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

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

                  For the quarterly period ended June 30, 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                      1

Balance Sheets. . . . . . . . . . . . . . . .   2

Statements of Income and Retained Earnings. .   3

Statements of Changes in Stockholders' Equity   4

Statements of Cash Flows. . . . . . . . . . .   5

Selected Notes to Financial Statements. . . .  6-7

<PAGE>

                     Independent Accountants' Review Report





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


We have reviewed the accompanying consolidated balance sheets of 800America.com,
Inc.  as  of June 30, 2002, June 30, 2001 and December 31, 2001, and the related
consolidated  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
December 31, 2001 and 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
Biloxi,  Mississippi

                                        1
<PAGE>




                               800America.com, Inc.
                                 Balance Sheets
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                  June 30,       December 31,        June 30,
                                                   2002              2001             2001
                                                -------------   -------------     -------------
<BTB>
<S>                                             <C>            <C>               <C>
ASSETS
Current assets
   Cash                                         $ 19,447,574     $ 13,201,125     $    5,370,913
   Accounts receivable                                                 53,752          1,022,310
   Allowance  for  bad  debts                                                           (154,000)
   Interest  receivable                               27,849           17,151
   Notes receivable
   Investment, short-term                            301,570          301,570
   Total current assets                            1,300,000
                                                -------------   -------------     --------------
                                                  21,076,993       13,573,598          6,239,233
                                                -------------   -------------     --------------
PROPERTY  AND  EQUIPMENT
   Equipment                                       1,087,201        1,087,201            863,300
   Software                                        3,895,650        3,695,650          2,350,150
                                                -------------   -------------     --------------
   Totals                                          4,982,851        4,782,851          3,213,450
   LESS accumulated depreciation                  (2,278,157)      (1,477,183)          (988,133)
                                                -------------   -------------     --------------
   Total property and equipment                    2,704,694        3,305,668          2,225,317
                                                -------------   -------------     --------------

OTHER  ASSETS
   Stock escrow                                                       115,015
   Other intangible assets (net)                   4,517,289        3,378,165          1,873,278
   Goodwill (net)                                  5,421,091        5,187,862          2,210,567
   Bond deposit                                                       500,000
   Other assets                                                        27,533
   Total other assets                              9,938,380        9,208,575          4,083,845

   Totals                                       $ 33,720,067     $ 26,087,841         12,548,385

LIABILITIES  &  STOCKHOLDERS EQUITY

CURRENT  LIABILITIES
   Accounts payable                             $    239,488     $    230,077      $     180,696
   Membership dues payable                           770,892          770,892
   Taxes payable income tax                        1,478,242        1,328,378          1,238,147
   Deferred Income                                   787,295
   Other current liabilities                                                              27,471
                                                -------------   -------------     --------------
   Total current liabilities                       3,275,917        2,329,347          1,446,314
                                                -------------   -------------     --------------

OTHER  LIABILITIES
   Deferred income tax                             2,249,402        2,256,960            940,025
                                                -------------   -------------     --------------
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
    20,136,000 shares issued and outstanding          20,136           18,725             15,430

  Additional paid-in capital                      12,814,552       10,605,671          3,892,143

  LESS Treasury Stock purchased                    (164,813)          (50,000)
  Retained earnings                               15,524,873       10,927,138          6,254,473
                                                -------------   -------------     --------------
  Total stockholders Equity                       28,194,748       21,501,534         10,162,046
                                                -------------   -------------     --------------
    Totals                                      $ 33,720,067     $ 26,087,841      $  12,548,385
                                                =============   =============     ==============
</TABLE>
            See Accompanying Selected Notes to Financial Statements.

                                        2
<PAGE>

<TABLE>
<CAPTION>
                              800America.com, Inc.
                              Statements of Income
            Three and Six Month Periods Ended June 30, 2002 and 2001
                                  (Unaudited)


                                                       2002         2002         2001          2001
                                                       Three        Six          Three         Six
                                                      Months        Months       Months       Months
                                                    ----------    -----------   ----------  ----------
REVENUES                                            $7,641,048    $15,409,212   $5,001,972  $9,302,346
                                                    ----------    -----------   ----------  ----------
<S>                                                 <C>           <C>           <C>         <C>
COST AND EXPENSES
 Payroll cost                                          709,088      1,352,973      192,956     379,870
 Advertising                                         2,226,000      4,526,000      719,759   1,147,119
 Depreciation amortization                             508,213      1,161,849      290,013     426,968
 Bad debts                                                             53,752       15,000      15,000
 General and administration                            495,604      1,533,250      778,516   1,461,452
                                                    ----------     ----------    ---------  ----------
 Total cost and expenses                             3,938,905      8,627,824    1,996,244   3,430,409
                                                    ----------    -----------   ----------  ----------

Income from operations                               3,702,143      6,781,388    3,005,728   5,871,937
                                                    ----------     ----------   ----------  ----------

OTHER INCOME
 Interest                                               82,324        163,949       24,698      43,506
 Sale of assets                                                                    500,000     500,000
                                                     ----------  ----------     ----------  ----------
 Total other income                                     82,324        163,949      524,698     543,506
                                                    ----------     ----------   ----------  ----------

Income before provision for income taxes             3,784,467      6,945,337    3,530,426   6,415,443

Provision for income taxes                           1,293,044      2,347,602    1,184,121   2,214,215
                                                    ----------     ----------   ----------  ----------

Net income                                          $2,491,423     $4,597,735   $2,346,305  $4,201,228
                                                    ==========     ==========   ==========  ==========

Net earnings per share, common
 basic stock                                        $     0.13     $     0.23   $     0.15  $     0.27


Net earnings per share, common stock                $     0.11     $     0.20   $     0.14  $     0.25
 Fully diluted
</TABLE>
            See Accompanying Selected Notes to Financial Statements.

                                        3
<PAGE>



                              800 America.com, Inc.
                  Statements of Changes in Stockholders' Equity
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                       Additional
                                               Common       Stock       Paid  In      Retained     Treasury    Stockholders
                                               Shares       Amount       Capital      Earnings      Stock        Equity
                                             ----------    -------     ---------     ---------     --------    ------------
<S>                                          <C>            <C>        <C>           <C>           <C>         <C>
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,
    30-May-01                                   200,000        200        133,333                                     133,533

Net income for the six months
    ended June 30, 2001                                                                4,201,228                    4,201,228
                                             ----------   --------   ------------    -----------    -----------   -----------
Balances June 30, 2001                       15,429,943   $ 15,430    $ 3,892,143    $ 6,254,473    $         0  $ 10,162,046
                                             ==========   ========   ============    ===========    ===========  ============


                                                                       Additional
                                               Common       Stock       Paid  In      Retained     Treasury    Stockholders
                                               Shares       Amount       Capital      Earnings      Stock        Equity
                                             ----------    -------     ---------     ---------     --------    ------------

Balances December 31, 2001                   18,724,493   $ 18,725   $ 10,605,671  $ 10,927,140   $  (50,000)    $ 21,501,536

Stock issued pursuant to the
    acquisition of Youtopia.com
    January 8, 2002                             680,000        680      1,699,320                                   1,700,000

Stock options exercised                         731,000        731        509,561                                     510,292

Buy back of shares issued as part
    of an acquisition                                                                                (114,813)

Net income for the six months                                                         4,597,735                     4,597,735
    ended June 30, 2002
                                             ----------   --------   ------------    -----------   -----------   ------------
Balances June 30, 2002                       20,135,493   $ 20,136   $ 12,814,552  $ 15,524,875    $ (164,813)   $ 28,309,563
                                             ==========   ========   ============    ===========    ===========  ============

</TABLE>
            See Accompanying Selected Notes to Financial Statements.

                                        4
<PAGE>

                              800America.com, Inc.
                              Statements of Cash Flows
                 Six Month Periods Ended June 30, 2002 and 2001
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                            June 30,
                                                      2002           2001
                                                  ------------  ------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                               <C>           <C>
 Net income                                        $ 4,597,735   $ 4,201,228
 Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization                      1,161,849       426,968
  Changes in operating assets and liabilities:
   Bad debts                                            53,752        15,000
   Non-cash compensation and expenses                  310,150
   Sale of assets                                                   (500,000)
   Prepaid assets increase                                            75,000
   Interest receivable                                 (10,698)
   Accounts receivable increase                                      (26,676)
   Deferred income received                            787,295
   Accounts payable increase                             9,411       155,750
   Deferred income taxes                              (255,481)       (5,100)
   Taxes payable increase                              164,559       851,275
   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)
 Acquisition of treasury stock                        (114,813)
 Additional paid-in capital                            199,567
 Sale of common stock                                      575         2,017
                                                  ------------  ------------
 Net cash provided by financing activities              85,329      (916,768)
                                                  ------------  ------------

Net increase in cash                                 6,246,449     3,253,165

Beginning cash balance                              13,201,125     2,117,746
                                                  ------------  ------------

Ending cash balance                               $ 19,447,574  $  5,370,911
                                                  ============  ============
</TABLE>
            See Accompanying Selected Notes to Financial Statements.

                                        5
<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 consolidated financial statements have been included and are of a
     normal  recurring  nature.

     The  accompanying  unaudited  consolidated  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 19,992,750 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
     22,929,750  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  eighty 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          $     200,000
          Subscriber  list      1,500,000
                            -------------
          Total             $   1,700,000
                            =============

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.

                              800America.com, Inc.
                     Selected Notes to Financial Statements
                                    Unaudited
                                   -----------
                                   (Continued)


8.   Non  cash  transactions  included  the issuance of 680,000 shares of common
     stock  for  Youtopia.com with a value of $1,700,000, as described in note 4
     above.  The  Company  also  issued  156,000  shares  of  common  stock  for
     consulting  services  with  a value of $218,400 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.   Correction  of  prior year amounts for purchase transactions and the effect
     on  the  periods  presented  is  as  follows:

                                        6
<PAGE>
                                         June 30,      December 31,   June 30,
                                          2002            2001         2001
                                        ---------    ------------  -------------
Balance  sheet  items:

Assets:
     Other  intangible  assets           $ 918,785    $  918,785    $  1,836,276
     Accumulated  depreciation                           130,363
     Accumulated  amortization             (43,751)     (174,113)
     Goodwill                             1,717,775    2,413,595      2,023,901
     Advances  to  subsidiary              (172,374)    (172,373)    (1,068,076)
                                          ----------   -----------   -----------
     Totals                               2,420,435    3,116,257      2,796,103
                                          ----------   -----------   -----------

Liabilities  and  equity:
     Income  tax  payable                   253,780      253,780       (50,759)
     Deferred  income  tax                1,608,399    2,304,220       992,385
     Retained  earnings                     558,256
     Additional  paid-in  capital                                     1,949,009
                                          ----------   -----------   ----------
     Totals                               2,420,435    2,558,000     2,890,635
                                          ==========   ===========   ==========

Net  to  income  statement                $           $  558,257    $  (98,532)
                                          ==========   ===========   ==========

                                           June 30,     December 31,   June 30,
                                             2002          2001         2001
                                          ---------    ------------  ----------
Income  statements
     Depreciation  and  amortization      $           $  (43,751)   $
     General  and  administration                        746,412       149,291
     Provision  for  income  taxes                      (144,404)      (50,759)
                                          ---------    ------------  ----------
     Net  to  income  statement           $           $  558,257    $   98,532
                                          ==========   ===========   ==========

                                        7
<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 need 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

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

We  had  revenues  of $7,641,048 for the quarter ended June 30, 2002 compared to
revenues  of  $5,001,972  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 $2,491,423 compared to net
income  of  $2,346,305,  for  the  quarter ended June 30, 2001.  Total operating
expenses  for  the  quarter ended June 30, 2002 were $3,938,905 resulting in net
operating income for the quarter of $3,702,143. This compares to total operating
expenses  of  $1,996,244  for  the quarter ended June 30, 2001, resulting in net
operating  income of $3,005,728. This increase in operating expenses is a result
<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 $2,226,000 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 $19,447,570. At June 30,
2002, we had current assets of $21,076,993 and current liabilities of $3,275,917
resulting  in  working  capital  at  June  30, 2002 (current assets less current
liabilities)  of  $17,801,076.

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 1,998,972 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 $15,409,212 for the six months ended June 30, 2002 compared
with revenues of $9,302,346 for the six months ended June 30, 2001. The increase
was  primarily the result of increased sales.  Net income was $4,597,735 for the
six  months  ended June 30, 2002, compared with net income of $4,201,228 for the
six  months  ended  June 30, 2002.  Total operating expenses were $8,627,824 for
the  six  months ended June 30, 2002 compared with $3,430,409 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.


<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.



<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:  August  14,  2002                   By:  /s/  David  E.  Rabi
                                           ---------------------
                                           David  E.  Rabi
                                           Chief  Executive  Officer  (Principal
                                           Executive  Officer)
                                           Chief  Financial  Officer  and  Chief
                                           Accounting  Officer