales for the nine months ended
September 30, 1999 were $1,394,646  compared with $2,191,672 for the same period
in 2000, an increase of 57%.  Cost of sales of  merchandise  approximate  91% of
sales.

     Salaries  and related  costs  increased  from  $170,882 for the nine months
ended  September  30, 1999 to $546,601 for the nine months ended  September  30,
2000; a 220% increase. This is primarily attributable to the Company's hiring of
executives  in key positions in order to begin  operations  and the personnel of
Thunderstick.

     Consulting fees decreased by $22,474, a 5% decrease,  from $385,873 for the
nine months  ended  September  30, 1999 to  $363,399  for the nine months  ended
September 30, 2000.

     Professional  fees  increased  from  $65,126  for  the  nine  months  ended
September 30, 1999 to $328,681 for the nine months ended  September 30, 2000; an
increase of 404%.  This  increase was primarily due to an increase in accounting
and legal fees.

     General and  Administrative  expenses  increased from $328,313 for the nine
months ended  September  30, 1999 to $845,979  for the same period in 2000.  The
increase of 158% is primarily  the result of total bad debt expense of $190,000,
total  write off of the  purchase  of Cross  Check  Corp of  $169,030  and total
investor relations cost of $126,989.
<PAGE>
                           HOUSEHOLD DIRECT.com, INC.
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 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  $4,796,714  at September
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 nine months ended  September 30, 2000,  net cash used by operations
was $1,377,667 principally due to the year-to-date loss of $1,932,767.  This was
partially  offset by depreciation of $46,470,  amortization of $7,231 and shares
issued  for  services  in the  amount of  $154,750,  while  current  assets  and
liabilities  provided  $346,646.  For the year  ended  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 nine months ended  September 30,
2000 were principally related to the investment in software $26,785 (Profitware)
and the addition of computer and office equipment in the amount of $121,005. For
the year ended December 31, 1999, cash used in investing activities was $61,788,
primarily for the acquisition of property and equipment amounting to $79,603.

     The  Company  anticipates  that the  current  negative  working  capital of
$1,791,853 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>
                           HOUSEHOLD DIRECT.com, INC.
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

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

THREE  MONTHS  ENDED  SEPTEMBER  30,  2000  COMPARED TO THE THREE  MONTHS  ENDED
SEPTEMBER 30, 1999

RESULTS OF OPERATIONS

     Net Revenues for the three months ended  September  30, 2000 were  $138,086
comprising,  sale of merchandise of $51,356,  consulting services of $65,000 and
membership  fees of $21,730.  Revenue for the three months ended  September  30,
1999 was $25,918.  Sales of merchandise for the three months ended September 30,
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 for the three  months
ended  September 30, 1999 were  $1,024,177,  compared with $627,696 for the same
period in 2000,a decrease of 39%. Cost of sales of merchandise approximate 90%.

     Salaries and related  costs  increased  from  $158,681 for the three months
ended  September  30, 1999 to $259,749 for the three months ended  September 30,
2000; a 64% increase.  This is primarily attributable to the Company's hiring of
executives  in key positions in order to begin  operations  and the personnel of
Thunderstick.

     Consulting fees decreased by $173,670, a 69% decrease,  from $250,893,  for
the three months ended  September 30, 1999 to $77,223 for the three months ended
September  30,  2000.

     Professional  fees  increased  from  $39,729  for the  three  months  ended
September 30, 1999 to $67,653 for the three months ended  September 30, 2000; an
increase of 70%. This increase was primarily due to the cost of the audit of the
Company's  financial  statements  from the inception of its  activities  and the
legal and  accounting  fees involved with  securities,  exchange  compliance and
filings.

     General and  Administrative  expenses increased from $165,036 for the three
months ended  September  30, 1999 to $205,423  for the same period in 2000.  The
increase  of 26% is  primarily  the result of  investor  relations  expenses.
<PAGE>
                           HOUSEHOLD DIRECT.com, INC.
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000

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

INCOME TAX


LIQUIDITY,  CAPITAL  RESOURCES  AND CAPITAL  COMMITMENTS

     For the three months ended  September 30, 2000, net cash used by operations
was  $307,896  principally  due to the  quarterly  loss of  $536,034.  This  was
partially  offset by depreciation of $14,415,  amortization of $3,233 and shares
issued  for  services  in the  amount  of  $16,000,  while  current  assets  and
liabilities provided $194,490.

     Cash used by investing  activities for the three months ended September 30,
2000 were $53,375  principally  related to the investment in software of $10,000
(Profitware)  and the addition of computer and office equipment in the amount of
$43,375.

     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
          Form 8-K was filed during the
          period July 1, 2000 to September 30, 2000 for a change
          of accountants.

     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.


November 13, 2000                /s/ John Folger
------------------               ----------------------------------
Date                             President and
                                 Chief Executive Officer