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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=1>SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C.  20549</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=1>FORM S-8</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=1>REGISTRATION STATEMENT<br>
under<br>
THE SECURITIES ACT OF 1933</FONT></H1>

<H1 ALIGN=CENTER><FONT SIZE=1>HOUSEHOLD DIRECT.COM, INC.<br>
(Exact name of registrant as specified in its charter)</FONT></H1>

<P ALIGN=CENTER><FONT  SIZE=2><U>Delaware&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
No.51-0388634</U></FONT></P>

<P ALIGN=CENTER><FONT SIZE=1>(State or other jurisdiction
organization)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    &nbsp;(IRS&#151;
Employer Identification No.)</FONT></P>

<HR SIZE=1 WIDTH=15% ALIGN=CENTER>

<P ALIGN=CENTER><FONT   SIZE=1>#3 Glen Road<br>
Sandy Hook, CT 06482<br>
(Address and Zip Code of principal executive offices)</FONT></P>

<P ALIGN=CENTER><FONT   SIZE=1>HouseHold Direct.com, Inc. 2001 Stock Option Plan<br>
(Full title of plan)</FONT></P>


<P ALIGN=CENTER><FONT   SIZE=1>John D. Folger<br>
#3 Glen Road<br>
Sandy Hook, CT 06482<br>
(203) 426-2312<br>
(Name, address and telephone number, including area code, of agent for service)</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=1>Copies of all
communications,  including  all  communications  sent to the agent for  service,
should be sent to: </FONT></P>

<P ALIGN=CENTER><FONT   SIZE=1>W. Andrew Stack, Esq.
1601 W. Montpelier Street<br>
Broken Arrow, Oklahoma 74012<br>
918-633-2830</FONT></P>

<PAGE>

<pre>
CALCULATION OF REGISTRATION FEE

-------------------- ------------- ----------------- ----------------- ---------
                     Amount to be  Proposed Maximum   Proposed Maximum Amount of
Title of Securities  Registered    Offering Price     Per Aggregate    Regist.
  to be Registered                      Share*        Offering Price*  Fee*
-------------------- ------------- ----------------- ----------------- ---------
-------------------- ------------- ----------------- ----------------- ---------
Common Stock ($0.001  20,000,000        $0.025            $500,000      $100.00
par value)            Shares**
-------------------- ------------- ----------------- ----------------- ---------
</pre>
<P  align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=1>*  Estimated pursuant to rule 457(c)</FONT></P>

<P  align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=1>** Includes
awards that may be granted  pursuant to the foregoing plans and an indeterminate
number of shares  of Common  Stock  that may  become  issuable  pursuant  to the
antidilution provisions of such plan. </FONT></P>

<P  align=center> <FONT FACE="Times New Roman, Times, Serif" SIZE=1>PART I<br>
INFORMATION REQUIRED IN SECTION 10(a) OF PROSPECTUS</FONT></P>

<P  align=left><FONT  FACE="Times New Roman,  Times,  Serif" SIZE=1>ITEM 1. PLAN
INFORMATION</FONT></P>

<P  align=justify><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>  The
documents containing the information required by Part I of Form S-8 will be sent
or given to employees as specified by Rule  428(b)(1) of the  Securities  Act of
1933,  as amended  (the  &#147;Securities  Act&#148;).  Such  documents  are not
required  to be and are not  filed  with the  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act. </FONT></P>

<P  align=left><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>ITEM  2.
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION</FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=1>Upon written
or oral  request,  any of the documents  incorporated  by reference in Item 3 of
Part II of this Registration  Statement,  any of the other documents required to
be delivered to Plan  participants  pursuant to Rule 428(b),  and any additional
information about the Plan and its  administrators  are available without charge
by contacting: </FONT></P>

<P  align=center><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>HouseHold
Direct.com,   Inc.<br>  #3  Glen  Road<br>   Sandy  Hook,  CT  06482<br>   (203)
426.2312<br> John G. Folger, President</FONT></P>


<P  align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=1>PART II<br>
INFORMATION REQUIRED IN REGISTRATION STATEMENT</FONT></P>

<P  align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=1>ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE</FONT></P>

<P     align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=1>
The following documents  previously filed with the Commission by the Company for
purposes of the information  reporting  requirements of the Securities  Exchange
Act of 1934, as amended (the  &#147;Exchange  Act&#148;) are incorporated herein
by reference:
</FONT></P>

<P  align=justify><FONT  FACE="Times  New Roman,  Times,  Serif"  SIZE=1>

1. The  Company&#146;s  Annual Report on Form 10-KSB for the year ended December
31, 2000;<br>

2. The Company&#146;s Quarterly Report on Form 10-QSB for the three months
ended March 31, 2001;<br>

3. The Company&#146;s Quarterly Report on Form 10-QSB for the three months ended
June 30, 2001;<br>

4. The  Company&#146;s  Report on Form 8-K filed with the Commission on or about
July 26<SUP>th</SUP>, 2001;<br>

5. The  Company&#146;s  Registration  Statement  on Form  SB-2/A  filed with the
Commission on or about July 26<SUP>th</SUP>, 2001;
</FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif"SIZE=1>All documents
filed by the  Company  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the
Exchange Act subsequent to the date of this Registration  Statement and prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated  herein by reference will be
deemed to be modified or  superseded  for  purposes  hereof to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  herein  by  reference  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be  deemed,  except as so  modified  or  superseded,  to  constitute  a part
thereof. </FONT></P>

<P  align=left><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>ITEM  4.
DESCRIPTION OF SECURITIES</FONT></P>

<P align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=1>Not applicable.</FONT></P>

<P align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=1>ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL</FONT></P>

<P align=left><FONT FACE="Times New Roman, Times, Serif" SIZE=1>Not applicable.</FONT></P>

<PAGE>

<P  align=left><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>ITEM  6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS</FONT></P>

<P  align=justify><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>  The
Certificate  of  Incorporation  of the  Company  provides  that  all  directors,
officers,  employees  and  agents  of  the  Company  shall  be  entitled  to  be
indemnified  by  the  Company  to the  fullest  extent  permitted  by  law.  The
Certificate of Incorporation also provides as follows: </FONT></P>

<P  align=justify><FONT     FACE="Times    New    Roman,     Times,    Serif"SIZE=1>The corporation shall, to the fullest extent permitted by the Act, as the
same  may be  amended  and  supplemented,  indemnify  all  directors,  officers,
employees,  and agents of the corporation  whom it shall have power to indemnify
thereunder from and against any and all of the expenses,  liabilities,  or other
matters referred to therein or covered thereby. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=1>Such right to
indemnification or advancement of expenses shall continue as to a person who has
ceased to be a director,  officer,  employee,  or agent of the corporation,  and
shall inure to the benefit of the heirs, executives,  and administrators of such
persons.  The  indemnification  and advancement of expenses  provided for herein
shall  not be  deemed  exclusive  of any other  rights  to which  those  seeking
indemnification or advancement may be entitled under any bylaw, agreement,  vote
of  stockholders  or of  disinterested  directors or otherwise.  The corporation
shall  have the  right to  purchase  and  maintain  insurance  on  behalf of its
directors, officers, and employees or agents to the full extent permitted by the
Act, as the same may be amended or supplemented. </FONT></P>

<P  align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=1>Insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to directors, officers, or persons controlling the Company pursuant to
the foregoing  provisions,  the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities  Act and is  therefore  unenforceable.  In the event that a claim for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director officer or controlling  person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue. </FONT></P>

<P  align=left><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</FONT></P>

<P  align=left><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>Not applicable.</FONT></P>

<P  align=left><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>ITEM 8. CONSULTANTS AND ADVISORS</FONT></P>

<P  align=left><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1> Not applicable.</FONT></P>

<P  align=left><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>ITEM 9.  EXHIBITS</FONT></P>


<pre>
        Exhibit No.                           Title
        -----------                           -----
            4.1               2001 Stock Option Plan
            5.1               Opinion of W. Andrew Stack, Esq.
            23.1              Consent of Bloom and Company
            23.2              Consent of W. Andrew Stack, Esq.
            24.1              Power of Attorney (included on page 7)

</pre>

<PAGE>


<P  align=left><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>ITEM 10. UNDERTAKINGS</FONT></P>

<P  align=left><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>(a)  The undersigned Registrant hereby undertakes:</FONT></P>

     <P  align=left><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>(1) To
file,   during  any  period  in  which   offers  or  sales  are  being  made,  a
post-effective amendment to this Registration Statement to;<br><br>

(i)  include any prospectus  required by Section  10(a)(3) of the Securities Act
     of 1933;<br><br>

(ii) reflect in the  prospectus  any facts or events arising after the effective
     date of the  registration  statement  (or the  most  recent  post-effective
     amendment  thereof) which,  individually  or in the aggregate,  represent a
     fundamental  change  in the  information  set  forth  in  the  registration
     statement.  Notwithstanding  the  foregoing,  any  increase  or decrease in
     volume of  securities  offered  (if the total  dollar  value of  securities
     offered would not exceed t hat which was registered) and any deviation from
     the  low or  high  end of  the  estimated  maximum  offering  range  may be
     reflected in the form of prospectus  filed with the Commission  pursuant to
     Rule 424(b) if, in the aggregate, the changes in volume and price represent
     no more than a 20 percent  change in the maximum  aggregate  offering price
     set forth in the  "Calculation of Registration  Fee" table in the effective
     registration statement; and<br><br>

(iii)include any additional or changed material  information with respect to the
     plan of distribution not previously disclosed in the registration statement
     or any material change to such information in the  registration  statement;
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed with or furnished
     to the Commission by the Registrant  pursuant to Section 13 or 15(d) or the
     Securities  Exchange Act of 1934 that are  incorporated by reference in the
     registration statement.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=1>(2) That, for
the purpose of determining  any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered the rein, and the offering of such securities
at that time  shall be  deemed to be the  initial  bona fide  offering  thereof.
</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=1>(3) To remove
from  registration by means of a post-effective  amendment any of the securities
being  registered  which  remain  unsold  at the  termination  of the  offering.
</FONT></P>

<P  align=justify><FONT  FACE="Times  New Roman,  Times,  Serif"  SIZE=1>(b) The
undersigned  Registrant  hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant&#146;s
annual report pursuant to Section 13(a) or 15(d) of t he Securities Exchange Act
of 1934 (and, where applicable,  each filing of an employee benefit  plan&#146;s
annual report pursuant to Section 15(d) of the Securities Ex change Act of 1934)
that is incorporated by reference in the registration  statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof. </FONT></P>

<P  align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=1>(c) Insofar
as indemnification  for liabilities arising under the Securities Act of 1933 may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceab1e. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any act ion,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue. </FONT></P>

<P  align=left><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>SIGNATURES</FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times,  Serif"SIZE=1>Pursuant  to
the requirements of the Securities Act of 1933, the Registrant certifies that it
has  reasonable  grounds to believe  that it meets all of the  requirements  for
filing on Form S-8 and has duly caused this Registration Statement, to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Sandy Hook, State of Connecticut on the 5th day of September, 2001. </FONT></P>

<P  align=right><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>HOUSEHOLD DIRECT.COM, INC.<br>
<u>/s/ John D. Folger</u><br>
John D. Folger<br>
President</FONT></P>

<PAGE>

<P  align=left><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>Exhibit 24.1</FONT></P>

<P  align=center><FONT   FACE="Times  New  Roman,  Times,  Serif"  SIZE=1>POWER OF ATTORNEY</FONT></P>

<P     align=justify><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=1>Know all men by these presents,  that each person whose signature appears
below  constitutes  and  appoints  John D. Folger,  singly,  his or her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities  (including  his or her capacity as a director or officer of
HouseHold   Direct.com,   Inc.)  to  sign  any  and  all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents or any of them, or their or his or her  substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
</FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=1> Pursuant to
the requirements of the Securities Act of 1933, this Registration  Statement has
been  signed  by the  following  persons  in  the  capacities  and on the  dates
indicated.</FONT></P>


<pre>
/s/ John D. Folger                          September 4, 2001
------------------                          -----------------
John D. Folger                              Date
Chief Executive Officer, President


/s/ Ann Jameson                             September 4, 2001
---------------                             -----------------
Ann Jameson                                 Date
Vice President, Secretary
Accounting Officer and Director

</pre>

<PAGE>


<P  align=left><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>Exhibit 4.1</font></p>

<H1  ALIGN=CENTER><FONT  FACE="Times New Roman, Times,  Serif"  SIZE=1>HOUSEHOLD
DIRECT.COM, INC.</FONT></H1>

<p  ALIGN=CENTER><FONT  FACE="Times New Roman,  Times, Serif" SIZE=2>2001 STOCK
OPTION PLAN</FONT></p>

<p  ALIGN=LEFT><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1><u>Section 1.
General Purpose of Plan; Definitions</u>.</FONT></p>

<P  align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=1>The name of
this plan is the HouseHold  Direct.com,  Inc. 2001 or Incentive  Stock Plan (the
&#147;Plan&#148;).  The Plan was  adopted  by the Board on August 1,  2001.  The
purpose of the Plan is to enable  the  company  to  attract  and  retain  highly
qualified  personnel who will contribute to the Company&#146;s  success by their
ability,  ingenuity and industry and to provide  incentives to the participating
officers,  employees,  directors,  and  advisors  that are  linked  directly  to
increases in stockholder  value and will  therefore  inure to the benefit of all
stockholders of the Company. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=1> For purposes
of the Plan, the following terms shall be defined as set forth below:<br><br>

          "Act" means Securities Exchange Act of 1934, as amended.</FONT></P>

<P     align=justify><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=1>Administrator&#148;  means the Board, or if the Board does not administer
the Plan, the Committee in accordance with Section 2.<br><br>

         "Board" means the Board of Directors of the Company.</FONT></P>

<P  align=justify><FONT  FACE="Times New Roman,  Times,  Serif" SIZE=1>means the
Internal  Revenue Code of 1986,  as amended from time to time,  or any successor
thereto.
</FONT></P>


<P     align=justify><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=1>&#147;Committee&#148;  means the Committee of the Board  designated  from
time to time by the Board to be the Administrator.

         "Commission" means Securities and Exchange Commission.<br><br>

         "Company" means HouseHold Direct.com, Inc., a Delaware corporation (or any successor corporation).<br><br>

          "Disability" means the inability of a Participant to perform substantially his duties and responsibilities to the Company
by reason of a physical or mental disability or infirmity (i) for a continuous period of six months, or (ii) at such earlier time as
the Participant submits medical evidence satisfactory to the Company that he has a physical or mental disability or infirmity which
will likely prevent him from returning to the performance of his work duties for six months or longer.  The date of such Disability
shall be on the last day of such six-month period or the day on which the Participant submits such satisfactory medical evidence, as
the case may be.<br><br>

         "Effective Date" shall mean the date provided pursuant to Section 9.</FONT></P>

<P     align=justify><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=1>&#147;Eligible  Employee&#148;  means an employee of the Company eligible
to participate in the Plan pursuant to Section 4. </FONT></P>

<P  align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=1>Fair Market
Value&#148;  means,  as of any given date,  with  respect to any awards  granted
hereunder,   at  the  discretion  of  the  Administrator  and  subject  to  such
limitations  as the  Administrator  may  impose,  (A) if the  Stock is  publicly
traded, the closing sale price of the Stock on such date as reported in the Wall
Street Journal,  or the average of the closing price of the Stock on each day on
which  the  Stock  was  traded  over  a  period-of  up to  twenty  trading  days
immediately  prior to such  date,  (B) the  fair  market  value of the  Stock as
determined in accordance  with a method  prescribed in the agreement  evidencing
any award  hereunder,  or (C) the fair  market  value of the Stock as  otherwise
determined by the  Administrator  in the good faith exercise of its  discretion.
</FONT></P>

<P     align=justify><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=1>&#147;Incentive  Stock Option&#148;  or  &#147;ISO&#148;  means any Stock
Option intended to be designated as an &#147;incentive stock option&#148; within
the meaning of Section 422 of the Code (and any successor  provision of the Code
having a similar intent). </FONT></P>

<P     align=justify><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=1>&#147;Non-Qualified  Stock  Option&#148;  or  &#147;NQSO&#148;  means any
Stock Option that is not an Incentive  Stock Option,  including any Stock Option
that  provides  (as of the time  such  option  is  granted)  that it will not be
treated as an Incentive Stock Option. </FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=1>&#147;Parent
Corporation&#148;  means any corporation (other than the Company) in an unbroken
chain of corporations  ending with the Company,  if each of the  corporations in
the chain  (other than the  Company)  owns stock  possessing  50% or more of the
combined  voting power of all classes of stock in one of the other  corporations
in the chain. </FONT></P>

<P     align=justify><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=1>&#147;Participant&#148;   means  any  Eligible  Employee,  consultant  or
advisor  to  the  Company  selected  by  the  Administrator,   pursuant  to  the
Administrator&#146;s  authority in Section 2 below,  to receive  grants of Stock
Options. <br><br>

         "Stock" means the Common Stock, $0.00l par value, of the Company.</FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=1>&#147;Stock
Option&#148;  means any option to purchase  shares of Stock granted  pursuant to
Section 5. </FONT></P>

<P       align=justify><FONT       FACE="Times      New      Roman,       Times,
Serif"SIZE=1>Subsidiary&#148;  means any corporation (other than the Company) in
an unbroken chain of  corporations  beginning  with the Company,  if each of the
corporations  (other than the last corporation) in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in the chain. </FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=1><u>Section 2.
Administration</u></FONT></p>

<P  align=justify><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>The Plan
shall be  administered by the Board or by the Committee which shall be appointed
by the Board and which shall serve at the pleasure of the Board. </FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>The
Administrator  shall  have the power and  authority  to grant  Stock  Options to
Eligible  Employees,  consultants  and advisors to the Company,  pursuant to the
terms of the Plan. <br><br>

         In particular, the Administrator shall have the authority:<br><br>

         (a)  to select those employees of the Company who shall be Eligible Employees;<br><br>

         (b)  to determine whether and to what extent Stock Options are to be granted hereunder to Eligible Employees, consultants
and advisors to the Company;<br><br>

         (c)  to determine the number of shares to be covered by each Stock Option granted hereunder;<br><br>

         (d)  to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Stock Option granted
hereunder; and<br><br>

         (e)  to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written
instruments evidencing the Stock Options.</FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>The
Administrator shall have the authority, in its discretion, to adopt, alter and
repeal such administrative rules, guidelines and practices governing the Plan as
it shall from time to time deem advisable; to interpret the terms and provisions
of the Plan and any award issued under the Plan (and any agreements relating
thereto); and to otherwise supervise the administration of the Plan. </FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1> All decisions made by the Administrator pursuant to the provisions of the Plan shall be final and binding on all persons,
including the Company and the Participants.</FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=1><u>Section 3.
Stock Subject to Plan</u>.</FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>The
total number of shares of Stock reserved and available for issuance under the
Plan (and the total number of shares that may be granted as ISO&#146;s) shall be
20,000,000 shares of Stock. Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares. </FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>To
the extent that a Stock Option expires or is otherwise  terminated without being
exercised,  such shares shall again be available for issuance in connection with
future  awards  under the Plan.  If any  shares of Stock  have been  pledged  as
collateral for  indebtedness  incurred by a Participant  in connection  with the
exercise  of a Stock  Option and such  shares  are  returned  to the  Company in
satisfaction  of such  indebtedness,  such shares shall again be  available  for
issuance in  connection  with future awards under the Plan. To the extent that a
Participant  is eligible to use,  and uses,  shares of Stock to exercise a Stock
Option, the number of Shares of Stock so used shall be available for issuance in
connection with future awards under the Plan. </FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>In
the event of any merger, reorganization, consolidation,  recapitalization, stock
dividend  or other  change  in  corporate  structure  affecting  the  Stock,  an
appropriate  substitution or adjustment shall be made in the aggregate number of
shares  reserved  for  issuance  under  the  Plan  as may be  determined  by the
Administrator,  in its sole discretion.  Any other  substitutions or adjustments
shall be made as may be determined by the Administrator, in its sole discretion.
In connection with any event described in this paragraph,  the Administrator may
provide,  in its discretion,  for the cancellation of any outstanding awards and
payment in cash or other property therefor. </FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=1><u>Section 4.
Eligibility</u>.</FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=1>Officers
(including officers who are directors of the Company),  directors,  employees of
the Company,  and advisors to the Company who are  responsible for or contribute
to the management,  growth and/or  profitability  of the business of the Company
shall be eligible to be granted Stock Options.  The Participants  under the Plan
shall  be  selected  from  time  to  time  by the  Administrator,  in  its  sole
discretion,  from among the Eligible Employees,  consultants and advisors to the
Company   recommended  by  the  senior  management  of  the  Company,   and  the
Administrator  shall  determine,  in its sole  discretion,  the number of shares
covered by each award. </FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=1><u>Section 5.
Stock Options</u>.</FONT></P>

<P  align=justify><FONT  FACE="Times New Roman,  Times,  Serif" SIZE=1>Any Stock
Option  granted  under the Plan shall be in such form as the  Administrator  may
from time to time approve, and the provisions of Stock Option awards need not be
the same with respect to each optionee.  Recipients of Stock Options shall enter
into a subscription and/or award agreement with the Company, in such form as the
Administrator  shall  determine  which  agreement  shall set forth,  among other
things,  the exercise price of the option, the term of the option and provisions
regarding exercisability of the option granted thereunder.
</FONT></P>

<P  align=justify><FONT  FACE="Times New Roman,  Times,  Serif" SIZE=1>The Stock Options granted under the Plan may be of two types:<br><br>

(i) Incentive Stock Options and <br>

(ii) Non-Qualified Stock Options.</FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>The
Administrator  shall have the authority to grant any Eligible Employee Incentive
Stock  Options,  Non-Qualified  Stock  Options,  or both types of Stock Options.
Consultants and advisors may only be granted Non-Qualified Stock Options. To the
extent that any Stock Option does not qualify as an Incentive  Stock Option,  it
shall constitute a separate Non-Qualified Stock Option. More than one option may
be granted to the same optionee and be outstanding concurrently hereunder.
</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=1>Stock Options
granted  under the Plan shall be subject to the following  terms and  conditions
and shall contain such additional terms and conditions,  not  inconsistent  with
the terms of the Plan, as the Administrator shall deem desirable: </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=1>(1) <U>Option
Price</U>.  The option price per share of Stock purchasable under a Stock Option
shall be determined by the  Administrator  in its sole discretion at the time of
grant but shall not, (i) in the case of  Non-Qualified  Stock  Options,  be less
than 75% of the Fair  Market  Value of the Stock on such  date,  and (ii) in any
event, be less than the par value of the Stock. If an employee owns or is deemed
to own (by reason of the attribution  rules  applicable  under Section 425(d) of
the Code) more than 10% of the combined  voting power of all classes of stock of
the Company or any Parent  Corporation  and an Incentive Stock Option is granted
to such employee, the option price of such Incentive Stock Option (to the extent
required  by the Code at the time of  grant)  shall be no less  than 110% of the
Fair  Market  Value of the  Stock on the date  such  Incentive  Stock  Option is
granted. </FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=1>(2)<U>Option
Term</U>. The term of each Stock Option shall be fixed by the Administrator, but
no Stock  Option  shall be  exercisable  more than ten years after the date such
Stock Option is granted; provided, however that if an employee owns or is deemed
to own (by reason of the  attribution  rules of Section 425(d) of the Code) more
than 10% of the combined  voting power of all classes of stock of the Company or
any  Parent  Corporation  and an  Incentive  Stock  Option  is  granted  to such
employee, the term of such Incentive Stock Option (to the extent required by the
Code at the time of grant)  shall be no more than  five  years  from the date of
grant. </FONT></P>

<P     align=justify><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=1>(3)<U>Exercisability</U>. Stock Options shall be exercisable at such time
or times and subject to such terms and  conditions as shall be determined by the
Administrator  at  or  after  grant.  The  Administrator  may  provide,  in  its
discretion, that any Stock Option shall be exercisable only in installments, and
the Administrator may waive such installment  exercise provisions at any time in
whole or in part based on such factors as the  Administrator  may determine,  in
its sole discretion.</FONT></P>

<P     align=justify><FONT     FACE="Times    New    Roman,     Times,    Serif"
SIZE=1>(4)<U>Method  of  Exercise</U>.  Subject to  Section  5(3)  above,  Stock
Options  may be  exercised  in whole or in part at any time  during  the  option
period,  by giving  written  notice of exercise to the  Company  specifying  the
number of shares to be purchased, accompanied by payment in full of the purchase
price in cash or in such  other  form of  consideration  as is set  forth in the
related Stock Option agreement as determined by the Administrator. As determined
by the  Administrator,  in its sole discretion,  payment in whole or in part may
also be made in the form of  unrestricted  Stock  already owned by the optionee;
provided,  however, that the right to make payment in the form of already own ed
shares may be authorized  only at the time of grant. An optionee shall generally
have the rights to dividends and any other rights of a stockholder  with respect
to the Stock  subject to the option only after the  optionee  has given  written
notice of exercise,  has paid in full for such shares,  and, if  requested,  has
given the representation described in paragraph (1) of Section 10. </FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>The
Administrator  may require the  voluntary  surrender  of all or a portion of any
Stock Option  granted under the Plan as a condition  precedent to the grant of a
new Stock Option.  Subject to the provisions of the Plan,  such new Stock Option
shall be  exercisable  at the price,  during such period and on such other terms
and conditions as are specified by the  Administrator  at the time the new Stock
Option is granted. Upon their surrender, Stock Options shall be canceled and the
shares  previously  subject  to such  canceled  Stock  Options  shall  again  be
available for grants of Stock Options and other awards hereunder. </FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>(5)
<U>Loans</U>. The Company may make loans available to Stock Option holders in
connection  with the exercise of outstanding  options granted under the Plan, as
the Administrator, in its discretion, may determine; provided, however, that the
right to make payment in the form of loans may be authorized only at the time of
grant and the terms of such loans shall be specified in the related Stock Option
agreement. Such loans shall (i) be evidenced by promissory notes entered into by
the Stock Option  holders in favor of the Company,  (ii) be subject to the terms
and  conditions  set  forth  in this  Section  5(5)  and such  other  terms  and
conditions,   not  inconsistent  with  the  Plan,  as  the  Administrator  shall
determine,  (iii) bear interest, if any, at such rate as the Administrator shall
determine,  and  (iv) be  subject  to  Board  approval  (or to  approval  by the
Administrator to the extent the Board may delegate such authority).  In no event
may the  principal  amount of any such loan  exceed the sum of (x) the  exercise
price less  the-par  value of the  shares of Stock  covered  by the  option,  or
portion thereof,  exercised by the holder, and (y) any federal, state, and local
income tax  attributable  to such  exercise.  The initial term of the loan,  the
schedule of payments of  principal  and  interest  (if any) under the loan,  the
extent to which the loan is to be with or without  recourse  against  the holder
with respect to principal  or interest  and the  conditions  upon which the loan
will become payable in the event of the holder&#146;s  termination of employment
shall be determined by the  Administrator.  Unless the Administrator  determines
otherwise,  when a loan is made,  shares of Stock  having a Fair Market Value at
least equal to the  principal  amount of the loan shall be pledged by the holder
to the Company as security  for payment of the unpaid  balance of the loan,  and
such pledge shall be evidenced by a pledge  agreement,  the terms of which shall
be determined by the Administrator,  in its discretion;  provided, however, that
each loan shall comply with all applicable  laws,  regulations  and rules of the
Board of  Governors  of the Federal  Reserve  System and any other  governmental
agency having jurisdiction. </FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>(6)
<U>Non-Transferability  of  Options</U>.  Unless  otherwise  determined  by  the
Administrator,  no Stock Option shall be transferable  by the optionee,  and all
Stock Options shall be exercisable,  during the optionee&#146;s lifetime only by
the optionee. </FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>(7)
<U>Termination of Employment or Service</U>. If an optionee&#146; s employment
with or service  as a  director  of or  consultant  or  advisor  to the  Company
terminates by reason of death,  Disability  or for any other  reason,  the Stock
Option may  thereafter  be  exercised to the extent  provided in the  applicable
subscription   or  award   agreement,   or  as  otherwise   determined   by  the
Administrator. </FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>(8)
<U>Annual Limit on Incentive Stock Options</U>. To the extent that the aggregate
Fair Market  Value  (determined  as of the date the  Incentive  Stock  Option is
granted)  of shares of Stock  with  respect  to which  Incentive  Stock  Options
granted to an Optionee under this Plan and all other option plans of the Company
or its Parent  Corporation become exercisable for the first time by the Optionee
during any calendar year exceeds  $100,000,  such Stock Options shall be treated
as Non-Qualified Stock Options. </FONT></P>


<P align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=1><u>Section 6.
Stock Options</U>.</FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>The
Board may amend, alter or discontinue the Plan, but no amendment, alteration, or
discontinuation  shall be made that would  impair  the  rights of a  Participant
under any award  theretofore  granted without such  Participant&#146;s  consent.
</FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>The
Administrator   may  amend  the   terms  of  any  award   theretofore   granted,
prospectively  or  retroactively,  but,  subject  to  Section  3 above,  no such
amendment  shall  impair the rights of any holder  without  his or her  consent.
</FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=1><u>Section 7.
Stock Options</U>.</FONT></P>

<P  align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=1>The Plan is
intended to constitute an &#147;unfunded&#148;  plan for incentive compensation.
With  respect to any  payments  not yet made to a  Participant  by the  Company,
nothing  contained  herein shall give any such  Participant  any rights that are
greater than those of a general creditor of the Company. </FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=1><u>Section 8.
Stock Options</U>.</FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>(1)
The  Administrator may require each person purchasing shares pursuant to a Stock
Option to represent to and agree with the Company in writing that such person is
acquiring the shares without a view to distribution  thereof.  The  certificates
for such shares may include any legend which the Administrator deems appropriate
to reflect any restrictions on transfer. </FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>All
certificates  for shares of Stock  delivered  under the Plan shall be subject to
such stock-transfer  orders and other restrictions as the Administrator may deem
advisable  under  the  rules,   regulations,   and  other  requirements  of  the
Commission,  any stock  exchange  upon which the Stock is then  listed,  and any
applicable  federal or state securities law, and the  Administrator  may cause a
legend or  legends  to be placed on any such  certificates  to make  appropriate
reference to such restrictions. </FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>(2)
Nothing  contained in the Plan shall  prevent the Board from  adopting  other or
additional  compensation  arrangements,  subject to stockholder approval if such
approval is required;  and such arrangements may be either generally  applicable
or applicable only in specific cases.  The adoption of the Plan shall not confer
upon any employee,  director,  consultant or advisor of the Company any right to
continued  employment or service with the Company, as the case may be, nor shall
it  interfere  in any way  with  the  right  of the  Company  to  terminate  the
employment  or  service  of any  of its  employees,  directors,  consultants  or
advisors at any time. </FONT></P>

<P  align=justify><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>(3) Each
Participant  shall,  no later  than the date as of which  the  value of an award
first  becomes  includible  in the gross income of the  Participant  for federal
income tax purposes,  pay to the Company,  or make arrangements  satisfactory to
the Administrator  regarding  payment of, any federa1,  state, or local taxes of
any  kind  required  by law to be  withheld  with  respect  to  the  award.  The
obligations  of the Company under the Plan shall be conditional on the making of
such payments or arrangements, and the Company shall, to the extent permitted by
law,  have the right to  deduct  any such  taxes  from any  payment  of any kind
otherwise due to the Participant. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=1>(4) No member
of the Board or the  Administrator,  nor any  officer or employee of the Company
acting on behalf of the Board or the  Administrator,  shall be personally liable
for any action,  determination,  or  interpretation  taken or made in good faith
with respect to the Plan, and all members of the Board or the  Administrator and
each and any officer or employee of the Company acting on their behalf shall, to
the extent  permitted by law, be fully  indemnified and protected by the Company
in respect of any such action, determination or interpretation. </FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=1><u>Section 9.
Stock Options</U>.</FONT></P>

<P   align=justify><FONT   FACE="Times  New  Roman,   Times,  Serif"  SIZE=1>The
Plan  became  effective  (the  &#147;Effective  Date&#148;)  on August 1,  2001;
provided that, the Plan shall become  effective with respect to Incentive  Stock
Options on the date the Company&#146;s  stockholders  formally approve the Plan.
</FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif"  SIZE=1><u>Section 10.
Stock Options</U>.</FONT></P>

<P  align=justify><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>No Stock
Option shall be granted  pursuant to the Plan on or after the tenth  anniversary
of the Effective  Date,  but awards  theretofore  granted may extend beyond that
date.</FONT></P>

<PAGE>


<P  align=left><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>Exhibit 5.1<br>
Exhibit 23.2</FONT></P>

<P  align=center><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>Opinion of W. Andrew Stack, Esq.</FONT></P>

<P  align=left><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>August 30, 2001</FONT></P>

<P  align=left><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>HouseHold Direct.com, Inc.<br>
#3 Glen Road<br>
Sandy Hook, CT 06482</FONT></P>

<P  align=left><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>RE:      Registration Statement on Form S-8</FONT></P>

<P  align=left><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>Ladies and Gentlemen:</FONT></P>

<P  align=justify><FONT  FACE="Times  New Roman,  Times,  Serif"  SIZE=1>I  have
examined  the  Registration  Statement  on Form  S-8 to be filed by you with the
Securities and Exchange Commission in connection with the registration under the
Securities  Act of 1933,  as  amended,  of  shares  of your  Common  Stock  (the
&#147;Shares&#148;)  issued or issuable  upon the  exercise  of options  granted
under the  HouseHold  Direct.com  2001 Stock Option Plan (the  &#147;Plan&#148;)
referred to therein. As your counsel in connection with this transaction, I have
examined the  proceedings  taken and  proposed to be taken by you in  connection
with the issuance of the Shares. </FONT></P>

<P  align=justify><FONT  FACE="Times  New Roman,  Times,  Serif"  SIZE=1>It is my opinion that the Shares, when issued and paid for in accordance with the terms of the Plan, will be legally and
validly issued, fully paid, and nonassessable.</FONT></P>

<P  align=justify><FONT  FACE="Times  New Roman,  Times,  Serif"  SIZE=1>I further consent to the use of this opinion as an exhibit to the Registration Statement, including the prospectus
constituting a part thereof, and any amendment thereto.</FONT></P>

<P  align=right><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>Very truly yours,<br>
<u>/s/ W. Andrew Stack</u><br>
W. Andrew Stack, Esq.<br>
OBA #18606</FONT></P>



<PAGE>
<P  align=left><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>Exhibit 23.1</FONT></P>

<P  align=center><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>CONSENT OF INDEPENDENT AUDITORS</FONT></P>

<P><FONT   FACE="Times  New  Roman,  Times,   Serif"SIZE=1>We   consent  to  the
incorporation  by  reference in this  Registration  Statement on Form S-8 of our
report  dated  March 30,  2001,  on our  audit of the  financial  statements  of
HouseHold Direct.com,  Inc. as of December 31, 2000, which report is included in
the Annual Report on Form 10-KSB for the year ended December 31, 2000.
</FONT></P>

<P  align=left><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>SIGNED<br><br>
<u>/s/ Bloom and Company</u><br>
March 31, 2001</FONT></P>

<PAGE>


<P  align=right><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>September 5, 2001</FONT></P>



<P  align=left><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>VIA EDGAR</FONT></P>

<P  align=left><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>Securities and Exchange Commission
450 5th Street N.W.<br>
Washington, D.C. 20549</FONT></P>

<P  align=left><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>Re:      HouseHold Direct.com, Inc. Registration Statement on Form S-8</FONT></P>

<P  align=left><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=1>Ladies and Gentlemen:</FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=1>On behalf of
HouseHold Direct.com,  Inc. (the  &#147;Registrant&#148;),  I hereby attach (via
EDGAR)  for  filing  under  the   Securities   Act  of  1933,  as  amended  (the
&#147;Act&#148;),  the above-described Registration Statement. The filing fee in
the amount of $100.00 has been paid. </FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=1>The Registrant understands that, pursuant to Rule 456 under the Act, the Registration Statement will become effective
automatically upon filing.</FONT></P>

<P align=justify><FONT  FACE="Times New Roman, Times, Serif" SIZE=1>Should
you have any questions with regard to the above, please call the undersigned at
(203) 426-2312. </FONT></P>

<P align=right><FONT  FACE="Times New Roman, Times, Serif" SIZE=1>Sincerely,<br>

<u>/s/ John D. Folger</u><br>
John D. Folger<br>
President</FONT></P>

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{"company-data": {"conformed-name": "HOUSEHOLD DIRECT COM INC", "cik": "0001043884", "assigned-sic": "9995", "irs-number": "510388634", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68980", "film-number": "1731493"}, "business-address": {"street1": "900 MAIN STREET SOUTH", "city": "SOUTHBURY", "state": "CT", "zip": "06488", "phone": "2032671400"}, "mail-address": {"street1": "900 MAIN STREET SOUTH", "city": "SOUTHBURY", "state": "CT", "zip": "06488"}, "former-company": {"former-conformed-name": "CROSS CHECK CORP", "date-changed": "19991103"}}
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
HOUSEHOLD DIRECT.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware      
             
             
             
          
             
             
No.51-0388634
(State or other jurisdiction
organization)           
        
               (IRS—
Employer Identification No.)
#3 Glen Road
Sandy Hook, CT 06482
(Address and Zip Code of principal executive offices)
HouseHold Direct.com, Inc. 2001 Stock Option Plan
(Full title of plan)
John D. Folger
#3 Glen Road
Sandy Hook, CT 06482
(203) 426-2312
(Name, address and telephone number, including area code, of agent for service)
Copies of all
communications,  including  all  communications  sent to the agent for  service,
should be sent to:
W. Andrew Stack, Esq.
1601 W. Montpelier Street
Broken Arrow, Oklahoma 74012
918-633-2830
CALCULATION OF REGISTRATION FEE

-------------------- ------------- ----------------- ----------------- ---------
                     Amount to be  Proposed Maximum   Proposed Maximum Amount of
Title of Securities  Registered    Offering Price     Per Aggregate    Regist.
  to be Registered                      Share*        Offering Price*  Fee*
-------------------- ------------- ----------------- ----------------- ---------
-------------------- ------------- ----------------- ----------------- ---------
Common Stock ($0.001  20,000,000        $0.025            $500,000      $100.00
par value)            Shares**
-------------------- ------------- ----------------- ----------------- ---------
*  Estimated pursuant to rule 457(c)
** Includes
awards that may be granted  pursuant to the foregoing plans and an indeterminate
number of shares  of Common  Stock  that may  become  issuable  pursuant  to the
antidilution provisions of such plan.
PART I
INFORMATION REQUIRED IN SECTION 10(a) OF PROSPECTUS
ITEM 1. PLAN
INFORMATION
The
documents containing the information required by Part I of Form S-8 will be sent
or given to employees as specified by Rule  428(b)(1) of the  Securities  Act of
1933,  as amended  (the  "Securities  Act").  Such  documents  are not
required  to be and are not  filed  with the  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.
ITEM  2.
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Upon written
or oral  request,  any of the documents  incorporated  by reference in Item 3 of
Part II of this Registration  Statement,  any of the other documents required to
be delivered to Plan  participants  pursuant to Rule 428(b),  and any additional
information about the Plan and its  administrators  are available without charge
by contacting:
HouseHold
Direct.com,   Inc.
#3  Glen  Road
Sandy  Hook,  CT  06482
(203)
426.2312
John G. Folger, President
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents  previously filed with the Commission by the Company for
purposes of the information  reporting  requirements of the Securities  Exchange
Act of 1934, as amended (the  "Exchange  Act") are incorporated herein
by reference:
1. The  Company's  Annual Report on Form 10-KSB for the year ended December
31, 2000;
2. The Company's Quarterly Report on Form 10-QSB for the three months
ended March 31, 2001;
3. The Company's Quarterly Report on Form 10-QSB for the three months ended
June 30, 2001;
4. The  Company's  Report on Form 8-K filed with the Commission on or about
July 26
th
, 2001;
5. The  Company's  Registration  Statement  on Form  SB-2/A  filed with the
Commission on or about July 26
th
, 2001;
All documents
filed by the  Company  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the
Exchange Act subsequent to the date of this Registration  Statement and prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated  herein by reference will be
deemed to be modified or  superseded  for  purposes  hereof to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  herein  by  reference  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be  deemed,  except as so  modified  or  superseded,  to  constitute  a part
thereof.
ITEM  4.
DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM  6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The
Certificate  of  Incorporation  of the  Company  provides  that  all  directors,
officers,  employees  and  agents  of  the  Company  shall  be  entitled  to  be
indemnified  by  the  Company  to the  fullest  extent  permitted  by  law.  The
Certificate of Incorporation also provides as follows:
The corporation shall, to the fullest extent permitted by the Act, as the
same  may be  amended  and  supplemented,  indemnify  all  directors,  officers,
employees,  and agents of the corporation  whom it shall have power to indemnify
thereunder from and against any and all of the expenses,  liabilities,  or other
matters referred to therein or covered thereby.
Such right to
indemnification or advancement of expenses shall continue as to a person who has
ceased to be a director,  officer,  employee,  or agent of the corporation,  and
shall inure to the benefit of the heirs, executives,  and administrators of such
persons.  The  indemnification  and advancement of expenses  provided for herein
shall  not be  deemed  exclusive  of any other  rights  to which  those  seeking
indemnification or advancement may be entitled under any bylaw, agreement,  vote
of  stockholders  or of  disinterested  directors or otherwise.  The corporation
shall  have the  right to  purchase  and  maintain  insurance  on  behalf of its
directors, officers, and employees or agents to the full extent permitted by the
Act, as the same may be amended or supplemented.
Insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to directors, officers, or persons controlling the Company pursuant to
the foregoing  provisions,  the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities  Act and is  therefore  unenforceable.  In the event that a claim for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director officer or controlling  person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. CONSULTANTS AND ADVISORS
Not applicable.
ITEM 9.  EXHIBITS
Exhibit No.                           Title
        -----------                           -----
            4.1               2001 Stock Option Plan
            5.1               Opinion of W. Andrew Stack, Esq.
            23.1              Consent of Bloom and Company
            23.2              Consent of W. Andrew Stack, Esq.
            24.1              Power of Attorney (included on page 7)
ITEM 10. UNDERTAKINGS
(a)  The undersigned Registrant hereby undertakes:
(1) To
file,   during  any  period  in  which   offers  or  sales  are  being  made,  a
post-effective amendment to this Registration Statement to;
(i)  include any prospectus  required by Section  10(a)(3) of the Securities Act
     of 1933;
(ii) reflect in the  prospectus  any facts or events arising after the effective
     date of the  registration  statement  (or the  most  recent  post-effective
     amendment  thereof) which,  individually  or in the aggregate,  represent a
     fundamental  change  in the  information  set  forth  in  the  registration
     statement.  Notwithstanding  the  foregoing,  any  increase  or decrease in
     volume of  securities  offered  (if the total  dollar  value of  securities
     offered would not exceed t hat which was registered) and any deviation from
     the  low or  high  end of  the  estimated  maximum  offering  range  may be
     reflected in the form of prospectus  filed with the Commission  pursuant to
     Rule 424(b) if, in the aggregate, the changes in volume and price represent
     no more than a 20 percent  change in the maximum  aggregate  offering price
     set forth in the  "Calculation of Registration  Fee" table in the effective
     registration statement; and
(iii)include any additional or changed material  information with respect to the
     plan of distribution not previously disclosed in the registration statement
     or any material change to such information in the  registration  statement;
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed with or furnished
     to the Commission by the Registrant  pursuant to Section 13 or 15(d) or the
     Securities  Exchange Act of 1934 that are  incorporated by reference in the
     registration statement.
(2) That, for
the purpose of determining  any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered the rein, and the offering of such securities
at that time  shall be  deemed to be the  initial  bona fide  offering  thereof.
(3) To remove
from  registration by means of a post-effective  amendment any of the securities
being  registered  which  remain  unsold  at the  termination  of the  offering.
(b) The
undersigned  Registrant  hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of t he Securities Exchange Act
of 1934 (and, where applicable,  each filing of an employee benefit  plan's
annual report pursuant to Section 15(d) of the Securities Ex change Act of 1934)
that is incorporated by reference in the registration  statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar
as indemnification  for liabilities arising under the Securities Act of 1933 may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceab1e. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any act ion,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant  to
the requirements of the Securities Act of 1933, the Registrant certifies that it
has  reasonable  grounds to believe  that it meets all of the  requirements  for
filing on Form S-8 and has duly caused this Registration Statement, to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Sandy Hook, State of Connecticut on the 5th day of September, 2001.
HOUSEHOLD DIRECT.COM, INC.
/s/ John D. Folger
John D. Folger
President
Exhibit 24.1
POWER OF ATTORNEY
Know all men by these presents,  that each person whose signature appears
below  constitutes  and  appoints  John D. Folger,  singly,  his or her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities  (including  his or her capacity as a director or officer of
HouseHold   Direct.com,   Inc.)  to  sign  any  and  all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents or any of them, or their or his or her  substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to
the requirements of the Securities Act of 1933, this Registration  Statement has
been  signed  by the  following  persons  in  the  capacities  and on the  dates
indicated.
/s/ John D. Folger                          September 4, 2001
------------------                          -----------------
John D. Folger                              Date
Chief Executive Officer, President

/s/ Ann Jameson                             September 4, 2001
---------------                             -----------------
Ann Jameson                                 Date
Vice President, Secretary
Accounting Officer and Director
Exhibit 4.1
HOUSEHOLD
DIRECT.COM, INC.
2001 STOCK
OPTION PLAN
Section 1.
General Purpose of Plan; Definitions
.
The name of
this plan is the HouseHold  Direct.com,  Inc. 2001 or Incentive  Stock Plan (the
"Plan").  The Plan was  adopted  by the Board on August 1,  2001.  The
purpose of the Plan is to enable  the  company  to  attract  and  retain  highly
qualified  personnel who will contribute to the Company's  success by their
ability,  ingenuity and industry and to provide  incentives to the participating
officers,  employees,  directors,  and  advisors  that are  linked  directly  to
increases in stockholder  value and will  therefore  inure to the benefit of all
stockholders of the Company.
For purposes
of the Plan, the following terms shall be defined as set forth below:
"Act" means Securities Exchange Act of 1934, as amended.
Administrator"  means the Board, or if the Board does not administer
the Plan, the Committee in accordance with Section 2.
"Board" means the Board of Directors of the Company.
means the
Internal  Revenue Code of 1986,  as amended from time to time,  or any successor
thereto.
"Committee"  means the Committee of the Board  designated  from
time to time by the Board to be the Administrator.

         "Commission" means Securities and Exchange Commission.
"Company" means HouseHold Direct.com, Inc., a Delaware corporation (or any successor corporation).
"Disability" means the inability of a Participant to perform substantially his duties and responsibilities to the Company
by reason of a physical or mental disability or infirmity (i) for a continuous period of six months, or (ii) at such earlier time as
the Participant submits medical evidence satisfactory to the Company that he has a physical or mental disability or infirmity which
will likely prevent him from returning to the performance of his work duties for six months or longer.  The date of such Disability
shall be on the last day of such six-month period or the day on which the Participant submits such satisfactory medical evidence, as
the case may be.
"Effective Date" shall mean the date provided pursuant to Section 9.
"Eligible  Employee"  means an employee of the Company eligible
to participate in the Plan pursuant to Section 4.
Fair Market
Value"  means,  as of any given date,  with  respect to any awards  granted
hereunder,   at  the  discretion  of  the  Administrator  and  subject  to  such
limitations  as the  Administrator  may  impose,  (A) if the  Stock is  publicly
traded, the closing sale price of the Stock on such date as reported in the Wall
Street Journal,  or the average of the closing price of the Stock on each day on
which  the  Stock  was  traded  over  a  period-of  up to  twenty  trading  days
immediately  prior to such  date,  (B) the  fair  market  value of the  Stock as
determined in accordance  with a method  prescribed in the agreement  evidencing
any award  hereunder,  or (C) the fair  market  value of the Stock as  otherwise
determined by the  Administrator  in the good faith exercise of its  discretion.
"Incentive  Stock Option"  or  "ISO"  means any Stock
Option intended to be designated as an "incentive stock option" within
the meaning of Section 422 of the Code (and any successor  provision of the Code
having a similar intent).
"Non-Qualified  Stock  Option"  or  "NQSO"  means any
Stock Option that is not an Incentive  Stock Option,  including any Stock Option
that  provides  (as of the time  such  option  is  granted)  that it will not be
treated as an Incentive Stock Option.
"Parent
Corporation"  means any corporation (other than the Company) in an unbroken
chain of corporations  ending with the Company,  if each of the  corporations in
the chain  (other than the  Company)  owns stock  possessing  50% or more of the
combined  voting power of all classes of stock in one of the other  corporations
in the chain.
"Participant"   means  any  Eligible  Employee,  consultant  or
advisor  to  the  Company  selected  by  the  Administrator,   pursuant  to  the
Administrator's  authority in Section 2 below,  to receive  grants of Stock
Options.
"Stock" means the Common Stock, $0.00l par value, of the Company.
"Stock
Option"  means any option to purchase  shares of Stock granted  pursuant to
Section 5.
Subsidiary"  means any corporation (other than the Company) in
an unbroken chain of  corporations  beginning  with the Company,  if each of the
corporations  (other than the last corporation) in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in the chain.
Section 2.
Administration
The Plan
shall be  administered by the Board or by the Committee which shall be appointed
by the Board and which shall serve at the pleasure of the Board.
The
Administrator  shall  have the power and  authority  to grant  Stock  Options to
Eligible  Employees,  consultants  and advisors to the Company,  pursuant to the
terms of the Plan.
In particular, the Administrator shall have the authority:
(a)  to select those employees of the Company who shall be Eligible Employees;
(b)  to determine whether and to what extent Stock Options are to be granted hereunder to Eligible Employees, consultants
and advisors to the Company;
(c)  to determine the number of shares to be covered by each Stock Option granted hereunder;
(d)  to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Stock Option granted
hereunder; and
(e)  to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written
instruments evidencing the Stock Options.
The
Administrator shall have the authority, in its discretion, to adopt, alter and
repeal such administrative rules, guidelines and practices governing the Plan as
it shall from time to time deem advisable; to interpret the terms and provisions
of the Plan and any award issued under the Plan (and any agreements relating
thereto); and to otherwise supervise the administration of the Plan.
All decisions made by the Administrator pursuant to the provisions of the Plan shall be final and binding on all persons,
including the Company and the Participants.
Section 3.
Stock Subject to Plan
.
The
total number of shares of Stock reserved and available for issuance under the
Plan (and the total number of shares that may be granted as ISO's) shall be
20,000,000 shares of Stock. Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares.
To
the extent that a Stock Option expires or is otherwise  terminated without being
exercised,  such shares shall again be available for issuance in connection with
future  awards  under the Plan.  If any  shares of Stock  have been  pledged  as
collateral for  indebtedness  incurred by a Participant  in connection  with the
exercise  of a Stock  Option and such  shares  are  returned  to the  Company in
satisfaction  of such  indebtedness,  such shares shall again be  available  for
issuance in  connection  with future awards under the Plan. To the extent that a
Participant  is eligible to use,  and uses,  shares of Stock to exercise a Stock
Option, the number of Shares of Stock so used shall be available for issuance in
connection with future awards under the Plan.
In
the event of any merger, reorganization, consolidation,  recapitalization, stock
dividend  or other  change  in  corporate  structure  affecting  the  Stock,  an
appropriate  substitution or adjustment shall be made in the aggregate number of
shares  reserved  for  issuance  under  the  Plan  as may be  determined  by the
Administrator,  in its sole discretion.  Any other  substitutions or adjustments
shall be made as may be determined by the Administrator, in its sole discretion.
In connection with any event described in this paragraph,  the Administrator may
provide,  in its discretion,  for the cancellation of any outstanding awards and
payment in cash or other property therefor.
Section 4.
Eligibility
.
Officers
(including officers who are directors of the Company),  directors,  employees of
the Company,  and advisors to the Company who are  responsible for or contribute
to the management,  growth and/or  profitability  of the business of the Company
shall be eligible to be granted Stock Options.  The Participants  under the Plan
shall  be  selected  from  time  to  time  by the  Administrator,  in  its  sole
discretion,  from among the Eligible Employees,  consultants and advisors to the
Company   recommended  by  the  senior  management  of  the  Company,   and  the
Administrator  shall  determine,  in its sole  discretion,  the number of shares
covered by each award.
Section 5.
Stock Options
.
Any Stock
Option  granted  under the Plan shall be in such form as the  Administrator  may
from time to time approve, and the provisions of Stock Option awards need not be
the same with respect to each optionee.  Recipients of Stock Options shall enter
into a subscription and/or award agreement with the Company, in such form as the
Administrator  shall  determine  which  agreement  shall set forth,  among other
things,  the exercise price of the option, the term of the option and provisions
regarding exercisability of the option granted thereunder.
The Stock Options granted under the Plan may be of two types:
(i) Incentive Stock Options and
(ii) Non-Qualified Stock Options.
The
Administrator  shall have the authority to grant any Eligible Employee Incentive
Stock  Options,  Non-Qualified  Stock  Options,  or both types of Stock Options.
Consultants and advisors may only be granted Non-Qualified Stock Options. To the
extent that any Stock Option does not qualify as an Incentive  Stock Option,  it
shall constitute a separate Non-Qualified Stock Option. More than one option may
be granted to the same optionee and be outstanding concurrently hereunder.
Stock Options
granted  under the Plan shall be subject to the following  terms and  conditions
and shall contain such additional terms and conditions,  not  inconsistent  with
the terms of the Plan, as the Administrator shall deem desirable:
(1)
Option
Price
.  The option price per share of Stock purchasable under a Stock Option
shall be determined by the  Administrator  in its sole discretion at the time of
grant but shall not, (i) in the case of  Non-Qualified  Stock  Options,  be less
than 75% of the Fair  Market  Value of the Stock on such  date,  and (ii) in any
event, be less than the par value of the Stock. If an employee owns or is deemed
to own (by reason of the attribution  rules  applicable  under Section 425(d) of
the Code) more than 10% of the combined  voting power of all classes of stock of
the Company or any Parent  Corporation  and an Incentive Stock Option is granted
to such employee, the option price of such Incentive Stock Option (to the extent
required  by the Code at the time of  grant)  shall be no less  than 110% of the
Fair  Market  Value of the  Stock on the date  such  Incentive  Stock  Option is
granted.
(2)
Option
Term
. The term of each Stock Option shall be fixed by the Administrator, but
no Stock  Option  shall be  exercisable  more than ten years after the date such
Stock Option is granted; provided, however that if an employee owns or is deemed
to own (by reason of the  attribution  rules of Section 425(d) of the Code) more
than 10% of the combined  voting power of all classes of stock of the Company or
any  Parent  Corporation  and an  Incentive  Stock  Option  is  granted  to such
employee, the term of such Incentive Stock Option (to the extent required by the
Code at the time of grant)  shall be no more than  five  years  from the date of
grant.
(3)
Exercisability
. Stock Options shall be exercisable at such time
or times and subject to such terms and  conditions as shall be determined by the
Administrator  at  or  after  grant.  The  Administrator  may  provide,  in  its
discretion, that any Stock Option shall be exercisable only in installments, and
the Administrator may waive such installment  exercise provisions at any time in
whole or in part based on such factors as the  Administrator  may determine,  in
its sole discretion.
(4)
Method  of  Exercise
.  Subject to  Section  5(3)  above,  Stock
Options  may be  exercised  in whole or in part at any time  during  the  option
period,  by giving  written  notice of exercise to the  Company  specifying  the
number of shares to be purchased, accompanied by payment in full of the purchase
price in cash or in such  other  form of  consideration  as is set  forth in the
related Stock Option agreement as determined by the Administrator. As determined
by the  Administrator,  in its sole discretion,  payment in whole or in part may
also be made in the form of  unrestricted  Stock  already owned by the optionee;
provided,  however, that the right to make payment in the form of already own ed
shares may be authorized  only at the time of grant. An optionee shall generally
have the rights to dividends and any other rights of a stockholder  with respect
to the Stock  subject to the option only after the  optionee  has given  written
notice of exercise,  has paid in full for such shares,  and, if  requested,  has
given the representation described in paragraph (1) of Section 10.
The
Administrator  may require the  voluntary  surrender  of all or a portion of any
Stock Option  granted under the Plan as a condition  precedent to the grant of a
new Stock Option.  Subject to the provisions of the Plan,  such new Stock Option
shall be  exercisable  at the price,  during such period and on such other terms
and conditions as are specified by the  Administrator  at the time the new Stock
Option is granted. Upon their surrender, Stock Options shall be canceled and the
shares  previously  subject  to such  canceled  Stock  Options  shall  again  be
available for grants of Stock Options and other awards hereunder.
(5)
Loans
. The Company may make loans available to Stock Option holders in
connection  with the exercise of outstanding  options granted under the Plan, as
the Administrator, in its discretion, may determine; provided, however, that the
right to make payment in the form of loans may be authorized only at the time of
grant and the terms of such loans shall be specified in the related Stock Option
agreement. Such loans shall (i) be evidenced by promissory notes entered into by
the Stock Option  holders in favor of the Company,  (ii) be subject to the terms
and  conditions  set  forth  in this  Section  5(5)  and such  other  terms  and
conditions,   not  inconsistent  with  the  Plan,  as  the  Administrator  shall
determine,  (iii) bear interest, if any, at such rate as the Administrator shall
determine,  and  (iv) be  subject  to  Board  approval  (or to  approval  by the
Administrator to the extent the Board may delegate such authority).  In no event
may the  principal  amount of any such loan  exceed the sum of (x) the  exercise
price less  the-par  value of the  shares of Stock  covered  by the  option,  or
portion thereof,  exercised by the holder, and (y) any federal, state, and local
income tax  attributable  to such  exercise.  The initial term of the loan,  the
schedule of payments of  principal  and  interest  (if any) under the loan,  the
extent to which the loan is to be with or without  recourse  against  the holder
with respect to principal  or interest  and the  conditions  upon which the loan
will become payable in the event of the holder's  termination of employment
shall be determined by the  Administrator.  Unless the Administrator  determines
otherwise,  when a loan is made,  shares of Stock  having a Fair Market Value at
least equal to the  principal  amount of the loan shall be pledged by the holder
to the Company as security  for payment of the unpaid  balance of the loan,  and
such pledge shall be evidenced by a pledge  agreement,  the terms of which shall
be determined by the Administrator,  in its discretion;  provided, however, that
each loan shall comply with all applicable  laws,  regulations  and rules of the
Board of  Governors  of the Federal  Reserve  System and any other  governmental
agency having jurisdiction.
(6)
Non-Transferability  of  Options
.  Unless  otherwise  determined  by  the
Administrator,  no Stock Option shall be transferable  by the optionee,  and all
Stock Options shall be exercisable,  during the optionee's lifetime only by
the optionee.
(7)
Termination of Employment or Service
. If an optionee' s employment
with or service  as a  director  of or  consultant  or  advisor  to the  Company
terminates by reason of death,  Disability  or for any other  reason,  the Stock
Option may  thereafter  be  exercised to the extent  provided in the  applicable
subscription   or  award   agreement,   or  as  otherwise   determined   by  the
Administrator.
(8)
Annual Limit on Incentive Stock Options
. To the extent that the aggregate
Fair Market  Value  (determined  as of the date the  Incentive  Stock  Option is
granted)  of shares of Stock  with  respect  to which  Incentive  Stock  Options
granted to an Optionee under this Plan and all other option plans of the Company
or its Parent  Corporation become exercisable for the first time by the Optionee
during any calendar year exceeds  $100,000,  such Stock Options shall be treated
as Non-Qualified Stock Options.
Section 6.
Stock Options
.
The
Board may amend, alter or discontinue the Plan, but no amendment, alteration, or
discontinuation  shall be made that would  impair  the  rights of a  Participant
under any award  theretofore  granted without such  Participant's  consent.
The
Administrator   may  amend  the   terms  of  any  award   theretofore   granted,
prospectively  or  retroactively,  but,  subject  to  Section  3 above,  no such
amendment  shall  impair the rights of any holder  without  his or her  consent.
Section 7.
Stock Options
.
The Plan is
intended to constitute an "unfunded"  plan for incentive compensation.
With  respect to any  payments  not yet made to a  Participant  by the  Company,
nothing  contained  herein shall give any such  Participant  any rights that are
greater than those of a general creditor of the Company.
Section 8.
Stock Options
.
(1)
The  Administrator may require each person purchasing shares pursuant to a Stock
Option to represent to and agree with the Company in writing that such person is
acquiring the shares without a view to distribution  thereof.  The  certificates
for such shares may include any legend which the Administrator deems appropriate
to reflect any restrictions on transfer.
All
certificates  for shares of Stock  delivered  under the Plan shall be subject to
such stock-transfer  orders and other restrictions as the Administrator may deem
advisable  under  the  rules,   regulations,   and  other  requirements  of  the
Commission,  any stock  exchange  upon which the Stock is then  listed,  and any
applicable  federal or state securities law, and the  Administrator  may cause a
legend or  legends  to be placed on any such  certificates  to make  appropriate
reference to such restrictions.
(2)
Nothing  contained in the Plan shall  prevent the Board from  adopting  other or
additional  compensation  arrangements,  subject to stockholder approval if such
approval is required;  and such arrangements may be either generally  applicable
or applicable only in specific cases.  The adoption of the Plan shall not confer
upon any employee,  director,  consultant or advisor of the Company any right to
continued  employment or service with the Company, as the case may be, nor shall
it  interfere  in any way  with  the  right  of the  Company  to  terminate  the
employment  or  service  of any  of its  employees,  directors,  consultants  or
advisors at any time.
(3) Each
Participant  shall,  no later  than the date as of which  the  value of an award
first  becomes  includible  in the gross income of the  Participant  for federal
income tax purposes,  pay to the Company,  or make arrangements  satisfactory to
the Administrator  regarding  payment of, any federa1,  state, or local taxes of
any  kind  required  by law to be  withheld  with  respect  to  the  award.  The
obligations  of the Company under the Plan shall be conditional on the making of
such payments or arrangements, and the Company shall, to the extent permitted by
law,  have the right to  deduct  any such  taxes  from any  payment  of any kind
otherwise due to the Participant.
(4) No member
of the Board or the  Administrator,  nor any  officer or employee of the Company
acting on behalf of the Board or the  Administrator,  shall be personally liable
for any action,  determination,  or  interpretation  taken or made in good faith
with respect to the Plan, and all members of the Board or the  Administrator and
each and any officer or employee of the Company acting on their behalf shall, to
the extent  permitted by law, be fully  indemnified and protected by the Company
in respect of any such action, determination or interpretation.
Section 9.
Stock Options
.
The
Plan  became  effective  (the  "Effective  Date")  on August 1,  2001;
provided that, the Plan shall become  effective with respect to Incentive  Stock
Options on the date the Company's  stockholders  formally approve the Plan.
Section 10.
Stock Options
.
No Stock
Option shall be granted  pursuant to the Plan on or after the tenth  anniversary
of the Effective  Date,  but awards  theretofore  granted may extend beyond that
date.
Exhibit 5.1
Exhibit 23.2
Opinion of W. Andrew Stack, Esq.
August 30, 2001
HouseHold Direct.com, Inc.
#3 Glen Road
Sandy Hook, CT 06482
RE:      Registration Statement on Form S-8
Ladies and Gentlemen:
I  have
examined  the  Registration  Statement  on Form  S-8 to be filed by you with the
Securities and Exchange Commission in connection with the registration under the
Securities  Act of 1933,  as  amended,  of  shares  of your  Common  Stock  (the
"Shares")  issued or issuable  upon the  exercise  of options  granted
under the  HouseHold  Direct.com  2001 Stock Option Plan (the  "Plan")
referred to therein. As your counsel in connection with this transaction, I have
examined the  proceedings  taken and  proposed to be taken by you in  connection
with the issuance of the Shares.
It is my opinion that the Shares, when issued and paid for in accordance with the terms of the Plan, will be legally and
validly issued, fully paid, and nonassessable.
I further consent to the use of this opinion as an exhibit to the Registration Statement, including the prospectus
constituting a part thereof, and any amendment thereto.
Very truly yours,
/s/ W. Andrew Stack
W. Andrew Stack, Esq.
OBA #18606
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We   consent  to  the
incorporation  by  reference in this  Registration  Statement on Form S-8 of our
report  dated  March 30,  2001,  on our  audit of the  financial  statements  of
HouseHold Direct.com,  Inc. as of December 31, 2000, which report is included in
the Annual Report on Form 10-KSB for the year ended December 31, 2000.
SIGNED
/s/ Bloom and Company
March 31, 2001
September 5, 2001
VIA EDGAR
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Re:      HouseHold Direct.com, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
On behalf of
HouseHold Direct.com,  Inc. (the  "Registrant"),  I hereby attach (via
EDGAR)  for  filing  under  the   Securities   Act  of  1933,  as  amended  (the
"Act"),  the above-described Registration Statement. The filing fee in
the amount of $100.00 has been paid.
The Registrant understands that, pursuant to Rule 456 under the Act, the Registration Statement will become effective
automatically upon filing.
Should
you have any questions with regard to the above, please call the undersigned at
(203) 426-2312.
Sincerely,
/s/ John D. Folger
John D. Folger
President