U.S. SECURITIES AND 53EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-KSB

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

                   For the fiscal year ended December 31,2000
                         Commission file number 0-12183



                           HOUSEHOLD DIRECT.COM, INC.

             (Exact name of registrant as specified in its charter)

              Delaware                                   51-0388634
 (State or other jurisdiction of              (IRS Employer Identification No.)
           Incorporation                          (or Organization)

              900 Main Street South, Suite 201, Southbury, CT 06488
                    (Address of principal executive offices)

                                 (203) 267-1400
                            Issuer's telephone number

         Securities registered under Section 12(b) of the Exchange Act:

                                      None
4
         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, Par Value $.001 Per Share
                                (Title of class)

Indicate by check mark whether the registrant (I) filed all reports  required to
be filed by Section 13 or 15(d) of the  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No[ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
any amendment to this Form 10-KSB. [ X ]

Issuer's revenues for its most recent fiscal year were $446,560.

The aggregate market value of the voting stock held by  non-affiliates  computed
by  reference  to the price at which the stock was sold,  or the average bid and
asked prices of such stock, as of March 24, 2001 was approximately $2,144,685.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of March 9, 2001: 35,744,754.

                       DOCUMENTS INCORPORATED BY REFERENCE

There are no documents incorporated by reference.

<PAGE>





HOUSEHOLD DIRECT.COM, INC.
2000 Form 10-K-SB Annual Report


Table of Contents


Part I                                                                      Page

Item          1.      Description of Business...........................

Item          2.      Properties........................................

Item          3.      Legal Proceedings.................................

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


Part II

Item          5.      Markets and Market Prices.........................

Item          6.      Management's Discussion and Analysis..............

Item          7.      Financial Statements   (See Financial Section)

Item          8.      Changes in and Disagreements with Accountants
                      on Accounting and Financial Disclosure............


Part III

Item          9.      Directors, Executive Officers, Promoters
                      and Control Persons...............................

Item          10.     Remuneration......................................

Item          11.     Security Ownership of Certain Beneficial Owners
                      and Management of HOUSEHOLD DIRECT.COM, INC.......

Item          12.     Certain Relationships and Related Transactions....

Item          13.     Exhibits and Reports on Form 8-k..................


<PAGE>


                           HOUSEHOLD DIRECT.COM, INC.



Item 1.   Description of Business.

Background

The  Company  is  engaged  in  the  creation,  development  and  marketing  of a
"membership club" to consumers.  In exchange for a "membership fee", the Company
will act as a purchasing  agent on behalf of the "member",  thereby allowing the
"member" to purchase normal household goods like furniture, carpeting, floor and
wall  coverings,  small and  large  appliance  and  electronic  products  at the
"wholesale"  price that a manufacture  or  distributor  normally sells to retail
businesses that sell these products.  This  "membership"  relationship  with the
consumer allows each of them to save money on these purchases because the profit
margin that is usually added to the  manufacturer or distributor  price by these
retail businesses is not added.

The  Company  relies on  recurring  membership  fees,  the  amounts of which are
dependent  on the  level of  service,  or  services,  that are  selected  by the
"member".  It is  expected  that  this  fee will be  normally  about  $9.95  per
member/per  month or an annual  fee.  The  Company  also  charges a handling  or
transaction fee, of 10% or less, on products purchased through the system.

The Company  was  originally  incorporated  on January 2, 1992 in Florida as RDI
Marketing,  Inc.  ("RDI").  Between 1992 and 1998,  the Company was  essentially
dormant with no significant business  activities.  On July 10, 1998, the Company
exchanged  10,000,000  shares of its  common  stock  for all of the  outstanding
shares of Preferred Consumer Network  International,  Inc. ("PCNI").  On May 14,
1999,  RDI entered into an acquisition  agreement  whereby RDI agreed to acquire
all of the  issued and  outstanding  capital  stock of  Thunderstick  LLC,  Inc.
("Thunderstick") in exchange for 1,000,000 shares of common stock.

On July 12, 1999,  RDI changed its  corporate  domicile from Florida to Delaware
and its name to HouseHold Direct.com,  Inc. by merging into the Company's wholly
owned Delaware  subsidiary.  On or about September 14, 1999, the Company entered
into an acquisition agreement with Megappliance, Inc. ("Mega") pursuant to which
the Company  agreed to acquire a Web site  (including  software,  technology and
related commercial relationships) in exchange for shares of the Company's common
stock.  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.
<PAGE>
Company Expansion by Using the Shopping Platform.

The Company  expects to provide a "brick and click" shopping  platform,  meaning
that  "members"  will have  access to  physical  customer  service  and  product
purchase  centers  "bricks"  and also use the  Internet  "clicks"  and/or  their
telephone and fax.  These combined  services,  or the shopping  platform,  offer
benefits to Company members, as well as to manufacturers and distributors.

The shopping platform,  when fully operational,  will include physical locations
where members can shop,  using an  Internet/Intranet  based product  cataloguing
systems  to  give  members  access  to  all  of the  information  through  their
computers,  with an integrated  customer  service to answer any questions from a
member.  There are plans to offer a custom designed  in-home delivery system for
larger products, which will be provided by a third party hired for this purpose.
The  special  prices are  available  to  consumers  who are paid  "members",  or
subscribers,  to the  services of the  Company.  The  shopping  platform is also
designed to help support the existing  distributor and  manufacturers'  business
because it can offer improvements to the speed and efficiency of the way they do
business.  In this  way,  the  Company  expects  to get  customers  for both the
business-to-business (B2B) and business-to-consumer (B2C) markets.

The "Members".

Consumers  pay an  initial  membership  fee to join the club.  They will also be
charged a recurring fee, like a subscription to a magazine or telephone network.
This  recurring  fee can be paid on either a monthly  or annual  basis.  The fee
allows the "member" to receive direct access to this discounting  system,  which
eliminates  the  traditional  retail  mark-up  on the  purchases  of brand  name
products.

The Company  provides  access to these goods and services,  for "members"  only,
directly  from their  homes using any  existing  level of  technology  that they
choose.  These combined  services,  or the shopping  platform,  offer additional
marketing  opportunities  for the Company because it can create  "members" under
its own  HouseHold  Direct brand name and will also allow the Company to support
any type of affinity,  co-branding and partnering capabilities.  This means that
the  Company  can offer its  services  to other  companies  under  their own, or
another brand name.  Instead of using a  merchandise  discounting  method,  that
normally takes the suggested retail price of a product and lowers the price, the
Company's plan is to offer the wholesale and distributor pricing,  which are the
prices that a normal retail store would pay for the product  before they mark it
up to sell to the consumer.  The  information  about these prices is expected to
give members the  knowledge to either  purchase  goods through the Company or to
become better  informed  shoppers  when they use  traditional  shopping  through
retailers.

The Building of the Company.

The  Company  expects  to be  successful  in  acquiring  a  membership  base and
receiving   revenues   from   essentially   three   sources:   i)   an   initial
application/membership fee; ii) monthly or annual participation fees; and iii) a
service fee on the merchandise purchases made by members through the Company.
<PAGE>
The Company is currently  building a  management  team,  expanding  its Board of
Directors and raising capital. The Company is also concentrating on developing a
plan to build  membership.  The methods  the  Company  intends to employ are: i)
acquisitions;  ii) marketing and selling memberships through the Internet;  iii)
direct  mail  and  telemarketing  solicitation;  and  iv) the  potential  use of
franchising and joint ventures to expand the  geographical  reach of the Company
both domestically and internationally.

America's Hometown Brand Center Hometown Brand Center

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

Company Products


HouseHold Direct.com,  Inc. was formed to engage in the development,  promotion,
marketing and sales of memberships  in a "wholesale  buying club" to the public.
The distinct  benefit of this club  membership  is the right to purchase a broad
range of normal household products at the direct manufacturer and/or distributor
price,  with no retail  type of markup  added to the  price.  The  Company  will
develop revenue by charging  membership fees for the discounting service that it
offers. The fees charged for the service are: (1) an initial membership fee; (2)
a monthly or annual dues fee; (3) and, a small commission or handling charge for
these services.  The Company plans to solicit  consumers to become  "members" by
advertising and marketing its' services directly to consumers.

The Company plans to expand its  operations  by developing  and promoting new or
complementary  services,  products or  transaction  formats and by expanding the
breadth and dept of the services the Company provides.

The  Company's  success  depends in part on its ability to purchase  products in
sufficient quantities at competitive prices. 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.  Also,  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.

Sales and Marketing

The  growth  plans  are  substantially  based  on  acquisitions.  A  significant
component  of  the  future   growth   strategy  is  to  continue  to  make  such
acquisitions.  The Company will be continually  evaluating possible acquisitions
of businesses or product lines that  complement or expand the existing  business
or product lines, and management  intends to pursue  favorable  opportunities as
they arise.

The Company's business depends in large part on continued growth in, and the use
of, the Internet. There are critical issues concerning the commercial use of the
Internet which remain  unresolved.  The issues  concerning the commercial use of
the  Internet  which we expect to affect the  development  of the market for our
products and services include:

       .  security              .  ease of access
       .  reliability           .  quality of service
       .  cost                  .  necessary increases in bandwidth availability


<PAGE>
The adoption of the Internet for  information  retrieval and exchange,  commerce
and  communications,  particularly by those  enterprises that have  historically
relied upon  traditional  means of commerce and  communications,  generally will
require that these enterprises  accept a new medium for conducting  business and
exchanging  information.  These entities likely will accept this new medium only
if the Internet provides them with greater  efficiency and an improved arena for
commerce and communication.

Our success, in particular our ability to receive and fulfill orders and provide
high-quality   customer   service,   largely   depends  on  the   efficient  and
uninterrupted  operation of our computer and communications systems. We contract
with a third party to host and maintain our Web sites.  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.


Competition


Our major  competition will be from companies that have a great deal more assets
and established sales such as United Consumers Club, Costco,  BJ's Wholesale and
Sam's Club. We believe that our combination of member service centers,  combined
with our Internet based  transaction  ordering system,  will offer a significant
advantage to the way we do business.

The Company  competes with various  companies that are both public and privately
owned. They come from three separate categories: (1) other private buying clubs;
(2) public wholesale discount clubs; and (3) a variety of Internet sellers. Some
of the privately owned buying clubs are: (1) United Consumers Club with about 90
locations;  (2) Unimart, which has approximately 12 locations;  and finally, (3)
Uniway,  which has both  company  owned and  franchised  locations  totaling  14
locations.  These  clubs  normally  charge an initial  fee of $800 to $1,500 and
annual  renewal  fees of about $50 to $100.  It is from this  existing  group of
membership  clubs that the  Company  will seek to locate  potential  acquisition
candidates.

The publicly owned discount clubs include Costco  Wholesale  Corporation,  Sam's
Club  (Wal-Mart  Stores,  Inc.),  and  BJ's  Wholesale  Club.  Typically,  these
companies charge an initial and annual  membership fee of $25 to $75.  According
to  documents  filed with the SEC,  their  combined  sales  exceed  $64  billion
annually.

Internet  sellers  can  be  auction  sites,  Web  sites  owned  directly  by the
manufacturer  or other  resellers  of household  products.  Some of our business
expansion  plans  assume that we will be involved in marketing  memberships  and
products over the Internet,  where our markets are highly competitive and we may
be unable to compete effectively.

The e-commerce  marketplace is new, rapidly evolving and intensely  competitive.
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.  The general  household  product
industries are also intensely competitive.  In the general and household product
industries  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.

A key  element of our  strategy  is to generate a high volume of traffic on, and
use of, our Web sites. Accordingly,  our Web site transaction processing systems
and  network  infrastructure  performance,   reliability  and  availability  are
critical  to our  operating  results.  These  factors  are also  critical to our
reputation and our ability to attract and retain customers and maintain adequate
customer service levels.

The  Internet  and  the   e-commerce   industry  are   characterized   by  rapid
technological change, changes in user and customer requirements and preferences,
and  frequent  product  and  service  introductions.  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. Our future success will depend on our ability to do
the following:

o license and/or internally develop leading technologies useful in our business;
o enhance our existing services;
o develop new  services  and  technology  that  address the  increasingly
  sophisticated  and varied needs of our existing and prospective customers;
  and
o respond to technological advances and emerging industry standards and
  practices on a cost-effective and timely basis.

The  development  of our Web  site  and  other  proprietary  technology  entails
significant technical and business risks.

Our Web site competes with both e-commerce and traditional  shopping methods for
general  household  products.  Due to  this  competition,  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,  product
availability, credit security, confidentiality,  and customer service. We may be
delayed in building a substantial customer base due to these customer concerns.
<PAGE>

Regulation

The law relating to the liability of online  services  companies for information
carried on or disseminated through their services is currently unsettled.  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.  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.  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.  In addition,  the increase  attention  focused upon
liability  issues as a result of these lawsuits and legislative  proposals could
impact  the  growth of  Internet  use.  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.


Patents and Trademarks


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.
<PAGE>

Research and Development

The  approximate  amount  expended by the Company on research and development of
its  products  during the years 2000 and 1999,  totaled $ 606,596  and $ 121,072
respectively.  The  Company  has not  incurred  any  direct  costs  relating  to
environmental regulations or requirements.

Employees

The  Company  will be  dependent  upon the  personal  efforts and ability of the
President,  Secretary,  and  Directors.  Presently  the  Company  has a total of
approximately 4 executive employees.

Item 2.   Properties.


The Company's executive offices are located at 900 Main Street South, Southbury,
CT 06488 and the term of the Lease is three (3) years having  commenced on April
1, 1999. The Company pays a base monthly  rental of $2,521.  The Company has the
option for an additional 3 years at fair market.


Item 3.   Legal Proceedings

There are no material legal proceedings pending against the Company.

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

There were no matters  submitted  to  securities  holders  during the year ended
December 31, 2000.
<PAGE>
PART II


Item 5.

Markets and Market Prices

The  principal  United  States market in which our common stock is traded is the
over-the-counter market electronic Bulletin Board. The following table shows the
range of reported low bid and high bid per share quotations for our common stock
for the periods indicated. The high and low bid prices for the periods indicated
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.

                              Low Bid   High Bid
1999
       First Quarter......... 0.430        0.900
     Second Quarter.......... 0.350        0.560
     Third Quarter........... 0.150        0.460
     Fourth Quarter.......... 0.090        1.563

2000
     First Quarter........... 0.625        1.875
       Second Quarter........ 0.313        1.156
       Third Quarter......... 0.260        0.520
       Fourth Quarter........ 0.060        0.090

Dividends

The  Company  has never paid cash  dividends  on its  common  stock and does not
anticipate  paying any cash dividends in the foreseeable  future.  It intends to
retain its earnings to finance the  expansion of its business and for  corporate
purpose.  Any payment of dividends  will be at the  discretion  of the Company's
Board of  Directors  and will depend upon the  earnings,  financial  conditions,
capital  requirements,  level of  indebtedness,  contractual  restrictions  with
respect to payment of dividends and other factors.
<PAGE>


Item 6.   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.

RESULTS OF OPERATIONS


Revenues

Twelve  Months  Ended  December  31, 2000  Compared to The Twelve  Months  Ended
December 31, 1999


The Company has been in its developmental stage since May 18, 1998. Net Revenues
for the twelve months ended December 31, 2000 were $446,560  comprising  sale of
merchandise of $236,357,  consulting services of $174,300 and membership fees of
$35,903.  Revenues for the twelve  months  ended  December 31, 1999 were $53,418
from consulting services.

The increase in sales of  merchandise  for the twelve months ended  December 31,
2000 resulted  from the Company's  service  agreement  with PCS, a  member-based
consumer products organization. Consulting services are for third party Web site
design and management  which are a result of the  acquisition  of  Thunderstick.
Membership  fees are for the  wholesale  buying  club  (PCS ) which  allows  its
members to purchase  goods at wholesale  prices plus a 10%  processing fee using
the Internet.  In November,  2000 and January 2001,  the Company  closed the PCS
Birmingham,  AL and Atlanta, GA offices,  respectively.  The offices were small,
and poorly  designed to  accommodate  the  expansion  plans of the Company.  The
membership and customer  service  requirements  are now being handled by a third
party, Absolute Quality, through their service bureau outside of Washington, DC.
The  Company  expects  to build or acquire a  showcase  facility  as soon as the
proceeds from the sale of the securities.  Outstanding consulting contracts have
been completed, and in 2001 Thunderstick's efforts will be focused on developing
the Company's Web site. Therefore,  it is projected there will be no income from
consulting services in the near future.

From Inception May 18, 1988 to December 31, 2000

Company  revenues earned since inception were $499,978.  Revenues from sale were
$236,357 or 47% of the total  revenues  from  inception.  Consulting  income was
$227,718 which is 46% of the total  revenues,  over the same period.  Membership
fees, all earned in the year 2000, were only 7% of the revenues.
<PAGE>


Operating  Expenses

Twelve  Months  Ended  December  31, 2000  Compared to The Twelve  Months  Ended
December 31, 1999

Total  Operating  Expenses  other than Cost of Sales for the twelve months ended
December 31, 1999 were  $2,277,807  compared with $4,128,985 for the same period
in 2000, an increase of 81%.  Cost of  merchandise,  $214,322,  was 91% of sales
revenues.

Salaries and related costs  increased  from $430,581 for the twelve months ended
December 31, 1999 to $665,624 for the twelve  months ended  December 31, 2000; a
54%  increase.  This  is  primarily  attributable  to the  Company's  hiring  of
executives in key positions in order to develop their plan and begin  operations
and for the payment of  compensation to the personnel of  Thunderstick.  At year
end, three  executives left the Company with annual  salaries of $240,000.  They
have not been replaced.

Consulting  fees increased by $538,539 (78%) from $688,213 for the twelve months
ended  December 31, 1999 to $1,226,752  for the twelve months ended December 31,
2000. Consulting fees were expended mostly for developing a marketing plan.

Research and development  costs are primarily to develop the Company's Web site.
In 1999,  development  costs were $121,072 as compared with $606,596 in the year
2000, an increase of $485,524 or 401%.  Most of research and  development  costs
involve payments to consultants for their services.

General and  Administrative  expenses  increased from  $1,014,331 for the twelve
months ended  December 31, 1999 to $1,560,853  for the same period in 2000.  The
increase of 54% is  primarily  the result of increased  accounting  and auditing
fees of $70,671 and increased  investor  relations costs  $256,902.  Included in
general and  administrative  expenses is the total write off of the  purchase of
CrossCheck Corp. of $169,030 in the year 2000.

From Inception May 18, 1988 to December 31, 2000

Since   inception,   the  Company  has  expended   $2,836,363  for  general  and
administrative  activities.  The general and administrative expenses account for
42% of total operating expenses, since inception. Other operating expenses were:
consulting expenses, $1,943,423 (29% of total), salaries and benefits, $1,16,080
(17%  of  total),   research  and  development  $737,668  (11%  of  total),  and
Depreciation and amortization  $92,205 (1% of total), from inception to December
31, 2000.

Liquidity and Future Plans

Twelve  Months  Ended  December  31, 2000  Compared to The Twelve  Months  Ended
December 31, 1999

For the twelve months ended  December 31, 2000,  net cash used by operations was
$1,223,745  principally  due to the  year-to-date  loss of $3,897,711.  This was
partially offset by depreciation of $57,760,  amortization of $11,399 and shares
issued  for  services  in the amount of  $2,013,506,  while  current  assets and
liabilities  provided  $591,301.  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  assets and
liabilities provided cash of $803,320.

Cash used by investing  activities for the twelve months ended December 31, 2000
were principally  related to the investment in software $36,750 and the addition
of computer and office  equipment  in the amount of $98,120.  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  working  capital  deficiency  of
$2,157,218  will be  supplemented  in the short term by the sale of common stock
and short term borrowing.

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  attached  hereto for the year ended  December 31,
2000.

From Inception May 18, 1988 to December 31, 2000

The net cash outflow from  operations  was  $2,205,133,  over the period May 18,
1998 to December 31, 2000.  Primarily,  through  issuance of common  stock,  the
Company obtained the funds need to pay for the operating cash deficiency and the
investment of $255,749 in property, equipment, and other assets. The use of debt
was limited to $43,000 of advances on notes payable.

The net loss of the Company was  $6761,661.  The loss was  essentially  financed
through issuance of $2,390,834 common stock for cash and $2618,249 for services.
The issuance of common stock  provided 74% of the net loss amount.  Essentially,
the accounts payable of $1,451,773 and accrued salaries of $339,127 provided the
additional 26% 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.


<PAGE>



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.



<PAGE>


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  December  30,  2000,  we  had  an  accumulated   deficit  of
approximately  $6,761,661. We expect that our deficit will continue to increase.
The revenues were  insignificant  amounts and are primarily  from our membership
service  agreement with PCS. We do not currently have any significant  source of
membership  revenue.  At this time we have no basis to believe that we will ever
generate  operating  revenues  from the sale of, or services to, any  membership
base.

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


Dependence on Manufacturers, Distributors, Shippers, and Key Personnel

1.       The Company does not have long-term or exclusive  arrangements with any
         supplier,  vendor or distributor  that  guarantees the  availability of
         products  for  purchase or  auction.  From time to time the Company has
         experienced  difficulty in obtaining sufficient product allocation from
         certain  vendors.  If the Company is not able to offer its customers or
         contractors  sufficient  quantities  or  a  variety  of  products,  the
         Company's  business,  financial condition and operating results will be
         materially adversely affected.
2.       We are not certain that any  manufacturer  or distributor  who supplies
         goods or  services  to our  Company  might not  change  their  business
         practices,  adjust their prices, modify their distribution requirements
         or distribution  areas, or do anything else that may make it impossible
         to us to  continually  have  access to the  products  that we intend to
         offer for sale to our "members".
3.       The Company  relies upon third party  carriers to ship the products the
         Company sells.  Therefore,  the Company is subject to risks affecting a
         carrier's  ability to provide  delivery  services to meet its  shipping
         needs. In the past, the Company's  failure to promptly deliver products
         has led to  customer  complaints  and  regulatory  action  against  the
         Company.  Failure to deliver the products the Company sells in a timely
         manner  could  materially  adversely  affect  its  business,  financial
         condition and operating results.

4.       HouseHold  Direct is  currently  wholly  dependent  upon the  personal
         efforts and abilities of our three 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;  and, therefore, we have
         obtained  "key-man"  insurance  on the  lives  of Mr.  Folger  and Ms.
         Jameson in the amounts of $1,000,000 and $1,000,000  respectively.  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.


The Voting Control Held by Present  Management  Could  Significantly  Impact Our
Business.

As  of  the  date  of  this  prospectus,  our  current  officers  and  directors
beneficially owned 9,087,316 shares of our common stock, or approximately 23.30%
of the shares of common stock deemed  outstanding  on such date for the purposes
of the percentage calculation,  including certain shares underlying options held
by Mr. Folger and Ms. Jameson. As there are no cumulative voting rights, current
management,  by virtue of their stock  ownership,  can be expected to  influence
substantially  the  election of our Board of Directors  and thereby  continue to
impact substantially our business, affairs and policies.


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.





Item 7.   Financial Statements.
(See Attached)


Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure


Current Dispute with Prior Years Accountants

Presently,  the  Company  is  having  a fee  payment  dispute  with  its  former
independent  certified public  accountants,  McGladrey & Pullen,  LLP,  formerly
known as  WallaceSanders  & Company,  who issued their  report on the  Company's
consolidated balance sheets and related  consolidated  statements of operations,
changes in shareholders  deficit, and cash flows for the year ended December 31,
1999 and for the period from May 18, 1998  (inception) to December 31, 1998. Due
to this  dispute,  McGladry & Pullen will not issue their  consent to include in
the current year's annual report for 10K-SB.

Their  updated  opinion on the audit they  performed for the years 1998 and 1999
contained a paragraph  explaining  that due to the  Company's  net losses  since
inception and its severe liquidity  problems,  there is substantial  doubt about
the Company's ability to continue as a going concern. McGladry & Pullen's Report
of Independent  Certified Public Accountants appeared in the Form 8-K/A filed on
or about  June 28,  2000.  The  Company is not aware of any  subsequent  events,
transactions or other matters that may effect the previous  report.  The Company
states  that  there can be no  assurance  that the  predecessor  auditors  would
reissue the report in its original form without qualification if the fee dispute
were resolved.

Change of Accountants

Prior  to  the  completion  of  the  Company's   initial  audit,  the  Company's
independent  accountants,  King Griffin and Adamson,  P.C.,  resigned  effective
April 17, 2000. The Company engaged  WallaceSanders & Company, 8131 LBJ Freeway,
Suite 875,  Dallas,  Texas 75251,  to complete the audit upon  resolution of its
Board of Directors on April 24, 2000.  On September 11, 2000,  WallaceSanders  &
Company resigned as auditor. The Company  subsequently  retained the services of
Bloom & Company. See below for further details.

As this was the Company's first audit,  there has been no prior adverse opinion,
disclaimer of opinion,  modification or  qualification  by the Company's  former
independent  accountants.  While  the  Company  knows of no  specific  reason or
difference of opinion why its former accountants resigned, to issuer's knowledge
there were no  disagreements  as to the Company's audit report as there had been
no draft report given to issuer for review.

As a result of said  resignation,  there has not been any change in the scope of
the audit nor has the Company's new accountants  initiated any  investigation or
inquiry.

On September 11, 2000,  the Company was notified that  WallaceSanders  & Company
had merged with McGladrey & Pullen, LLP, and that WallaceSanders & Company would
no longer be the auditor for the Registrant.  On September 21, 2000, the Company
appointed the  accounting  firm of Bloom & Company  ("Bloom & Company"),  as the
Company's new outside  auditors,  subject to  shareholder  ratification  of such
appointment  on the Company's  next annual  meeting or, if called prior thereto,
special  shareholders'  meeting.  Due to the Company's  increased  financing and
development activities, as well as the Company's expected future operations, the
Board had determined that the Company's  requirements  would be better served by
Auditors who are situated in close proximity to the Company's  management office
and, based on a review of several  accounting  firms,  selected Bloom & Company,
which has public company and auditing experience.

Prior to engaging Bloom & Company,  the Company consulted with Bloom and Company
as to its  qualifications,  experiences  and  ability  to  audit  the  Company's
financial  statements.  The Company and Bloom & Company did not have substantive
discussions  regarding the  application of accounting  principals to a specified
transaction,  either  complete or  proposed,  or the type of audit  opinion that
might be  rendered on the  Registrant's  financial  statements  and there are no
reports  nor written or oral advice  provided  by the new  accountants'  used in
deciding to retain Bloom & Company.  Further, as noted, there was no matter that
was  the  subject  of a  disagreement  as  described  in Item  304(a)(1)(iv)  of
Regulation S-K, promulgated by the Securities and Exchange Commission.



Article III


Item 9.   Directors, Executive Officers, Promoters and Control Persons

The Company's Executive Officers and directors are as follows:


John D. Folger,  President and Chief Executive  Officer,  and Director,  age 50.
Since  February  of 1997 as  President,  CEO and  Chairman of the  Company,  has
organized a unique national  membership program into a publicly held enterprise.
He has developed operational plans, business structures and mandates and has led
the  Company  from  concept,   through   development  and  currently   launching
operational  phase.  Mr.  Folger  has over 25  years  experience  in  conceptual
marketing  structure as direct  employee,  consultant,  and principal.  He has a
diverse executive management background with substantial credits in the creation
and implementation of market expansion  strategies for public and privately held
companies.  During  this  period he has:  1) created a master and  sub-franchise
system for Business Exchange  International;  2) developed marketing plans for a
wholly  owned  subsidiary  of   Bristol-Myers/Drackett   and  Business  Exchange
International;  3) developed  financing  programs for Finlandia  Industries;  4)
developed  multiple  office  recruiting  and  operating   strategies  for  Amour
Funding/The  Investor  Group;  and,  5)  designed,  in  conjunction  with Online
Business  Associates,  The Virtual Visitor Center  Internet-based  applications.
From January 1, 1992 through May of 1993, Mr. Folger served as Vice President of
Finlandia Industries; from June of 1993 through December of 1994 as President of
MBA  Financial  Corp;  from  January  of 1995  through  January  of 1997 as Vice
President of Online Business Associates, Inc.

Ann D. Jameson,  Vice  President,  Secretary/Treasurer,  and  Director,  age 58.
Jameson's 28 years of experience  includes positions with The Hartford Insurance
Group and Carvel  Corporation.  She has  developed  managerial  expertise in key
areas of strategy  assessment,  policy  development,  and project methods,  data
processing  systems  development  projects,   procedures  and  training,   human
resources and corporate  relations.  She developed  programs and strategies that
addressed employee  involvement,  innovation and community service as Manager of
Community Affairs and Employee Services.

Prior to her association  with the Company,  Jameson's focus was directed toward
the  development  and support of  programs  and  strategies  to a client base of
corporate/small    business    levels,    healthcare,     professional/community
organizations, service/recreational agencies, and tourism as Executive Assistant
with Laughter Works Seminars, Fair Oaks, CA. Her professional activities include
director  positions  with the National  and  Connecticut  Employee  Services and
Recreational Associations,  as well as special events including New York Medical
College, "This Close" for Cancer Research, and the Michael Bolton Foundation.

Both Mr. Folger, and Ms. Jameson are currently involved in the completion of the
winding up of Preferred  Consumer Network  International,  Inc.  ("PCNI").  PCNI
entered into an operating  agreement with United Buyers Service of Massachusetts
and Connecticut (entities owned by Mr. Folger), which was engaged in the sale of
memberships  in and the  operation of a consumer  wholesale  buyers  club.  As a
result of the failure of these businesses,  certain  withholding taxes were left
unpaid.  The Internal  Revenue Service ("IRS") has instituted  collection of the
payroll  taxes and placed liens on certain real  property of Mr.  Folger and Ms.
Jameson.  Both  parties  are  currently  attempting  to obtain  and  complete  a
settlement of the IRS claims.


Item 10. Executive Compensation.

The  following  table sets  forth the  compensation  paid to  certain  executive
officers of the registrant for the three years ended December 31, 2000:

                                      Summary Compensation Table
<TABLE>

                                                                 Awards               Payouts
                                                                     -----------------------
Name and                                              Other     Restricted
Principal                                 (a)         Annual       Stock     Options/   LTIP
Position              Year     Salary    Bonus     Compensation   Awards(#)   SARS(#)  Payouts
---------             ----     ------    -----     -------------  ---------  --------  -------
<S>                     <C>      <C>       <C>       <C>            <C>        <C>       <C>

John Folger
 President, CEO       2000   $  75,000      --       9,932(1)        --        --         --
 and Director         1999      75,000      --       4,226           --    870,000        --
                      1998(3)
Ann Jameson
 Vice President       2000   $  75,000      --       4,250(2)        --                   --
 Secretary-           1999      75,000      --       4,250           --    750,000        --
 Treasurer            1998(3)
 and Director

</TABLE>

(1)  Includes Auto Allowance and Medical Insurance
(2)  Includes Auto Allowance Only
(3)  There was no Officers Payroll for the year 1998

Directors are not paid or reimbursed for attending meetings.

There were no options granted to employees during the year 2000.


Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management  of
Household Direct. Com, Inc.

The following table sets forth certain information as of December 31, 2000, with
respect to the beneficial ownership of the Company's common stock by all persons
known  by the  Company  to be the  beneficial  owners  of  more  than  5% of its
outstanding  shares,  by directors  who own common stock and by all officers and
directors as a group.

<TABLE>

Names and Address of              Title of     Amount and Nature of      Percent of
  Beneficial Owner                  Class        Beneficial Ownership      Class
--------------------               ------      ---------------------      --------
<S>                                 <C>         <C>                        <C>

John D. Folger, President            Common          4,228,745(1)         10.85%
CEO, Director, Chairman
900 Main Street S.
Southbury, CT 06488

Ann D. Jameson, Vice-President       Common          3,571,428(2)          9.16%
Secretary, Treasurer, Director
900 Main Street S.
Southbury, CT 06488

Alfred T. Werner,                    Common          1,000,000             2.56%
Chief Technology Officer
900 Main Street S.
Southbury, CT 06488

L. Dean Barnes                       Common          1,187,143(3)          3.04%
Vice President of Sales
900 Main Street S.
Southbury, CT 06488

Officers and Directors               Common          9,087,316(4)         23.30%
As a class  4 persons
</TABLE>

(1) Included in the shares are options to purchase 870,000 common shares granted
in November  1999 (2)  Included  in the shares are  options to purchase  750,000
common shares granted in November 1999 (3) Included in the shares are options to
purchase  397,500  common  shares  granted in November  1999 (4) Included in the
calculation  of percent of class are  2,445,000  options to  purchase  shares at
various prices


Item 12.   Certain Relationships and Related Transactions

Directors,  Officers  and  Shareholders  of the  Company,  John  Folger  and Ann
Jameson,   have  entered  into  various  transactions  with  the  Company  since
inception.  In the years 1999 and 2000,  they  deposited  cash of  $863,440  and
withdrew cash of $553,442. They loaned their personal shares of the Company that
were used to pay vendors  valued at $267,235.  They also loaned their shares for
the acquisition of Thunderstick and Megappliance valued at $39,720.

As of December 31, 1998, PCNI was wholly owned by John Folger.  During 1999, the
Company made payments  totaling  $190,622 on behalf of PCNI.  It was  determined
that this amount would not be collected by the Company and therefore written off
against the amounts  payable to related  parties.  In year 2000, John Folger and
Ann Jameson  received  2,857,142 common shares of the Company valued at $162,125
in payment of a significant  portion of their loan.  The balance of the loan due
them on December 31, 2000 was $265,705.


Item 13.   Exhibits and Reports on Form 8-K


1.  Incorporated by reference to Registrant's Form 8-K filed with the Commission
on or about March 9, 2000.

2.  Incorporated by reference to Registrant's Form 8-K filed with the Commission
on or about September 22, 2000.

3. Incorporated by reference to Registrant's Form 8-KA filed with the Commission
on or about March 22, 2000.

4.  Incorporated by reference to Registrant's Form 8-K filed with the Commission
on or about December 2, 2000.





SIGNATURES

Pursuant  to the  requirements  of the  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of
Southbury, State of Connecticut, on March 31, 2001.


                           HOUSEHOLD DIRECT.com, INC.



                           By:            s/ John D. Folger
                           ----------------------------------------
                           John D. Folger
                           President
                           Chief Executive Office
                           (Principal Executive Officer)

                                          s/ Ann D. Jameson
                            ----------------------------------
                            Ann D. Jameson
                            Chief Financial Officer
                            (Principal Financial and Accounting Officer)


Pursuant to the  requirements  of the Securities and Exchange Act of 1933,  this
report has been signed by the following  persons on behalf of the  Registrant in
the capacities and on the dates indicated.




s/ John D. Folger         March 31, 2001
----------------------------------------
John D. Folger                  Date



s/ Ann D. Jameson         March 31, 2001
----------------------------------------
Ann D. Jameson                    Date

<PAGE>


PART II

ITEM 7.  FINANCIAL STATEMENT

                           HOUSEHOLD DIRECT.COM, INC.
                         INDEX TO FINANCIAL STATEMENTS



       Contents                                                     Page



Consolidated Balance Sheet at December 31, 2000                      F-1


Consolidated Statements of Operations for the
 years ended December 31, 2000 and 1999 and from
Inception to December 31, 2000                                       F-3

Consolidated Statements of Shareholders' Equity
 for the years ended December 31, 2000 and 1999 and from             F-5
Inception to December 31, 2000

Consolidated Statements of Cash Flows for the
 years ended December 31, 2000 and 1999 and from
Inception to December 31, 2000                                       F-7


Notes to Consolidated Financial Statements                           F-9

Consent of Certified Public Accountant                                 F

Independent Auditors' Report                                           F


<PAGE>


                           HOUSEHOLD DIRECT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                                DECEMBER 31, 2000



                                     Assets

<TABLE>
<S>                                                                      <C>


Current assets:
     Cash and cash equivalents                              $              --
     Prepaid expenses and other current assets                          4,600
     Inventory                                                         64,056
                                                                      -------

         Total current assets                                          68,656

Property and equipment, net                                           113,989

Intangible assets, net                                                 41,991
Other assets - contracts receivable                                    58,500
Deposits as security                                                    7,564
                                                                    ---------

         Total assets                                               $ 290,700
                                                                      =======

</TABLE>


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



<PAGE>




                           HOUSEHOLD DIRECT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                                DECEMBER 31, 2000
                                   (CONTINUED)



                      Liabilities and Shareholders' Deficit
<TABLE>
<S>                                                              <C>
Current liabilities:
     Accounts payable                                              $ 1,451,773
     Accrued salaries                                                  500,324
     Current portion of note payable                                     8,072
     Amounts payable to related parties                                265,705
                                                                    ----------

         Total current liabilities                                   2,225,874

Note payable, net of current portion                                    23,031
Deferred revenue                                                        54,000

Commitments and contingencies

Shareholders' deficit:
Common stock, 50,000,000 shares of $0.001 par value
         authorized; 34,145,276, Shares issued and outstanding
         at December 31, 2000                                           34,145
     Additional paid-in capital                                      4,749,666
     Common stock subscriptions receivable                             (34,355)
     Deficit accumulated during the development stage               (6,761,661)
                                                                     ---------

         Total Shareholders' deficit                                (2,012,205)
                                                                     ---------

         Total liabilities and shareholders' deficit             $     290,700
                                                                    ==========

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


                   HOUSEHOLD DIRECT.COM, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<S>                                                   <C>                 <C>            <C>
                                                          For Year Ended                    May 18, 1998
                                                            December 31,                   (Inception) to
                                                            ------------
                                                        2000               1999          December 31, 2000
                                                        ----               ----          -----------------
 Revenues:
     Consulting services                            $  174,300          $   53,418           $     227,718
     Membership Fees                                    35,903                  --                  35,903
     Sales                                             236,357                  --                 236,357
                                                     ---------             -------               ---------

Total revenues                                         446,560              53,418                 499,978
Cost of sales                                          214,322                  --                 214,322
                                                     ---------             -------                --------

Gross profit                                           232,238              53,418                 285,656

Operating expenses:
     Salaries and benefits                             665,624             430,581               1,116,080
     Research and development                          606,596             121,072                 737,668
     Depreciation and amortization                      69,159              23,610                  92,205
     Consulting fees                                 1,226,753             688,213               1,943,422
     General and administrative                      1,560,853           1,014,331               2,836,363
                                                     ---------           ---------               ---------

     Total operating expenses                        4,128,985           2,277,807               6,725,739
                                                     ---------           ---------               ---------

Loss from operations                                (3,896,747)         (2,224,389)             (6,440,083)
                                                     ---------           ---------               ---------

Other expense:
     Interest expense                                      964                 877                   1,841
     Loss from subsidiary PCNI                              --                  --                 319,737
                                                    ----------           ---------               ---------

     Total other expense                                   964                 877                 321,578
                                                    ----------           ---------               ---------

Net income before income tax                        (3,897,711)         (2,225,266)             (6,761,661)
Income tax provision                                        --                  --                      --
                                                    ----------           ---------               ---------

Net loss                                        $   (3,897,711)     $   (2,225,266)         $   (6,761,661)
                                                     =========           =========               =========

Net loss per weighted average share
    of common stock outstanding                       $ (.16)            $ (.12)                  $ (.33)
                                                         ===                ===                      ===

Weighted average number of shares of
    common stock outstanding                        24,409,500          17,902,094              20,383,377
                                                    ==========          ==========              ==========

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


<PAGE>


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

<TABLE>
<S>                                                                      <C>                     <C>           <C>
                                                                                 For Year Ended                May 18, 1998
                                                                                  December 31,                (Inception) to
                                                                                  ------------
                                                                          2000                1999
                                                                          ----                ----
December 31, 2000

Cash flows from operating activities
   Net loss                                                             (3,897,711)      $ (2,225,266)      $ (6,761,661)
   Adjustments to reconcile net loss to net cash used in
    operating activities:
       Depreciation                                                         57,760             21,530             78,726
       Goodwill Amortization                                                11,399              2,080             13,479
       Services in exchange for stock and options                        2,013,506            479,503          2,618,249
       Interest paid with stock                                                 --                 --             20,500
       (Increases) decreases in operating assets:
           Accounts receivable                                             (58,500)            (4,600)           (63,100)
            Prepaid expenses and other current assets                        9,565             (9,565)                --
            Deferred Compensation                                           15,000                 --                 --
            Inventory                                                      (64,056)                --            (64,056)
       Increases (decreases) in operating liabilities:
           Accounts payable                                                780,432            655,099          1,451,773
           Amounts payable to related parties                              (84,277)           162,386            107,830
           Deferred revenue                                                 54,000                 --             54,000
           Accrued Salaries                                           (     60,873)                --            339,127
                                                                       -----------          ---------          ---------

              Net cash used in operating activities                     (1,223,755)          (918,833)        (2,205,133)
                                                                       -----------            -------          ---------

Cash flows from investing activities:
     Cash acquired from acquisition of Thunderstick
       investment in Megappliance                                               --             17,815         (  18,720)
     Purchase of software                                                  (36,750)               --          (  36,750)
     Additions to property and equipment                                   (98,120)           (79,603)        ( 192,715)
     Deposits as security                                                 (  7,564)                --         (   7,564)
                                                                           -------         ----------          --------

              Net cash used in investing activities                       (142,434)           (61,788)         (255,749)
                                                                           -------             ------           -------

Cash flows from financing activities:
     Stock issued for cash                                               1,311,694            902,179         2,390,834
     Cash received on stock subscriptions receivable                            --             38,645            38,945
     Advances on notes payable                                              32,000             11,000            43,000
     Payments on notes payable                                        (      8,518)         (   3,379)          (11,897)
                                                                       -----------           --------         ---------

 Net cash provided by financing activities                               1,335,176            948,445         2,460,882
                                                                       -----------           --------         ---------

</TABLE>
<PAGE>



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



<TABLE>
<S>                                                    <C>               <C>            <C>

                                                           For Year Ended               May 18, 1998
                                                             December 31,              (Inception) to
                                                             ------------
                                                        2000               1999
                                                        ----               ----
December 31, 2000

Net increase (decrease) in cash                         (31,013)        ( 32,176)         $     --

Cash, beginning of period                                31,013           63,189                 --
                                                         ------           ------             ------

Cash and cash equivalents, end of period                     --         $ 31,013            $    --
                                                         ======           ======             ======


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION

         Cash paid during the period
           for interest                                 $   964         $    877          $  2,494
                                                           ====             ====             =====

         Cash paid during the period for income taxes        --               --                --
                                                           ====            =====             =====
</TABLE>

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


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.


<PAGE>






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


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 borrowed  624,000 shares of common stock from  stockholders
         in order to consummate the Thunderstick  and  Megappliance  acquisition
         and reclassified $9,999 payables to related parties as paid-in capital.
4.       The Company issued 2,445,000 options for services valued at $125,131.


2000

1.  The  Company  issued  100,000  shares  to  acquire  a public  company  shell
(CrossCheck) valued at $34,642.

2. The Company issued 124,000 shares to pay related  parties loans in the amount
of $39,720.

3. The  Company  issued  2,924,286  shares to pay accrued  salaries  and bonuses
valued at $166,504. Of these shares,  1,785,714,  which were valued at $101,328,
were issued to two shareholder-officers of the Company.

4. The Company issued 2,922,435 shares valued at $660,892 for investor relations
and professional services.

5. The Company issued 2,857,142 shares valued at $162,125 to repay loans made to
the Company by officer-shareholders.

6. The Company  issued  356,095  shares  valued at $151,285 to  consultants  for
research and development of the Company's Web site.

7. The Company issued 624,000 shares to pay back shares related  parties lent to
the Company so the Company could  purchase  Thunderstick,  500,000  shares,  and
Megappliance,  124,000 shares. Furthermore, the Company issued 500,000 shares in
connection with the acquisition of Thunderstick

8. The  Company  issued  1,000,000  shares in  exchange  for $50,000 in cash and
consulting services valued at $474,266.



<PAGE>


                   HOUSEHOLD DIRECT.COM, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT

<TABLE>
<S>                       <C>       <C>          <C>           <C>           <C>            <C>           <C>            <C>

                                                                                                             Deficit
                            Common Stock          Additional      Stock                                       During        Total
                            ------------            Paid-in    Subscriptions    Options        Deferred    Development  shareholders
                         Shares     Par Value       Capital      Receivable   Outstanding    Compensation     Stage        Deficit
                         -------    ---------      --------    -----------    -----------    ------------  -----------   ----------
1998

Reinstatement and
 Recapitalization,
May 18, 1998             1,000,000    1,000      $      --       $     --       $     --                     $    --     $    1,000
Stock issued for
cash                     1,627,095    1,627        174,334             --             --                          --        175,961
Stock issued for
  Services                 914,000      914         99,626             --             --                          --        100,540
Stock issued for
  Purchase of PCNI      10,000,000   10,000             --        (10,000)            --                          --             --
Sale of PCNI                    --       --             --              1             --                          --              1
Stock issued in lieu
  of interest              175,905      176         20,324             --             --                          --         20,500
Stock issued for
  Subscriptions
  receivable               200,000      200         49,800        (50,000)            --                          --             --
Net loss                                 --             --             --             --                    (638,684)      (638,684)
                         ----------  -------     ---------        -------        -------        --------     -------       ---------

Balance, December
   31, 1998             13,917,000   13,917        344,084        (59,999)            --                    (638,684)      (340,682)

1999
----
Stock issued for cash    4,784,504    4,785        897,394             --             --                          --        902,179
Stock issued for
  services               1,488,800    1,489        367,883             --             --                          --        369,372
Stock issued for
  subscriptions
  receivable                50,000       50         22,950        (23,000)            --                          --             --
Cash received on
  stock subscriptions
  receivable                    --       --            --          38,645             --                          --         38,645
Reclassify related
  party payable                 --       --            --           9,999             --                          --          9,999
Options granted for
 services                       --       --            --              --        125,131                          --        125,131
Deferred
Compensation                                                                                   15,000                        15,000
Net Loss                        --       --            --              --            --           --       (2,225,266)   (2,225,266)
                        ----------    -----      --------         --------     --------      --------      -----------   ----------

Balance, December
   31, 1999             20,240,304  $20,241    $1,632,311        $ (34,355)    $125,131      $ 15,000    $ (2,863,950)   (1,105,622)
</TABLE>



<PAGE>



                   HOUSEHOLD DIRECT.COM, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT
                                   (CONTINUED)


<TABLE>
<S>                       <C>       <C>          <C>           <C>           <C>            <C>           <C>            <C>

                                                                                                            Deficit
                            Common Stock          Additional      Stock                                       During        Total
                            ------------            Paid-in    Subscriptions    Options        Deferred    Development  shareholders
                         Shares     Par Value       Capital      Receivable   Outstanding    Compensation     Stage        Deficit
                         -------    ---------      --------    -----------    -----------    ------------  -----------   ----------
2000

Stock issued for cash,
  rights offering         408,359       408      122,099              --             --                          --         122,507
Stock issued for cash   2,212,655     2,213    1,136,974              --             --                          --       1,139,187
Stock issued for cash
   and services         1,000,000     1,000      523,266              --             --                          --         524,266
Stock issued for
 Services:
   Salaries             2,924,286     2,924      163,580              --             --                          --         166,504
   Investor relations,
      etc.              2,922,435     2,922      657,970              --             --                          --         660,892
   Repay loans          2,857,142     2,857      159,268              --             --                          --         162,125
   Research and
   Development            356,095       356      150,929              --             --                          --         151,285
Stock issued to
    return shares
     used  to acquire
     Thunderstick and
     Megappliance         624,000       624       39,096             --             --                           --          39,720
Stock issued to
  purchase Thunderstick   500,000       500        4,500             --             --                           --           5,000
Stock issued to
  purchase corporate
  shell (CrossCheck)      100,000       100       34,542             --             --                           --          34,642
Deferred Compensation                                                                          (15,000)                    ( 15,000)
Net Loss                       --        --        --                --             --              --       (3,897,711) (3,897,711)
                       ----------   -------       -------      ---------      --------        --------        ---------  ----------
Balance, December
   31, 2000            34,145,276   $34,145   $4,624,535     $(  34,355)    $  125,131        $     --     $(6,761,661) $(2,012,205)
                       ==========   =======   ==========       =========     =========        ========        =========   =========

The accompanying notes are an integral part of the financial statements.
</TABLE>

<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 $6,761,661 for the period from May 18, 1998
(inception)  to December 31, 2000, and has used cash in operations of $2,205,133
for the period from May 18, 1998  (inception)  to December 31, 2000. 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 December 31, 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 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 $64,056, at December 31, 2000:

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 assts to the amount expected to be realized.

NOTE 3.  ACQUISITIONS AND SALES

Preferred Consumer Network International, Inc. ("PCNI")

On July 10, 1998, the Company acquired 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 and the payment by Mr. Folger to the Company of $190,622 due from
PCNI to the  Company.  Two  officers of the Company  are  currently  involved in
winding up the business of
<PAGE>
                           HOUSEHOLD DIRECT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3.  ACQUISITIONS AND SALES (Continued)

Preferred  Consumer  Network  International,  Inc.  PCNI  had  entered  into  an
operating agreement with United Buyers Service of Massachusetts and Connecticut,
which was engaged in the sale of  memberships in and the operation of a consumer
wholesale buyers club. As a result of the failure of these  businesses,  certain
payroll  taxes were left  unpaid.  The  Internal  Revenue  Service  ("IRS")  has
instituted  collection  of the payroll  taxes and placed  liens on certain  real
property of Mr. Folger and Ms. Jameson. Both parties are currently attempting to
obtain and complete a settlement of the IRS claims.

Thunderstick, Inc.

On May 7, 1999, a related party loaned to the Company 500,000 shares of .001 par
value per share  personally  held common stock (par value $5,000) of the Company
which the Company utilized 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 at December
30, 1999.  The  outstanding  portion,  500,000 shares of common stock (par value
$5,000),  was issued in May 2000 by the Company from its authorized but unissued
common stock.

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. ("Mega")

On September 9, 1999, a related party loaned 124,000  shares of personally  held
stock of the Company  valued at $34,720 to the Company which was utilized by the
company to acquire certain asset of Mega. This  acquisition was accounted for by
using the purchase method of accounting, and accordingly the assets assumed were
initially recorded by the


<PAGE>


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

NOTE 3.  ACQUISITIONS AND SALES (Continued)

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 replaced the shares so applied on August 2, 2000.

America's Hometown Brand Center Hometown Brand Center

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

NOTE 4.  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.  In the years 1999 and 2000,  they  deposited  cash of  $863,440  and
withdrew cash of $553,442. They loaned their personal shares of the Company that
were used to pay vendors  valued at $267,235.  They also loaned their shares for
the acquisition of Thunderstick and Megappliance valued at $39,720.

As of December 31, 1998, John Folger wholly owned PCNI. During 1999, the Company
made payments  totaling  $190,622 on behalf of PCNI. It was determined that this
amount would not be collected by the Company and  therefore  written off against
the amounts  payable to Mr.  Folger.  In year 2000,  John Folger and Ann Jameson
received 2,857,142 common shares of the Company valued at $320,000 in payment of
a  significant  portion  of  their  loan.  The  balance  of the loan due them on
December 31, 2000 was $106,330.

NOTE 5.  PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2000:
<TABLE>
           <S>                                  <C>

           Office equipment                  $   58,795
           Motor Vehicles                        49,565
           Computer equipment                    58,603
           Computer software                     25,452
                                                -------
                                                192,715
            Less:  accumulated depreciation   (  78,726)
                                               --------

                                              $ 113,989
                                                =======
</TABLE>
Depreciation  expense for the two years ended December 31, 2000 were $21,530 for
1999 and $57,760 for 2000.

<PAGE>


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


NOTE 6.  FORMATION OF ADDITIONAL SUBSIDIARIES

During the year 2000, the Company formed  additional  wholly owned  subsidiaries
for the purpose of expanding and pursuing other related business  opportunities;
none of which subsidiaries are, or have been, actively engaged in business.

NOTE 7.  AGREEMENT WITH PERSONAL CONSUMER SERVICES, INC.

 During the early part of 1999,  the  Company  entered  into  negotiations  with
Personal  Consumer  Services,  Inc. (PCS), a third party  wholesale  buying club
located in Atlanta,  GA. In order to sustain PCS's operations and maintain their
brand name integrity,  the Company  advanced PCS in 1999 $256,235  against their
accounts receivable and prospective membership renewal fees. In 1999, because of
the  uncertain  value of PCS's  underlying  accounts  receivable  and  continued
membership participations, the Company expensed $256,235 as bad debts.

In January  2000,  the Company  finally  entered into a service  agreement  (the
"Agreement")  with PCS.  The Company was 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 December 31, 2000, the value of what the Company is
owed is approximately

$600,000 from PCS, of which $595,500 has been recorded as deferred revenue.  The
Company has had no prior  history of  collection  on this  receivable,  which is
secured  by  only  membership,  and  accounts  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 $541,500  against the receivable  which is offset as a reduction
of deferred  revenue.  In 2000, the Company advanced $190,060 to sustain the PCS
operation.  Because of the uncertainty of the receivable,  the Company  expensed
the advance of $190,060 as bad debts. In November,  2000 and January,  2001, the
Company  closed the Atlanta and  Birmingham  operations  to conserve  cash flow,
respectively.
<PAGE>
                           HOUSEHOLD DIRECT.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (CONTINUED)

NOTE 8.  INTANGIBLE ASSETS/GOODWILL
<TABLE>
       <S>                                        <C>

       Investment CISI                            $36,750
       Investment Megappliance                     18,720
                                                   ------
        Total                                      55,470

       Less:  Accumulated Amortization             13,479
                                                   ------
                                                  $41,991
                                                   ======
</TABLE>

For the two years ended December 31, 2000, amortization of Intangible Assets was
$11,339 and $2,080, respectively.

NOTE 9.  PURCHASE OF CROSSCHECK 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.

NOTE 10.  INCOME TAXES

 The Company accounts for income taxes in accordance with Statement of Financial
Accounting  Standards  ("SFAS")  No. 109,  "Accounting  for Income  Taxes" which
requires  the use of the  "liability  method" of  accounting  for income  taxes.
Deferred  income  taxes  reflect  the net tax  effect of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amount used for income tax purposes.

The Company had NOLs of approximately $6,761,661 at December 31, 2000, primarily
because  of  the  development  stage  expenses.  These  NOLs  and  corresponding
estimated tax assets, computed at 35% tax rate, expire as follows:

<TABLE>


            Year loss       Expiration      Loss          Estimated
             incurred           Date       Amount         Tax Asset
               <S>            <C>            <C>             <C>
                1998            2018    $   638,684      $   223,940
                1999            2019      2,225,266          778,843
                2000            2020      3,897,711        1,364,199
                                          ---------        ---------
         Total                            6,761,661        2,366,982
         Valuation Allowance                              (2,366,982)
                                                           ---------
                                                         $        --
                                                           =========


</TABLE>

<PAGE>


                             HOUSEHOLD DIRECT.COMNC.
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 valuation  allowance against them. The valuation
allowance  of $223,940 as of December  31, 1998 was  increased  by $778,843  and
$1,364,199,  in 1999 and 2000,  respectively,  as a consequence  of  recognizing
additional deferred tax assets in those years.


NOTE 11.  NOTE PAYABLE

On April 7, 1999, the Company entered into a note payable agreement with a third
party for $13,500.  A $2,500  payment was made by the Company.  The note payable
bears  interest at 12% per annum and  requires  monthly  principal  and interest
payments of $518 beginning May 1, 1999. The balance of note payable,  $2,020, is
payable by May 1, 2001.

On August  18,2000,  the Company  entered into a note payable  agreement  with a
third  party for $35,525 to  purchase  an auto.  A $540  payment was made by the
Company at the signing of the agreement.  The note bears interest at 2.16% which
is an  inducement  by the auto  Company to attract  buyers.  The Company has not
discounted the value of the asset purchased to better reflect the market rate of
interest. Monthly payments are $561.70 and the note expires on July 18, 2005.

<TABLE>
                    <S>                           <C>


                    2001                      $   6,052
                    2002                          6,212
                    2003                          6,376
                    2004                          6,545
                    2005                          3,898
                                                 ------
                                               $ 29,083
                                                 ======
</TABLE>


NOTE 12.  COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases  certain office space under an operating  lease that requires
monthly  rental  payments of  approximately  $2,522 and expires  April 30, 2002.
Total rent  expense  related to this lease  totaled  $22,698  for the year ended
December 31, 1999 and $30,939 for the year ended  December  31,  2000,  and this
information  is  included  in  general  and   administrative   expenses  in  the
accompanying consolidated statement of operations.

Future minimum lease payments are as follows:

Year ended December 31, 2000:
<TABLE>
                     <S>                                  <C>

                     2001                                $ 31,866
                     2002                                   8,025
                                                          -------
                                                         $ 39,891
                                                          =======
</TABLE>

<PAGE>


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


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 valuation  allowance against them. The valuation
allowance  of $223,940 as of December  31, 1998 was  increased  by $778,843  and
$1,364,199,  in 1999 and 2000,  respectively,  as a consequence  of  recognizing
additional deferred tax assets in those years.

NOTE 12.  COMMITMENTS AND CONTINGENCIES (Continued)

Internal Revenue Service Contingent Liability

PCNI, a temporary  wholly owned  subsidiary of the Company during five months in
1998, was subsequently  purchased and is currently owned by another  shareholder
of the Company.  PCNI has been assessed a tax liability by the Internal  Revenue
Service  ("IRS")  for  taxes,  related  to  wages  paid  to  employees,  for  an
approximate  total amount of $83,000.  It is the opinion of the Company's  legal
counsel that this liability will not significantly impact the Company.  However,
there is  currently  no legal  determination  as to whether  the  Company may be
liable,  at some point,  for the entire  amount.  As of December 31,  2000,  the
Company  recorded  approximately  $11,000 of this  liability  that was  incurred
during the time of  temporary  ownership.  This  amount is  included in accounts
payable in the accompanying consolidated balance sheets.

Officers Employment Agreements

During the year 2000,  the Company had employment  agreements  with seven of its
employees  with annual  salaries  ranging  from $75,000 to $120,000 per year and
terms  ranging from 2 to 5 years.  Maximum  annual  incentive  bonuses  based on
earnings range from $75,000 to $125,000 per year for three of the four contracts
remaining currently.  Four of the seven employees have resigned from the Company
and their contracts have been cancelled.

The Company may be subject to other  various legal  proceedings  and claims that
arise in the ordinary  course of business.  Management  currently  believes that
resolving  these  matter(s) will not have a material  adverse  impairment on the
Company's financial position or its results of operations.



<PAGE>


                             HOUSEHOLD DIRECT.COMNC.
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 13.  CAPITAL STOCK

Common Stock Shares  Issued

During 1998,  the Company  issued an aggregate  of  12,917,000  shares of Common
Stock at $.001 par value  ("the  Common  Stock").  The  aggregate  consideration
received by the Company in connection with the issuance of such shares consisted
of (a) $175,961 in the form of cash  payments,  received in connection  with the
issuance of 1,627,095 shares, (b) $100,540 in the form of services performed for
or an behalf of the Company  received in connection with the issuance of 914,000
shares,  (c) 175,905  shares  issued in lieu of interest of $20,500:  and (d) on
December 28, 1998,  the Company  issued  200,000 shares at $0.25 per share to an
unrelated  third party under the terms of a stock  subscription  agreement;  the
amount is payable on demand.

The  outstanding   stock   subscriptions  are  classified  in  the  accompanying
consolidated balance sheets and statement of changes in shareholders' deficit as
a contra account to shareholders'  deficit. No payments for stock subscriptions,
were  received as of December  31, 1998.  The Company  also  received all of the
outstanding  shares of the capital stock of PCNI in connection with the issuance
of (e) 10,000,000  shares of the Company's common stock.  The 10,000,000  shares
were recorded as common stock subscriptions  receivable since it was deemed that
the  purchase  of PCNI  resulted  in little to no value to the  Company.  During
calendar year 1999, the Company issued an additional  6,323,304 shares of Common
Stock ("the Additional  Shares");  and in connection with such issuance received
(f)  $902,179  in the form of cash in  connection  with  issuance  of  4,784,504
Additional  Shares,  (g) $369,372 in the form of services in connection with the
issuance of 1,488,800  Additional  Shares; and (h) on April 6, 1999, the Company
issued  50,000  shares at $0.46 per share to an unrelated  third party under the
terms of a stock  subscription  agreement;  the amount is payable on demand. The
outstanding  amounts are  classified in the  accompanying  consolidated  balance
sheets and statement of changes in shareholders'  deficit as a contra account to
shareholders' deficit. A total amount of $38,645 was received as of December 31,
1999 in respect of all stock  issued for  subscriptions  receivable.  The $9,999
stock  subscriptions  receivable  related to the PCNI transaction were reclassed
against the amounts payable to related parties balance at December 31, 1999.

All stock for  services  were valued at the average  stock for cash value .01 to
 .50 in 2000 ($.19 in 1999 and $.11 in 1998).  However,  where specific values of
services could be determined, those values were used to record the transactions.

The quoted market values of the shares,  restricted  as to  marketability,  were
discounted  for  limited  liquidity.  The  discount  factor was  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.  The computed  discount  factors
ranged  between 37% to 47.6% of the market values in the year ended December 31,
2000,

Detail Stock Transactions

For the period from May 18, 1998 to December 31,  2000,  for the common stock of
the  Company,  the  dates  of  issuance,   number  of  shares  issued,  type  of
consideration received, and the value of the shares issued are presented below:

1998


<TABLE>
<S>                          <C>                            <C>                    <C>
                                                                   Number of
                             Issue Date                      Shares               Amount
Stock issued in for cash:
                               May 18                         1,000,000         $    1,000
                               August 20                        125,000             13,750
                               October 2                        245,000             51,500
                               October 6                        200,000                500
                               October 20                        50,000              1,000
                               October 9                        135,000              8,100
                               November 6                       792,095             92,311
                               November 24                       55,000              6,050
                               December 3                        25,000              2,750
                                                            -----------           --------

                                                              1,727,095            176,961
Stock issued in lieu of interest:
                               November 20                      175,905             20,500

Stock issued for acquisition of PCNI:
                               July 10                       10,000,000             10,000
Stock issued for subscriptions receivable:
                               December 28,                     200,000             50,000
Stock issued for services:
                               August 26                        100,000             11,000
                               September 17                     180,000             19,800
                               October 6                        224,000             24,640
                               October 20                       100,000             11,000
                               November 16                      210,000             23,100
                               November 23                       25,000              2,750
                               December 8                        50,000              5,500
                               December 15                       25,000              2,750
                                                               --------            -------

                                                                914,000            100,540
                                                                -------            -------

                               Total 1998                    13,917,000          $ 358,001
                                                             ==========            =======
</TABLE>
<PAGE>


                             HOUSEHOLD DIRECT.COMNC.
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 13. CAPITAL STOCK (Continued)

Detail Stock Transactions (Continued)

1999
----
<TABLE>
<S>                                 <C>                       <C>                   <C>

                                                              Number of
                                    Issue Date                Shares                Amount
                                    ----------                ---------            --------
Stock issued in 1999 for cash:
                                    February 2                  150,000           $   35,500
                                    February 11                 101,000               46,020
                                    February 16                  50,000               23,000
                                    February 18                 100,000               46,000
                                    February 19                 250,000               98,250
                                    February 23               1,300,000              130,000
                                    February 25                 100,000               19,000
                                    March 3                     369,109               60,189
                                    March 8                     200,000               38,000
                                    March 18                    550,000              136,355
                                    March 19                    300,000               75,000
                                    May 4                       505,000               11,870
                                    May 14                      100,000               15,645
                                    December 6                  494,117               80,000
                                    December 20                 215,278               87,350
                                                              ---------             --------

                                                              4,784,504           $  902,179
Stock issued for subscriptions receivable:
                                     April 6                     50,000           $   23,000
Stock issued for services:
                                    February 2                  150,000           $   57,300
                                    February 11                 138,300               26,277
                                    February 23                 195,000               37,050
                                    March 1                     100,000               76,700
                                    March 3                      50,000                9,500
                                    May 4                        70,000               13,300
                                    August 2                     15,000                2,850
                                    August 9                    100,000               19,000
                                    September 22                 86,500               16,435
                                    December 6                  515,000               97,850
                                    December                     69,000               13,110
                                                             ----------             --------

                                                              1,488,800              369,372

                                    Total 1999                6,323,304          $ 1,294,551
                                                              =========            =========

</TABLE>
<PAGE>


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

NOTE 13. CAPITAL STOCK (Continued)

Detail Stock Transactions (Continued)

2000

<TABLE>
<S>                                 <C>                       <C>                 <C>
                                                               Number of
                                    Issue Date                   Shares             Amount
Stock issued in 2000 for cash:
                                    January 3                   215,000          $  191,586
                                    January 19                  385,000             292,600
                                    April 3                     442,478             435,000
                                    April 3                     180,000              90,000
                                    May 31                      210,527              40,000
                                    October 6                   408,359             122,507
                                    October 20                  384,650              50,000
                                    November 7                  145,000              25,000
                                    November 27                 250,000              15,000
                                                              ---------           ---------

                                                              2,621,014           1,261,694
Stock issued for cash and services
                                    January 3                 1,000,000          $  524,266

Stock issued to related parties as return of loan of shares:
                                    August                      500,000               5,000
                                    August 7                    124,000              34,720
                                                                -------             -------

                                                                624,000              39,720
Stock issued to officers in lieu of salaries:
                                    December 11                  22,500                1845
                                    December 27               1,785,714             101,328
                                    December 27               1,116,072              63,330
                                                              ---------            --------

                                                              2,924,286             166,504

Stock issued for payment of loans made to the Company:
                                    December 27               2,857,142             162,125

Stock issued to purchase corporate shell (CrossCheck):
                                    May 8                       100,000              34,642

Stock issued to acquire consulting business (Thunderstick):
                                    May 31                      500,000               5,000

</TABLE>

<PAGE>


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

NOTE 13. CAPITAL STOCK (Continued)

Detail Stock Transactions (Continued)

2000
<TABLE>
<S>                                                             <C>             <C>

Shares issued for research and development- Website
                                    January 26                  200,000       $  131,067
                                    June 14                       3,800            1,011
                                    November 7                   82,570           10,412
                                    November 8                   69,725            8,794
                                                                 ------        ---------

                                                                356,095          151,284

Stock issued for investor  relations,  consulting,  technical,  and professional
   fees:
                                    January 3                   125,000       $   98,300
                                    January 3                   125,000           98,300
                                    January 3                    50,000           39,320
                                    January 3                    25,000           19,660
                                    February 5                   50,000           24,641
                                    May 26                      300,000           81,657
                                    August 11                    40,000            9,898
                                    July 3                      100,000           22,889
                                    August 16                    40,000           11,135
                                    October 16                  230,000           33,353
                                    October 19                  200,000           25,220
                                    October 26                  500,000           69,354
                                    November 1                   50,000            6,305
                                    November 2                    8,000            1,110
                                    November 2                  500,000           69,354
                                    November 3                   35,435            4,915
                                    November 3                   25,000            3,468
                                    November 3                   32,000            4,439
                                    November 8                   32,000            4,035
                                    November 28                  45,000            5,107
                                    December 4                  360,000           24,967
                                    December 4                   25,000            1,734
                                    December 7                   25,000            1,734
                                                                 ------         --------

                                                              2,922,435          660,892
                                                              ---------         --------

                                    Total 2000               13,904,972      $ 3,006,128
                                                             ==========        =========

</TABLE>
<PAGE>


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

NOTE 14.  STOCK GRANTS, OPTIONS AND WARRANTS

The Company has a nonqualified  stock option plan that provides for the granting
of the options to employees and consultants. The option price, number of shares,
and grant  date are  determined  at the  discretion  of the  Company's  Board of
Directors.  Grantees  vest in the options at various  intervals as determined by
the Board of Directors.  Options  granted under the plan are  exercisable  for a
period of up to five years from the grant  date.  Options  were also  granted to
third parties to obtain capital.

During the year 2000, no new options were granted and no options were exercised.

The balance of options and  warrants  outstanding  as of December 31, 2000 is as
follows:
<TABLE>
       <S>          <C>         <C>         <C>    <C>    <C>    <C>

      Date        Number of      Exercise     Expiration        Outstanding
     Issued         Shares        Price          Date              Value
     ------       ----------    ----------     -------------     ----------

     11/11/99       610,000        1.35          12/1/04        2,025,000
     11/11/99    2,800,000          .15          11/1/04          420,000
                                                                ---------

                   Value of options                             2,445,000
                                                                =========
</TABLE>

The Company accounts for its stock based awards to employees using the intrinsic
value  method  in  accordance  with APB 25,  "Accounting  for  Stock  Issued  to
Employees," and its related  interpretations.  Deferred  compensation of $15,000
was recorded in accordance  with APB 25. The fair value of each option grant was
estimated in  accordance  with SFAS 123 using the  Black-Scholes  option-pricing
model with the following weighted-average assumptions:

           1999
<TABLE>
             <S>                                  <C>

             Dividend Yield                       0.0%
             Expected Volatility                  0.294%
             Risk-free rate of return             6.8%
             Expected life                        5 Years
</TABLE>

Compensation  costs for stock options determined at the grant date in accordance
with the fair value  method  consistent  with SFAS 123,  requires no  additional
amounts in compensation  costs to be recognized for the years ended December 31,
1999 and 1998 as fair market value calculated using the Black-Scholes model, was
lower than the option  prices in all cases.  Where  options were issued to third
parties for services rendered,  the value of the consideration  received is used
to record the  transactions,  as allowed by SFAS 123. A total amount of $110,131
was recorded in 1999 on this basis.  This amount is included in consulting  fees
in the accompanying consolidated statements of operations.


<PAGE>


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

NOTE 15.  SUBSEQUENT EVENTS

In January 2001, the Company closed its offices in Atlanta,  GA and  Birmingham,
AL to conserve cash flow because sales of products and new memberships  were not
significant.  The Company  Web site was not ready and  therefore  the  employees
located there had a minimal  amount of  productive  work to do. To conserve cash
flow, the Company closed the office.

In order to fund the Company's  ongoing  operations in 2001, the Company has had
to borrow $200,000 from corporate associates. The terms of the notes are:
<TABLE>

           Date               Amount               Rate          Term          Collateral
          <S>                 <C>                  <C>            <C>           <C>

           02/02/01           $100,000               12%         60 days      Assets of Borrower
           02/12/01           $ 50,000               12%         60 days      Assets of Borrower
           02/15/01           $ 50,000               18%        150 days      N/A

</TABLE>

<PAGE>
                          Independent Auditors' Report

To the Board of Directors
HouseHold Direct.com, Inc.
900 Main Street South
Southbury, CT 06488

We have  audited  the  accompanying  consolidated  balance  sheet  of  HouseHold
Direct.com,  Inc. (a development  stage  enterprise) as of December 31, 2000 and
the related  consolidated  statements of operations,  stockholders'  deficit and
cash flows for the year ended December 31, 2000. These financial  statements are
the   responsibility   of   HouseHold   Direct.com,   Inc.'s   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit. The consolidated  financial statements of HouseHold Direct.com,  Inc.
as of December  31, 1999 and for the year then ended and for the period from May
18, 1998  (inception)  to December 31, 1999 were audited by other auditors whose
report dated June 9, 2000  expressed an unqualified  opinion on those  financial
statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the  general-purpose  financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also  includes  assessing  the  accounting   principles  used,  and  significant
estimates made by management,  as well as evaluating the overall general-purpose
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material   respects,   the  financial  position  of  HouseHold
Direct.com,  Inc. as of December 31, 2000 and the results of its  operations and
its cash flows for the year then ended in  conformity  with  generally  accepted
accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that HouseHold  Direct.com,  Inc. will continue as a going concern. As discussed
in  Note  2  to  the  financial  statements,  HouseHold  Direct.com,  Inc.  is a
development stage Company that has suffered recurring losses from operations and
has a net capital  deficiency that raise  substantial doubt about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  2.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.



Bloom and Company, LLP
Hempstead, New York
March 31, 2000



<PAGE>


                     CONSENT OF CERTIFIED PUBLIC ACCOUNTANT



We consent to the  incorporation  by  reference  in this  Annual  Report on Form
10-K-SB of  HouseHold  Direct.com,  Inc.  of our report  dated  March 15,  2001,
included in the Annual Report to Stockholders of HouseHold Direct.com, Inc.







Bloom and Company
s/Bloom and Company
Hempstead, New York
March 31, 2001