UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-QSB/A

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

                  For the quarterly period ended June 30, 2002

       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

   For the transition period from ____________________ to ____________________

                        Commission file number 000-28547

                              800America.com, Inc.
               --------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Nevada                                       87-0567884
-------------------------------                      -------------------
(State or other jurisdiction of                         (IRS Employer
incorporation  or  jurisdiction)                      Identification No.)

                              420  Lexington  Avenue
                            New  York,  New  York  10170
                    ----------------------------------------
                    (Address  of  principal  executive  offices)

                                 (800)  999-5048
                           --------------------------
                           (Issuers  telephone  number)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or 15 (d) of the Exchange Act 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 ____

There  were 20,607,986 shares of common stock $0.001 par value per share, issued
and  outstanding  as  of  August  12,  2002.

Transitional  Small  Business  Disclosure  Format  (Check  one):  Yes [ ] No [X]
--------------------------------------------------------------------------------
<PAGE>


                         PART I -- FINANCIAL INFORMATION
Item  1.
--------------------------------------------------------------------------------


                              FINANCIAL STATEMENTS
                              800AMERICA.COM, INC.
                               New York, New York



                                  June 30, 2002




                                    CONTENTS



                                                                    Page
                                                                    ----

Accountants'  Review  Report                                          3

Condensed Balance  Sheets                                             4

Condensed Statements  of  Income  and  Retained  Earnings             5

Condensed Statements  of  Changes  in  Stockholders'  Equity          6

Condensed Statements  of  Cash  Flows                                 7

Selected  Notes  to  Financial  Statements                         8-10

<PAGE>

                     Independent Accountants' Review Report



Board  of  Directors
800America.com,  Inc.
New  York,  New  York


We  have  reviewed  the accompanying condensed balance sheets of 800America.com,
Inc.  as  of June 30, 2002, June 30, 2001 and December 31, 2001, and the related
condensed  statements  of  income,  shareholders' equity, and cash flows for the
three  months  and  six  months  ended  June  30,  2002 and June 30, 2001. These
financial  statements  are  the  responsibility  of  the  company's  management.

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

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

As discussed in Note number 9 of Selected Notes to Financial Statements, certain
errors  resulting in understatement of previously reported net income as of June
30,  2002  and  December  31,  2001  and  an overstatement of June 30, 2001 were
discovered  by  management of the Company during the current year.  Accordingly,
an  adjustment  has  been made to the financial statements to correct the error.




                                  Piltz,  Williams,  LaRosa  &  Co.


August  12,  2002,  except  for  the  changes  shown
  in  Note  9,  which  is  October  25,  2002
Biloxi,  Mississippi

                                       3
<PAGE>

                              800AMERICA.COM, INC.
                            CONDENSED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                              <C>           <C>           <C>
                                                                                  June 30,     December 31,    June 30,
                                                                                    2002           2001          2001
                                                                                 -----------   -----------   -----------
     ASSETS

CURRENT  ASSETS
 Cash                                                                            $19,447,574   $13,201,125   $ 5,370,913
 Accounts  receivable                                                                               53,752     1,022,320
 Allowance  for  bad  debts                                                                                     (154,000)
 Interest  receivable                                                                 27,849        17,151
 Notes  receivable                                                                   301,570       301,570
 Investment,  short-term                                                           1,300,000
 Deferred  tax  assets                                                                                            52,360
                                                                                 -----------   -----------   -----------
 Total  current  assets                                                           21,076,993    13,573,598     6,291,593
                                                                                 -----------   -----------   -----------
PROPERTY  AND  EQUIPMENT
 Equipment                                                                         1,087,201     1,087,201       873,300
 Software                                                                          4,668,630     4,477,650     2,459,650
                                                                                 -----------   -----------   -----------
 Totals                                                                            5,755,831     5,564,851     3,332,950
 LESS  accumulated  depreciation                                                   2,472,535     1,585,794       826,769
                                                                                 -----------   -----------   -----------
 Total  property  and  equipment                                                   3,283,296     3,979,057     2,506,181
                                                                                 -----------   -----------   -----------
OTHER  ASSETS
 Other  intangible  assets  (net)                                                  3,941,888     2,912,165     1,716,045
 Goodwill  (net)                                                                   4,350,976     4,350,976     1,713,842
 Bond  deposit                                                                                     500,000
 Other  assets                                                                                      27,533
                                                                                 -----------   -----------   -----------
 Total  other  assets                                                              8,292,864     7,790,674     3,429,887
                                                                                 -----------   -----------   -----------
Totals                                                                           $32,653,153   $25,343,329   $12,227,661
                                                                                 ===========   ===========   ===========
LIABILITIES  &  STOCKHOLDERS'  EQUITY

CURRENT  LIABILITIES
 Accounts  payable                                                               $   239,488   $   230,077   $   180,696
 Membership  dues  payable                                                           770,892       770,892
 Taxes  payable  -  income  tax                                                    1,281,018       975,272     1,022,682
 Deferred  income                                                                    910,043       649,276       520,737
 Other  current  liabilities                                                                                      27,471
                                                                                 -----------   -----------   -----------
 Total  current  liabilities                                                       3,201,441     2,625,517     1,751,586
                                                                                 -----------   -----------   -----------
OTHER  LIABILITIES
 Deferred  income  tax                                                             1,026,484     1,282,135       594,604
                                                                                 -----------   -----------   -----------
PREFERRED  STOCK,  REDEMPTION  OUTSIDE  CONTROL  OF  COMPANY
 Common  stock,  $0.001  par  value,  1,958,972  and  2,000,000  shares,
  respectively,  subject  to  put  options,  put  price  of
  2.25  to  $2.60  per  share,  total  redemption  price  $5,067,327
  and  $5,182,140,  June 30, 2002 and December 31, 2001, respectively              5,067,327     5,182,140
 LESS  stock  escrow                                                                               115,015
                                                                                 -----------   -----------   -----------
 Total  preferred  stock,  redemption  outside  of  Company                        5,067,327     5,067,125
                                                                                 -----------   -----------   -----------
STOCKHOLDERS'  EQUITY
 Preferred  stock,  $0.001  par  value,  5,000,000  shares  authorized,
  0  shares  issued
 Common  stock,  $0.001  par  value,  50,000,000  shares  authorized,
  20,073,465,  18,724,493  and 15,430,000 shares issued and outstanding,
  respectfully,  1,958,972  June 30, 2002 and  2,000,000 shares December 31, 2001
  shown as  preferred  stock                                                          18,115        16,725        15,430
 Additional  paid-in  capital                                                      8,614,160     6,457,791     3,892,143
 Treasury  Stock  purchased                                                          (50,000)      (50,000)
 Retained  earnings                                                               14,775,626     9,944,036     5,973,898
                                                                                 -----------   -----------   -----------
 Total  stockholders'  equity                                                     23,357,901    16,368,552     9,881,471
                                                                                 -----------   -----------   -----------
Totals                                                                           $32,653,153   $25,343,329   $12,227,661
                                                                                 ===========   ===========   ===========
</TABLE>

            See Accompanying Selected Notes to Financial Statements.

                                       4
<PAGE>

                              800AMERICA.COM, INC.
                         CONDENSED STATEMENTS OF INCOME
            THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
                                  (Unaudited)

<TABLE>
<CAPTION>
<S>                                                        <C>         <C>          <C>         <C>
                                                              2002          2002      2001         2001
                                                              Three         Six       Three         Six
                                                              Months       Months     Months       Months
                                                           ----------  -----------  ----------  -----------

SALES                                                      $1,789,347  $ 4,271,380  S           S

     Cost  of  sales:
          Amortization                                         79,167      158,333
                                                           ----------  -----------  ----------  -----------
     Sales  margin                                          1,710,180    4,113,047
     Commissions                                            5,168,817   10,779,477   4,692,972    8,582,596
     Subscription  fees  and  membership  dues                400,191      884,883      47,417      199,013
                                                           ----------  -----------  ----------  -----------
     Total  revenue                                         7,279,188   15,777,407   4,740,389    8,781,609
                                                           ----------  -----------  ----------  -----------

COST  AND  EXPENSES
     Payroll  cost                                            643,885    1,352,973     192,956      379,870
     Advertising                                            2,300,000    4,526,000     719,759    1,147,119
     Depreciation  -  amortization                            606,868    1,132,506     290,013      385,837
     Bad  debts                                                53,752       53,752      15,000       15,000
     General  and  administration                             732,900    1,555,535     778,516    1,461,452
                                                           ----------  -----------  ----------  -----------
     Total  cost  and  expenses                             4,337,405    8,620,766   1,996,244    3,389,278
                                                           ----------  -----------  ----------  -----------

Income  from  operations                                    2,941,783    7,156,641   2,744,145    5,392,331
                                                           ----------  -----------  ----------  -----------
OTHER  INCOME
     Interest                                                  81,925      163,949      24,698       43,506
     Sale  of  assets                                                                  500,000      500,000
                                                           ----------  -----------  ----------  -----------
     Total  other  income                                      81,925      163,949     524,698      543,506
                                                           ----------  -----------  ----------  -----------

Income  before  provision  for  income  taxes               3,023,708    7,320,590   3,268,843    5,935,837

Provision  for  income  taxes                               1,028,061    2,489,000   1,111,407    2,018,184
                                                           ----------  -----------  ----------  -----------
Net  income                                                $1,995,647  $ 4,831,590  $2,157,436   $3,917,653
                                                           ==========  ===========  ==========  ===========
Net  earnings  per  share,  common basic  stock            $     0.11  $      0.27  $     0.15  $      0.26

Net  earnings  per  share,  common  stock  fully  diluted  $     0.10  $      0.23  $     0.12  $      0.23

</TABLE>

            See Accompanying Selected Notes to Financial Statements.


                                       5
<PAGE>

                              800AMERICA.COM, INC.
            CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                  (Unuaudited)

<TABLE>
<CAPTION>
<S>                                    <C>         <C>        <C>        <C>         <C>       <C>
                                                              Additional
                                         Common      Stock     Paid  In     Retained   Treasury  Stockholders'
                                         Shares      Amount    Capital      Earnings    Stock      Equity

                                       ----------  ---------- -----------  -----------  --------  -----------

Balances December 31, 2000             13,412,000    $ 13,412  $1,943,134   $2,053,245  $          $4,009,791

Stock issued pursuant to the
  acquisition of inshop.com,
  February 2, 2001                      1,817,943       1,818   1,815,676                          1,817,494

Stock issued pursuant to the
  acquisition of Ebiz.com,
  May 30, 2001                            200,000         200     133,333                            133,533

Net income for the six months
  ended June 30, 2001                                                        3,920,653              3,920,653
                                       ----------   ---------  ----------  -----------  --------  -----------
Balances June 30, 2001                 15,429,943   $  15,430  $3,892,143   $5,973,898  $      0   $9,881,471
                                       ==========   =========  ==========  ===========  ========   ==========
</TABLE>


<TABLE>
<CAPTION>
<S>                                    <C>         <C>        <C>        <C>           <C>       <C>
                                                              Additional
                                         Common      Stock     Paid  In     Retained    Treasury  Stockholders'
                                         Shares      Amount    Capital      Earnings     Stock      Equity

                                       ----------  ---------- -----------  ----------   --------  -----------
Balances December 31, 2001             16,724,493  $  16,725  $6,457,791   $9,944,036   $(50,000) $16,368,552

Stock issued pursuant to the
acquisition of Youtopia.com,
January 8, 2002                           650,000        650   1,624,350                            1,625,000

Stock options exercised                   575,000        575     291,317                              291,892

Shares issued for consulting
services                                  165,000        165     240,702                              240,867

Net income for the six months
ended June 30, 2002                                                          4,831,590              4,831,590
                                       ----------  --------- -----------   -----------  --------- -----------
Balances June 30, 2002                 18,114,493  $  18,115  $8,614,160   $14,775,626  $(50,000) $23,357,901
                                       ==========  =========  ==========   ===========  ========= ===========


</TABLE>


            See Accompanying Selected Notes to Financial Statements.


                                       6
<PAGE>

                              800AMERICA.COM, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                  (Unaudited)


<TABLE>
<CAPTION>

<S>                                                          <C>          <C>
                                                                June 30,
                                                            2002        2001
                                                        -----------  -----------

CASH  FLOWS  FROM  OPERATING  ACTIVITIES
 Net  income                                            $ 4,831,590  $ 3,917,653
 Adjustments  to  reconcile  net  income  to  net  cash
  provided  by  operating  activities:
  Depreciation  and  amortization                         1,290,839      385,837
  Bad  debts                                                 53,752       15,000
  Non-cash  compensation  and  expenses                     332,435
  Sale  of  assets                                                      (500,000)
  Changes  in  operating  assets  and  liabilities:
    Prepaid  assets  -  increase                                          75,000
    Interest  receivable                                    (10,698)
    Accounts  receivable  -  increase                                    (26,676)
    Deferred  income  received                              260,767      520,737
    Accounts  payable  -  increase                            9,411      155,750
    Deferred  income  taxes                                 (41,441)      (5,100)
    Taxes  payable  -  increase                              91,917      655,244
    Other  current  liabilities  -  increase                              27,471
                                                        -----------  -----------
    Net  cash  provided  by  operating  activities        6,818,572    5,220,916
                                                        -----------  -----------
CASH  FLOWS  FROM  INVESTING  ACTIVITIES
 Proceeds  from  sale  of  assets                                        500,000
 Stock  escrow  -  decrease                                 115,015
 Bond  -  China  received                                   500,000
 Purchase  of  equipment  and  software                               (1,598,732)
 Investment,  short-term                                 (4,000,000)
 Short-term  investment  returned                         2,700,000
 Other  assets                                               27,533       47,749
                                                        -----------  -----------
 Net  cash  used  in  investing  activities                (657,452)  (1,050,983)
                                                        -----------  -----------
CASH  FLOWS  FROM  FINANCING  ACTIVITIES
 Repayment  of  debts  assumed  in  merger  transaction                 (918,785)
 Redemption  of  preferred  stock                          (114,813)
 Additional  paid-in  capital                               199,567
 Sale  of  common  stock                                        575        2,018
                                                        -----------  -----------
 Net  cash  provided  by  financing  activities              85,329     (916,767)
                                                        -----------  -----------
 Net  increase  in  cash                                  6,246,449    3,253,166

 Beginning  cash  balance                                13,201,125    2,117,747
                                                        -----------  -----------
 Ending  cash  balance                                 $ 19,447,574  $ 5,370,913
                                                        ===========  ===========
</TABLE>


            See Accompanying Selected Notes to Financial Statements.

                                       7
<PAGE>


                              800AMERICA.COM, INC.
                     SELECTED NOTES TO FINANCIAL STATEMENTS
                                    UNAUDITED
                                    ---------

1.   The accompanying unaudited financial statements have been prepared with the
     accounting  policies  in effect as of December 31, 2001 as set forth in the
     Notes  to  Financial  Statements  of 800America.com, Inc. In the opinion of
     Management,  all  adjustments  necessary  for  a  fair  presentation of the
     condensed  financial  statements  have  been  included  and are of a normal
     recurring  nature.

     The  accompanying  unaudited  condensed  financial  statements  have  been
     prepared  also  in  accordance  with the instructions to Form 10-Q and Rule
     10-01  of  Regulations  S-X.  Accordingly,  they  do not include all of the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles  for  complete  financial  statements.  The  statements  include
     information  required  for  interim  financial  statements.

2.   The  results of operations for the six months ended June 30, 2002 and 2001,
     are  not  necessarily indicative of the results to be expected for the full
     year.

3.   Per  share  data  is  based  on the weighted average shares of common stock
     outstanding  of 17,777,626 and 15,356,925 for the six months ended June 30,
     2002  and 2001, respectively. Per share data for diluted shares is based on
     the  weighted  average  diluted  shares  of  common  stock  outstanding  of
     20,825,237  and 17,106,925 for the six months ended June 30, 2002 and 2001,
     respectively.

4.   The  Company  acquired the assets of Youtopia.com in a purchase transaction
     for  six  hundred  fifty  thousand shares of its previously unissued common
     stock.  The  stock  had  a  value  of  $2.50  per  share at the time of the
     transaction.  The  fair  market  value  of  the  assets  acquired  in  the
     transaction  were  as  follows:

          Software                        $     191,180
          Subscriber  list                    1,433,820
                                              ---------
          Total                           $   1,625,000
                                              =========

     Youtopia,  Inc.  had  ceased operations in October 2001 prior to its assets
     being  acquired  by 800America.com, Inc. in 2002. It had terminated all its
     employees  and  was  in  the  process  of  trying to recoup its investment.
     800America's primary reason for the purchase was to obtain its member list.
     Financial  statements were unavailable. Therefore, pro forma information is
     not  provided.

5.   Deferred  income  taxes  result  from  book/tax  basis difference in assets
     acquired  in  tax  free  merger  transactions.

6.   The Company entered into a fifty percent joint venture with another company
     for  direct  sales  of certain closeout items in South America. The Company
     invested  $4,000,000  in  the  first  quarter  in  this  joint venture. The
     arrangement  is  short term and should be completed in the third quarter of
     2002.  $2,700,000  of the Company's investment has been returned as of June
     30,  2002.

7.   The Company paid $2,438,528 and $1,476,966 in income tax for the six months
     ended  June  30,  2002  and 2001, respectively. No interest was paid during
     those  periods.

                                       8
<PAGE>

                              800AMERICA.COM, INC.
                     SELECTED NOTES TO FINANCIAL STATEMENTS
                                    UNAUDITED
                                    ---------
                                   (Continued)

8.   Non  cash  transactions  included  the issuance of 650,000 shares of common
     stock  for  Youtopia.com with a value of $1,625,000, as described in note 4
     above.  The  Company  also  issued  165,000  shares  of  common  stock  for
     consulting  services  with  a value of $240,702 during the six months ended
     June  30,  2002.  Non  cash  compensation  of $91,750 was recognized in the
     exercise  of  options  in  the Company stock option plan on 170,000 shares.

9.   The  Company's  financial  statements  have  been  restated  to reflect the
     correction of errors in recording the costs and liabilities associated with
     acquisitions  and  mergers,  to  record  deferred  income  relative  to
     subscription fees, to record the redeemable preferred shares, to record the
     income tax effects of the corrections and to record any resultant effect on
     the  income  statement.  The  effect  of  this  restatement  is as follows:


<TABLE>
<CAPTION>
<S>                                       <C>         <C>
                                               June 30, 2002
                                          As Previously     As
                                            reported     restated
                                          -----------  -----------
     Balance sheet
     Assets
      Software                             $ 3,895,650  $ 4,668,630
      Accumulated depreciation               2,278,157    2,472,535
      Other intangible assets                4,517,289    3,941,888
      Goodwill                               5,421,091    4,350,976
     Liabilities
      Taxes payable Income taxes             1,478,242    1,281,018
      Deferred income                          787,295      910,043
      Deferred income tax                    2,249,402    1,026,484
     Preferred stock redemption, outside
      control of Company                                  5,067,327
     Stockholderequity
      Common stock                              20,136       18,115
      Additional paid-in capital            12,814,552    8,614,160
      Treasury stock                           164,813       50,000
      Retained earnings                     15,524,873   14,775,626
     Statement of income
      Sales                                               4,271,380
      Cost of sales amortization                            158,333
      Subscription fees                        358,355      884,883
      Depreciation and amortization          1,161,849    1,132,506
      General and administration             1,533,250    1,555,535
      Provision for income taxes             2,347,602    2,489,000

     Net income                              4,597,735    4,831,590

     Net earnings per share:
     Basic                                       0.23          0.27
     Diluted                                     0.20          0.23
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>

<S>                                       <C>         <C>
                                               June 30, 2001
                                          As Previously     As
                                            reported     restated
                                          -----------  -----------
     Balance sheet
     Assets
      Software                            $ 3,695,650  $ 4,477,650
      Accumulated depreciation              1,607,545    1,585,794
      Other intangible assets               2,633,493    2,912,165
      Goodwill                              2,774,266    4,350,976
      Other assets                            199,917       27,533
     Liabilities
      Taxes payable Income taxes            1,027,518      975,272
      Deferred income                                      649,276
      Deferred income tax                                1,282,135
     Preferred stock redemption, outside
      control of Company                                 5,182,140
     Stockholderequity
      Common stock                             18,725       16,725
      Additional paid-in capital           10,605,671    6,457,791
      Retained earnings                    10,368,883    9,994,036
     Statement of income
      Sales                                              2,545,786
      Cost of sales - amortization                         120,833
      Subscription fees                     1,393,750      744,474
      Depreciation and amortization         1,147,113    1,178,642
      General and administration            3,425,812    2,229,400
      Provision for income taxes            4,323,804    4,315,499

     Net income                             8,315,456    8,305,462

       Net earnings per share:
        Basic                                     0.52          0.53
      Diluted                                   0.46          0.47

</TABLE>

                                       10

<PAGE>



Item  2.  Management's  Discussion  and  Results  or  Plan  of  Operation.

General

We  operate  various  Internet  web  sites in three areas: Business to Business;
Business to Consumers, which includes our publishing operations, and Technology.
Our goal is to bring buyers and sellers together in an efficient and easy format
and generate income based on the transactions. Our technologies coupled with our
customer approach continue to strengthen relationships with our customers. These
technologies  are  providing  the  foundation  needed  to  scale  and  grow  the
e-commerce  businesses profitably across geographic regions and multiple product
lines.

Sites  operated  under  the  800America  Network  are  OneTwoClick.com,
RothmanCloseouts.com,  InternetWEbGuide.com,  FileShooter.com,  InShop.com,
eBiz4biz.com,  cs-live.com,  iGain.com,  IPS  payment.com,  WizardWorld.com  and
Youtopia.com.

Results  of  Operations

Certain  revisions have been made to our financial statements. Please see Note 9
of  Selected  Notes  to  Financial  Statements  for  a summary of the revisions.

Quarter  Ended  June  30,  2002  Compared  to  Quarter  Ended  June  30,  2001.

We  had  revenues  of $7,279,188 for the quarter ended June 30, 2002 compared to
revenues  of  $4,740,389  for  the  quarter  ended June 30, 2001. Approximately,
$800,000 of our revenues during the period were derived from an off-line venture
whereby  we  joint ventured with a company to sell closeout merchandise into the
South  American  market.  Each of the parties invested $4,000,000. All costs and
expenses,  profits  and  losses  were  shared equally by the parties. We did not
participate  in  the  management  and  operation  of  this  venture.  Our  total
investment  was  $4,000,000.  As  of  July  2002,  we  had  received  our  total
investment  back.  We do not regularly engage in these types of ventures but, as
the  opportunity  arises  we  may  engage  in  them  in  the  future.

Approximately  23%  of  our total revenues were derived from foreign sources for
the  period.  Approximately  65%  of  our  foreign  revenue  came  from  our
Business-to-Business  operations,  approximately  16%  from  our  Technology
operations  and  the  balance  from  our  Business-to-Consumer  operations.
Approximately 65% of the foreign revenue came from South America and the balance
from  the  Far  East  and  Europe.

Net  income  for  the quarter ended June 30, 2002 was $1,995,647 compared to net
income  of  $2,157,436,  for  the  quarter ended June 30, 2001.  Total operating
expenses  for  the  quarter ended June 30, 2002 were $4,337,405 resulting in net
operating income for the quarter of $2,941,783. This compares to total operating
expenses  of  $1,996,244  for  the quarter ended June 30, 2001, resulting in net
operating  income of $2,744,145. This increase in operating expenses is a result

                                       11
<PAGE>

of our continuing to grow our business in order to increase revenues. Because of
our  limited  operating  history  with  our various web sites, management cannot
predict,  based upon past performance, whether the above listed cost and expense
categories  are  relatively  stable  or  subject  to  a  substantial  degree  of
volatility.  Management  continues  to  expect  that advertising costs will be a
significant  part  of  our  operating  structure.  Advertising  expenses for the
period ending June 30, 2002 were $2,300,000 compared with $719,759 for the three
months  ended  June  30,  2001.

--------------------------------------------------------------------------------

Liquidity  And  Capital  Resources

Cash  and  cash  equivalents  as  of June 30, 2002 were $19,447,574. At June 30,
2002, we had current assets of $21,076,993 and current liabilities of $3,201,441
resulting  in  working  capital  at  June  30, 2002 (current assets less current
liabilities)  of  $17,875,552.

During  the period we announced a buy-back program whereby we intend to purchase
ten  percent  of  our  outstanding  Common  Stock.

We  are  obligated  to  stand ready to repurchase 1,958,972 shares of our Common
Stock  from  certain stockholders who acquired our shares in exchange for shares
in  two  acquisitions  we  concluded  last year and from purchasers in a private
placement.  The  repurchase price is $2.60 per share.  In October 948,972 shares
will  be  subject  to repurchase unless certain events occur sooner, with one of
the  events  being  that our current CEO no longer remains at that position, and
the  balance will be subject to repurchase in December of 2002.  This obligation
is  not  part  of  our  buy-back  program.

We  believe that our current capital resources and liquidity are adequate for at
least  the  next  twelve months. Other than costs in connection with the further
development  of  our web sites, we do not have any plans for significant capital
or  operating  expenditures  above  our  current  level  unless we determines to
develop  additional web sites that could result in additional development costs.
We  may  also  make additional acquisitions which might be financed, at least in
part,  with  our  own  funds.

Six  Months  Ended  June  30,  2002  Compared  With  June  30,  2001

Results  of  Operations

We  had  revenues of $15,770,407 for the six months ended June 30, 2002 compared
with revenues of $8,781,609 for the six months ended June 30, 2001. The increase
was primarily the result of increased commissions. Net income was $4,831,590 for
the  six  months ended June 30, 2002, compared with net income of $3,917,653 for
the six months ended June 30, 2002. Total operating expenses were $8,620,766 for
the  six  months ended June 30, 2002 compared with $3,389,278 for the six months
ended  June 30, 2001. Foreign sales accounted for approximately 22% of our total
revenues for the six month period ending June 30, 2002. Approximately 60% of our
foreign  revenue  came  from  our  Business-to-Business operations, 17% from our
Technology  operations and the balance from our Business-to-Consumer operations.


                                       12
<PAGE>

Liquidity  and  Capital  Resources

Net  cash  provided  for  operating activities was $6,818,572 for the six months
ended  June  30,  2002  compared  with net cash of $5,220,916 for the six months
ended  June 30, 2001.  The increase in net cash was primarily attributable to an
increase  in  revenues and a decrease in operating costs.  During the six months
ended  June  30,  2001,  we  sold  assets  for  approximately  $500,000.

Events  Subsequent  to  June  30,  2002

In  July  2002,  we  repurchased  163,000  shares  of our common stock under our
buy-back  program.
             --------------------------------------------------------

Forward  Looking  Statements

This  report on Form 10-QSB contains certain forward-looking statements that are
based  on  what we believe are reasonable beliefs and assumptions of management.
Often,  these  statements  can be recognized because of the use of words such as
believe,  anticipate,  intend,  estimate  and  expect  in  the  statements. Such
forward-looking  statements  obviously  involve  known  and  unknown  risks,
uncertainties,  and other factors that may cause the actual results, performance
or  achievements to be materially different from any future results, performance
or  achievements  expressed  or  implied  by  such  forward-looking  statements.

             --------------------------------------------------------

                          PART II -- OTHER INFORMATION

Item  1.  Legal  Proceedings.

We  are a party to litigation incurred in connection with the ordinary operation
of  our  business.  We  do  not  believe  that any adverse result in the various
litigation  matters  would have a material effect on our operations or financial
condition.

In  March  2001, we were served with a summons and complaint in an action titled
Jeffrey Steiner against inShop.com, Inc. and 800America.com, Inc.  The action is
pending  in the Supreme Court of the State of New York, County of New York.  The
complaint  seeks  $500,000  for  stock redemption proceeds, plus any accrued and
unpaid  dividends  and other relief in connection with our acquisition of shares
of  inShop.com,  Inc.  The  proceedings  are  currently  in the discovery stage.

Item  2.  Changes  in  Securities  and  Use  of  Proceeds

In April and May of 2002, the registrant issued a total of 13,334 shares of its
Common  Stock  to  a  consultant who is an "accredited investor" as that term is
used  in  Rule  506  of  Regulation D of the Securities Act of 1933, as amended.



                                       13
<PAGE>

Item  3.  Exhibits  and  Reports  on  Form  8-K

(a)     the  following  exhibits  are  filed  as  part  of  this  report.

        99.1 CEO and CFO Certifications required under Section 906 of the
             Sarbanes - Oxley Act of 2002

--------------------------------------------------------------------------------


                                   SIGNATURES
                                   ----------

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.
                              800America.com, Inc.

Date:  November 11,  2002                  By:  /s/  David  E.  Rabi
                                           ---------------------------
                                           David  E.  Rabi
                                           Chief  Executive  Officer  (Principal
                                           Executive  Officer)
                                           Chief  Financial  Officer  and  Chief
                                           Accounting  Officer

                               14
<PAGE>

                                 CERTIFICATIONS
                                 --------------

I, David E. Rabi, certify that:

1.   I  have reviewed this quarterly report on Form 10-QSB/A of 800 America.com,
     Inc.

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;  and

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     report.

Date:     November  11,  2002        By:

                                           /s/  David  E.  Rabi
                                           --------------------------------
                                           David  E.  Rabi, Chief Executive
                                           Officer and  Chief  Financial Officer

                                15

<PAGE>