As filed with the Securities and Exchange Commission on October 24, 2001

Registration No. ________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
                                    (Amended)

[x]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 For the fiscal year ended December 31, 2000.

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES  AND
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                    ----------------------------------------
                         Commission File Number 0-29195

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                 (Name of Small Business Issuer in Its Charter)

           Colorado                       (7310)                  84-1463284
--------------------------------------------------------------------------------
(State or jurisdiction of      (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                         200 9th Avenue North, Suite 210
                          Safety Harbor, Florida 34695
                                 (727) 797-6664
                                 --------------
          (Address and Telephone Number of Principal Executive Offices
                        and Principal Place of Business)

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                            John D. Thatch, President
                    New Millennium Media International, Inc.
                         200 9th Avenue North, Suite 210
                          Safety Harbor, Florida 34695
            (Name, Address and Telephone Number of Agent for Service)

<PAGE>

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

Securities registered under Section 12(g) of the Exchange Act: Common Stock

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. [X] Yes [ ] No

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

The issuer's  revenues for its most recent  fiscal year ended  December 31, 2000
were $149,400.

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  computed by reference  to the price at which  common  equity was
sold, or the average bid and asked price of such common  equity,  as of June 30,
2001 was $10,675,293  (calculated by excluding restricted shares, which includes
shares owned beneficially by affiliates,  directors and officers).  See Item 11.
The total number of shares of issuer's common equity  outstanding as of June 30,
2001 was 7,116,863 shares.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date. As of June 30, 2001, the registrant
had 7,116,863 shares of common stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

The following  documents are  incorporated by reference into the following parts
of this Form 10-KSB:  certain information required in Part I of this Form 10-KSB
is  incorporated  from the issuer's  Registration  Statement for Small  Business
Issuers filed  September 13, 2000, as amended by Post  Effective  Amendment that
was filed October 24, 2001 and certain information required in Parts I and II of
this Form 10-KSB is incorporated from its Definitive Proxy Statement, filed June
29, 2000 and its Form S-8 filed June 4, 2001.

Transitional Small Business Disclosure Format (Check one): Yes       No  X
                                                               ---      ---

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Brief History
New Millennium Media International,  Inc. is a Colorado corporation organized on
April 21, 1998.  NMMI's principal place of business is located at 200 9th Avenue
North, Suite 210, Safety Harbor,  Florida 34695. NMMI is the successor by merger
to  Progressive  Mailer Corp.  (hereafter  "PMC"),  a  corporation  organized in
Florida  on  February  5,  l997.  In March 1997 and April  1998,  PMC  conducted
offerings  of its common  stock  pursuant  to the  exemption  from  registration
afforded  by Rule 504 of  Regulation  D under  the  Securities  Act of l933,  as
amended. On

<PAGE>

November 3, l997, PMC received  clearance from the NASD to have its common stock
listed on the OTC Bulletin Board.

In February,  l998, PMC's sole officer and director resigned and sold all of her
share  ownership in PMC,  which  represented  95% of the issued and  outstanding
shares of PMC, to Troy Lowrie who was elected  President and Director of PMC. In
connection with the transaction,  the principal offices of PMC were relocated to
Denver, Colorado.

Effective, April 8, l998 PMC entered into an Asset Purchase Agreement with Lufam
Technologies, Inc, a California corporation, in exchange for the issuance of 6.4
million  shares of PMC's  common  stock to Lufam.  Pursuant  to the terms of the
Asset   Purchase   Agreement,   PMC  acquired  the   exclusive   rights  to  the
IllumiSign-EyeCatcher  display system, a special  advertising  front-lit display
machine. NMMI markets and sells advertising space on these machines.

Effective April 30, l998, PMC was merged into NMMI and the separate existence of
PMC terminated pursuant to the merger agreement.  In connection with the merger,
each share of PMC  outstanding on April 30, l998 was exchanged for a like number
of shares of New Millennium common shares.

August 31, 1999 NMMI entered into an Amended and Restated  Agreement and Plan of
Merger among NMMI,  New  Millennium  Media,  Inc., a wholly owned  subsidiary of
NMMI, and Unergi, Inc. NMMI acquired all of the issued shares of stock of Unergi
in exchange  for  16,566,667  shares of NMMI  common  stock.  Subsequent  to the
acquisition, Unergi, Inc. was liquidated.

Pursuant to an Agreement  and Plan of Merger dated March 9, 2000 between  Scovel
Corporation, a Delaware corporation,  all the outstanding shares of common stock
of Scovel were  exchanged for 500,000 shares of common stock of NMMI in order to
obtain  consulting  services of its Corporate officer and was not significant to
the financial statements of NMMI. By virtue of the merger, NMMI acquired 100% of
the issued and outstanding common stock of Scovel. After the acquisition, Scovel
was liquidated.

NMMI is a fully  reporting  company  which  common  stock is  traded  on the OTC
Bulletin Board operated by NASDAQ under the symbol NMMG.

Business Overview
For years the  billboard  industry  has seen several  consolidations  with large
corporate  owners  acquiring  smaller  (fewer  than 50  billboards)  independent
operators.  The purpose of these consolidations is to provide a platform for the
corporate owners to attract large regional and national  advertisers.  Billboard
advertising has evolved from painted signs without lights,  to lighted signs, to
vinyl  covered  signs,  to prism  boards  (three sided boards which rotate three
ads), to LED (light emitting  diode) signs.  Presently the plasma signs are used
indoors  and  generally  do not  have a  screen  size  larger  than  48  inches.
Advertisers  soon learned that  rotating  signs attract the attention of viewers
more  effectively  than static signs.  The most prominent LED display sign is at
Times  Square  in New  York  City.  Despite  the  effectiveness  of LED  outdoor
advertising, the billboard industry is moving slowly toward the LED display sign
because most large companies have a substantial  investment in static signs. The
cost to change a  traditional  static  board to an LED display is  approximately
$1,000.000  to  $2,000.000  depending  on the  size  of the  LED  sign.  In many
instances,  because of the additional weight of the LED sign, it is necessary to
erect an entire new foundation along with accompanying supports.  Another reason
for the slow  progression  is that LED signs may only be  installed  in  certain
traffic areas because many cities and states have  regulations that prohibit LED
and

<PAGE>

prism signs on the basis that the signs may be  distracting  to passing  drivers
and may  lead to an  increase  in the  number  of  traffic  accidents.  NMMI has
targeted markets where this may not be an issue.

There  are  two  reasons  for  the  changes  in  outdoor   advertising.   First,
technological  improvements  have  made the  prism  and LED  boards  affordable.
Second,  moving ads have a much greater  impact on viewers than static ads. In a
digital  society there must be an effective way for advertisers to display their
product in its true form. The competition in indoor advertising is limited. Most
indoor companies sell single poster board  advertisements of different sizes and
place them in theaters, malls, airports and other similar venue locations.

NMMI provides  several types of visual  advertising:  The  IllumiSign-Eyecatcher
front-lit movable display boards,  the "EyeCatcher  Powered by Insight" back-lit
scrolling  movable  display boards,  plasma screens and LED display  boards.  We
retain ownership of all types of the machines and sell the advertising  space on
a monthly basis.

NMMI has the exclusive United States distribution and manufacturing  rights from
the patent owner of the IllumiSign-Eyecatcher  front-lit movable display boards,
a resident of Great  Britain.  This board is steel encased,  front lighted,  and
displays poster type ads. These mechanical devises come in various sizes ranging
from 11 inches by 17 inches to 4 feet by 6 feet.  Each  machine  is  capable  of
rotating up to 24 posters at preprogrammed  intervals  ranging from 3 seconds to
one hour.

Additionally,   NMMI  has  the  exclusive  U.S.  rights  to  an  indoor  backlit
advertising  board designed and  manufactured  by AMS Controls,  Inc. called the
"EyeCatcher  Powered  by  Insight".  There  are a few minor  exceptions  to this
exclusivity  that relate to accounts with which the manufacturer had an existing
business  relationship  at the time of  contracting  with NMMI. We are marketing
this new product as "EyeCatcher Powered by Insight". This is a patented product,
which  ranges in size from 18" X 24" to 40" X 60" poster  size.  These signs can
display up to 10 to 20 scrolling advertising images. Each rotation can be set to
run from three seconds to one hour. Because the poster material in both of these
machines  is  critical  to the  functionality  as well as the  longevity  of the
poster,  it is  necessary  for  the  advertisers  to rely  on our  graphic  arts
department to develop and supply the necessary  posters.  These motion  displays
are then placed in various sites in stores,  shopping malls,  movie theaters and
anywhere  else where indoor  poster type  advertising  is feasible.  NMMI is the
owner of the registration of the trademark, "IllumiSign-Eyecatcher" for electric
sign products in the United States Department of Commerce,  Patent and Trademark
Office.

The LED display  boards are  generally  placed out doors either  truck  mounted,
freestanding  or affixed  onto the sides of  buildings  or  located in  athletic
stadiums.  The LED boards  range in size from 8 feet by 10 feet to 20 feet by 30
feet and even larger in  customized  designs.  They are capable of  displaying a
near infinite  number of stationary  or full motion  images.  Because the images
need to be programmed into the LED boards, it is necessary that our graphic arts
department be involved in both the design and set up of the intended displays.

NMMI has a strategic  relationship with E-Vision LED, Inc., a U.S. based company
whose  affiliates  manufacture  these high  quality LED units (See  heading Risk
Factors, subheading Strategic Relationships).  E-Vision will sell the LED boards
to NMMI for a less than retail price and will share in the revenues that the LED
boards  produce.  This allows  NMMI to procure  the highest  quality LED display
boards  at a  greatly  reduced  cost.  Because  these  LED  boards  can  run any
commercial format on any size board, we feel that NMMI has a strong competitive

<PAGE>

advantage over other similar display boards for which the visual display must be
reformatted.  Formatting  often takes weeks.  E-Vision LED displays will run any
format on any size board with  consistent  color quality and clarity.  These LED
boards have the potential to display  countless images in full color both static
and full  motion.  Color  quality  and clarity  are very  important  to national
advertisers who want  consistency of colors on all boards.  E-Vision will assist
NMMI with training and support from the first board and with ongoing  assistance
in all aspects of programming,  technical and software  support.  As a strategic
partner,  E-Vision and its affiliates will supply NMMI, free of charge, software
upgrades as they become available.

In  relation  to these  various  types of  display  media,  NMMI is  capable  of
providing  advertisers  with visual  communications  and media  services in both
indoor  and  outdoor  environments.  We offer a  comprehensive  range of  visual
movable  board  solutions  designed to improve  clients'  advertising  needs and
processes  including  professional  services  such as strategic  site  location,
consulting and analysis as well as poster design and  development.  This enables
us to locate boards and sell  advertising  on a national level that will benefit
NMMI in placing boards throughout the United States.

NMMI signed a one-year with option for eight additional one-year terms marketing
agreement  with  Carson-Jensen-Anderson   Enterprises,   Inc.  d/b/a  EyeCatcher
Marketing  Company  through which  agreement the  IllumiSign-Eyecatcher  display
boards were to be marketed  throughout the 50 United  States.  Effective May 10,
2001 NMMI and EyeCatcher  Marketing  Company reached an agreement  whereby their
contractual  relationship  was  terminated  and NMMI received  nearly all of the
assets of  EyeCatcher  Marketing  Company.  The major  advantage to NMMI of this
settlement was the cancellation of the marketing  agreement that now allows NMMI
to do all marketing in-house.  The assets received,  other than the cancellation
of the marketing  contract,  are of little value. All marketing is now under the
direct  supervision  and control of the Company  that is now equipped to oversee
the marketing function.

Employees
NMMI has twelve full time  employees.  None of our employees is represented by a
labor union. We consider our relations with our employees to be good.  Because a
major portion of our business involves  nationwide site location and procurement
as well as sales and marketing of advertising  space, it is advantageous  for us
to outsource  this  segment of our business  through  strategic  partnering  and
subcontracting distributors. We intend to utilize in-house employees and plan to
add  additional  staff as  needed to handle  all  other  phases of our  business
including graphic arts,  warehousing,  distribution,  purchasing,  distribution,
shipping, accounting and bookkeeping.

ITEM 2. DESCRIPTION OF PROPERTY

NMMI owns no real  estate.  On March 29,  2001 the  Company  signed a lease with
Safety  Harbor Centre for five years with an option for five  additional  years.
The lease  became  effective  August 27, 2001,  the date that the Company  began
occupancy of the new facility.  This leased facility is slightly larger than the
prior leased  premises and will support a more  efficient use of the floor space
as well as additional space for expansion. Many of the machines will continue to
be shipped  directly to the site  location and for those  machines  that require
more detailed  installation such as the LED boards, the machines will be shipped
directly to the installer.  Machines that are in need of repair will be repaired
on-site whenever  possible.  Those machines that are not repairable on-site will
be repaired in-house at the Safety Harbor, Florida facility.

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

The Company is a defendant in a lawsuit filed on November 5, 1999 in the Circuit
Court of the Eleventh  Judicial Circuit in and for Miami-Dade  County,  Florida,
Case Number 99-26073 CA 10. The plaintiff,  Joseph Maenza, is seeking to collect
payment of a promissory  note in the  principal  amount of $50,000 plus interest
from February 1999 and attorney  fees.  January 24, 2001 the parties agreed to a
settlement  by  making  periodic  payments.  There  is  presently  owed  on this
settlement account a principal balance of $42,700. This settlement is recognized
as a liability of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to security holders for a vote during the course
of the fourth  quarter of the last  fiscal  year.  May 7, 2001 the  shareholders
voted to  amend  the  Articles  of  Incorporation  to  decrease  the  number  of
authorized shares of common stock from 75,000,000 to 15,000,000,  the 1:5 split.
This amendment to the Articles of  Incorporation  became  effective May 18, 2001
and the Company trading symbol was changed from NMMI to NMMG. See the Definitive
Proxy Statement filed April 18, 2001 for additional information.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

NMMI is a fully  reporting  company  which  common  stock is  traded  on the OTC
Bulletin Board  operated by NASDAQ under the symbol NMMG.  Prior to May 18, 2001
the  Company's  common  stock traded  under the symbol  "NMMI".  The shares have
historically  not been eligible for listing on any securities  exchange or under
the NASDAQ system. As of June 30, 2001, we reported 7,116,863 outstanding shares
of common stock,  $.001 par value and no outstanding  shares of preferred stock.
There  were in excess of 500  shareholders  and  reported  beneficial  owners of
record of the Company's  common stock listed by the Company's  transfer agent as
of June 30, 2001.

For  additional  information  relating to Common Equity and Related  Stockholder
Matters  please see hereafter in this filing Notes to the  Financial  Statement,
December 31, 1999 and 2000,  sections 4. RELATED PARTY  TRANSACTIONS,  6. EQUITY
TRANSACTIONS, and 7. STOCK OPTIONS AND WARRANTS.

We have not paid any dividends on our common stock since inception. We expect to
continue to retain all earnings  generated by our operations for the development
and growth of our business and do not  anticipate  paying any cash  dividends to
our shareholders in the foreseeable  future.  The payment of future dividends on
the common stock and the rate of such  dividends,  if any, will be determined by
our Board of Directors in light of our earnings,  financial  condition,  capital
requirements and other factors.

The table  below sets forth the high and low bid prices of our common  stock for
each quarter for the four quarters of 1999,  four quarters of 2000 and the first
three  quarters of 2001.  The  quotations  set forth below reflect  inter-dealer
prices,  without  retail  mark-up,  markdown or commission and may not represent
actual transactions.

<PAGE>

                   Year                  High Bid     Low Bid
                   ----                  --------     -------

                   1999
                   ----
                   First Quarter           .313         .313
                   Second Quarter          .406         .406
                   Third Quarter           .125         .125
                   Fourth Quarter          .120         .120

                   2000
                   ----
                   First Quarter           .875         .875
                   Second Quarter         1.000        1.000
                   Third Quarter           .650         .430
                   Fourth Quarter          .350         .220

                   2001
                   ----
                   First Quarter           .080         .080
                   Second Quarter*        1.700        1.350
                   Third Quarter          1.170        1.110
               *Note:  On May 18,2001 the issuer  shares  split 5:1.  The second
               quarter prices reflect the post split prices.

There are outstanding warrants to purchase 242,274 (post split number of shares)
shares of our common  stock at a price of $1.50 per share and may be reset every
6 months  thereafter.  These  warrants  were  issued to Swartz on March 21, 2000
(200,000  shares),  April 17, 2001  (16,796  shares)  and July 17, 2001  (25,478
shares) in  consideration  of Swartz's  commitment to enter into the  Investment
Agreement.  The  warrants  expire on May 25,  2004,  April 17, 2006 and July 17,
2006,  respectively.  By contract, the holders of the warrants have the right to
have the common stock  issuable  upon  exercise of the warrants  included on any
registration  statement we file, other than a registration statement covering an
employee  stock plan or a  registration  statement  filed in  connection  with a
business combination or reclassification of our securities. The shares of common
stock to support these warrants are included in the SB-2 registration  statement
filed September 13, 2000.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL
Management's   discussion  and  analysis   contains   various  "forward  looking
statements." Such statements consist of any statement other than a recitation of
historical fact and can be identified by the use of forward-looking  terminology
such as "may,"  "expect,"  "anticipate,"  "estimate,"  or  "continue"  or use of
negative or other  variations or comparable  terminology.  We caution that these
statements  are further  qualified by important  factors that could cause actual
results  to  differ  materially  from  those  contained  in the  forward-looking
statements,  that these forward-looking  statements are necessarily speculative,
and there are certain risks and uncertainties  that could cause actual events or
results to differ  materially  from those  referred  to in such  forward-looking
statements.

OVERVIEW
The Company is no longer a development  stage company as defined in Statement of
Financial  Accounting  Standards No. 7, "Accounting and Reporting by Development
Stage  Enterprises." We have generated our cash needs through equity  financings
and loans from officers and

<PAGE>

stockholders. As an operational stage company, we have devoted substantially all
of our efforts in securing and establishing  new businesses.  We have engaged in
limited activities in the advertising business, but no significant revenues have
been generated to date. The primary activity of the Company  currently  involves
several types of visual advertising: The Illumisign-Eyecatcher front-lit movable
display board,  "EyeCatcher Powered by Insight" back-lit movable display boards,
plasma screens and LED display boards.  We retain  ownership of all types of the
machines  and sell the  advertising  space on a monthly  basis.  The  Company is
continuing to devote  substantially  all of its present  efforts to implementing
its operational and marketing plans designed to establish new business  accounts
for its mobile LED boards and the motion  display  boards.  Through  much of the
first  quarter of 2001 the  Company  has been  negotiating  with  Carson  Jensen
Anderson  Enterprises,  Inc.  d/b/a  EyeCatcherPlus,   the  Company's  marketing
affiliate, to take over in-house all future marketing activity. As a result, the
Company  will  conduct  all  marketing  in-house,  but will  continue to use the
EyeCatcherPlus  logo, marketing material and website. We feel that this decision
will have the net effect of "cutting out the middle man" and increasing  Company
revenues.

LIQUIDITY AND CAPITAL RESOURCES
Since  inception,  we have funded our  operations  and  investments in equipment
through cash from  operations,  equity  financings  and  borrowing  from related
parties that are not necessarily  isolated  transactions;  however,  there is no
assurance that there will be proceeds from such transactions in the future.

Our Stockholders' Equity has increased from ($600,223) to $750,208,  an increase
of $1,350,431. This is due primarily to a reduction of liabilities and a gradual
accumulation of additional  motion display boards for leasing.  The reduction of
liabilities  from $1,810,536 to $813, 228 is principally due to the repayment of
the debts  owed by the  Company  to Troy  Lowrie and  Investment  Management  of
America,  Inc.  These two debts were paid by the  issuance of stock to these two
creditors.  The  increase  of  Additional  Paid  in  Capital  from  $448,991  to
$2,746,684 is primarily  from the sale of stock.  For a further  explanation  of
these  transactions  please see  hereafter in this filing Notes to the Financial
Statement, December 31, 1999 and 2000, section 7. STOCK OPTIONS AND WARRANTS.

We have  incurred  recurring  operating  losses  and  negative  cash  flows from
operating  activities and have little working  capital.  Presently,  there is no
outstanding  material commitment for capital  expenditures.  On May 19, 2000 the
Company entered into an investment  agreement with Swartz Private Equity, LLC to
raise up to $25 million  through a series of sales of common  stock.  The dollar
amount of each sale is limited  by the  trading  volume and a minimum  period of
time must occur between sales. In order to sell shares to Swartz,  there must be
an effective  registration statement on file with the SEC covering the resale of
the shares by Swartz and we must meet certain other conditions. The agreement is
for a three-year  period ending May 2003.  We believe that our available  equity
financing arrangement with Swartz will be sufficient to meet our working capital
and capital expenditure liquidity  requirements for at least the next two years.
However,  there can be no assurance that we will receive  financing from Swartz,
that we will not  require  additional  financing  within this time frame or that
such additional  financing,  if needed, will be available on terms acceptable to
us, if at all. A detailed  description of the Swartz equity line  agreements can
be found in the SB-2 Registration Statement filed September 13, 2000.

RESULTS OF OPERATIONS
Income
Our Income has increased from $49,176 to $149,400, an increase of $100,224. This
increase is due primarily to receipt of additional  revenues from the mobile LED
truck unit that has had an

<PAGE>

increase in bookings as the year 2000 progressed.  Also, as the Company installs
additional  EyeCatcher  display  boards,  additional  advertisements  are  sold.
Generally,  this is  cumulative,  i.e.,  as the display  boards are placed,  the
advertisements are sold for a term of several months or yearly.  Even though the
advertisement  contracts expire, many are renewed with a minimal amount of sales
effort and the  display  board  continues  to produce  revenue  with very little
additional  effort  necessary to place the display  board  because it remains in
place at the host venue so long as it continues to produce  revenue for the host
venue.

General and Administrative Costs and Expenses
There was an increase in the General and  Administrative  Costs and  Expenses of
$656,885.  This increase is due primarily to the Company now being  operational.
Included in this  category  are such  expenses as rent,  kiosk  development  and
fabrication,  consulting  fees,  legal,  accounting,  insurances  and  equipment
maintenance.

Interest Expense
Interest Expense decreased by $31,795. This interest expense decreased primarily
as a result of the Company negotiating equity financing for debt transactions.

Depreciation and Amortization
Depreciation  and  amortization  increased by $117,822  primarily as a result of
advertising boards being available for lease.  Previously,  these boards were to
be sold and not leased and included in inventory.

Total Costs and Expenses
The Total Costs and Expenses  have  increased by $663,052,  an increase of 133%.
This is the effect  primarily  of the  increase  of General  and  Administrative
expenses.  Although the Company is fully operational,  the Company is still in a
growth  period and much of the positive  results of effort that gave rise to the
General  and  Administrative   expenses  have  not  yet  been  realized.  It  is
anticipated  that much of these costs and expense  will not continue to occur in
the future.

Loss From Operations and Net Loss
The increase in Income is offset by the increase of Loss from  Operations.  This
loss has increased  dramatically  from  $445,985 to $ 1,008,813,  an increase of
125%.  Management  feels that this current loss is a function of the Company now
being  operational.  It  is  felt  that  contributing  factors  are  the  direct
consequence of a steady  increase in business  activity,  i. e., as the business
increases so do the costs and expenses.  Management anticipates that the Company
revenues  will grow in excess of direct  proportion  to the costs and  expenses;
however, there can be no assurance that this will occur.

The increased  business  activity that the Company is experiencing is the result
of a steady  increase  in the number of events for which the mobile LED  display
unit is being  booked as well as an  increase  in the number of  display  boards
being placed which,  in turn,  increases the amount of artwork being produced by
the Company's graphic arts department. These three units of the Company, display
boards,  LED  screens  and  graphic  arts are the  revenue  producing  elements.
Although this is an apparent  positive  trend,  there is  uncertainty  as to the
longevity of this trend.  Maintaining  this trend is necessary for the Company's
short-term as well as long-term  internal  liquidity.  Management feels that the
receivables  are  collectable,  it is  anticipated  that  the  receivables  will
"roll-over" monthly or bi-monthly as existing accounts are paid and new accounts
accrue.  Some leniency has been afforded new  advertising  accounts to boost the
initial advertising sales. By the same token, management feels that the increase
in accounts

<PAGE>

payable are too the direct result of  additional  business and that the payables
will continue to "roll-over" monthly or bi-monthly.

Basic and Fully Diluted Loss Per Common Share
The Basic  Loss Per Common  Share has  increased  from  $(0.03)  to  $(0.04),  a
comparative  Basic Loss Per Common Share increase of 33.3%. This loss per common
share is a function of the Costs and Expenses versus Income.  As stated above, a
major portion of the Costs and Expenses are start-up costs.

TRENDS AND EVENTS
In May of  2001  we  changed  our  operations  model  primarily  in that we have
regained the marketing role in-house.  Management  feels that this is a positive
change in that the Company now has total  control of all  marketing  activities.
The Company  continues to allocate  geographical  areas to distributors  who, in
turn, focus on their respective areas.

The  Company  out grew its leased  office and  warehouse  space and moved to new
quarters that has sufficient space for growth.  The new expanded  warehouse area
now has  sufficient  space to handily  store the various  type and size  display
boards as well as work area for  refurbishing  and repairs.  When the mobile LED
screen  truck is not in use, it is placed in a specially  built truck bay within
the new warehouse  area.  An order has been placed for an additional  LED mobile
unit.

Compared  to a year ago,  we are now fully  staffed  and  beginning  to  produce
income.  We are  continuing  to  concentrate  on  establishing  new business and
increasing sales relating to the IllumiSign Eyecatcher,  the "EyeCatcher Powered
by Insight" backlit display board and the LED display sign truck. Although there
is no real assurance  that this positive trend will continue,  in the opinion of
management, the cumulative effect of these events is positive.

ITEM 7. FINANCIAL STATEMENTS

Financial Statements are incorporated by reference and attached as an exhibit.

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

None.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

The following are officers and directors of the Company.

     Name                     Age        Position
     ----                     ---        --------
     John Thatch              39         Chief Executive Officer, President
                                         and Director
     Jennifer Freeman         28         Corporate Secretary

All directors hold office until the next annual meeting of  shareholders  of the
Company and until their  successors  are elected and  qualified.  Officers  hold
office until the first meeting of directors

<PAGE>

following the annual  meeting of  shareholders  and until their  successors  are
elected and qualified, subject to earlier removal by the Board of Directors.

John "JT" Thatch, President/CEO and Director
Mr. Thatch,  age 39 years, has served as President,  Chief Executive Officer and
Director of New Millennium Media  International  since January 2000. During this
time  he has  overseen  all  functions  of  the  company,  including  day-to-day
operations.  Mr. Thatch has over 15 years of entrepreneurial business experience
that  includes  over 7  years  as the  principal  in Bay  Area  Auto  Sales,  an
automotive dealership,  that specialized in sales of reconditioned  vehicles. He
was the founder and General Partner for Last Chance Finance, Ltd. that owned and
operated over 18 offices specializing in alternative vehicle financing. Over the
past 10 years Mr. Thatch has been President and majority shareholder of Superior
Management of Tampa,  Inc., a privately  owned  company,  that owns property and
commercial  leases.  Other than for nominal time spent on corporate and personal
real estate  holdings that have no business  relationship  with NMMI, Mr. Thatch
dedicates his full time to his current position. He brings leadership, marketing
and strong management skills to the company.

ITEM 10. EXECUTIVE COMPENSATION

The following table lists the cash  remuneration paid or accrued during 1999 and
2000 to John Thatch,  president  and CEO.  Except for John  Thatch,  none of our
executive  officers and directors  received  compensation of $100,000 or more in
1999 and 2000.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                     SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------
                                                             Long Term Compensation
---------------------------------------------------------------------------------------------------------
                          Annual Compensation                    Awards            Payouts
---------------------------------------------------------------------------------------------------------
    (a)        (b)      (c)      (d)         (e)           (f)          (g)          (h)         (i)
---------------------------------------------------------------------------------------------------------
<S>            <C>    <C>       <C>     <C>            <C>          <C>            <C>       <C>
                                                       Restricted    Securities
  Name and                              Other Annual      Stock      Underlying     LTIP      All Other
 Principle            Salary    Bonus   Compensation    Award(s)    Options/SARs   Payouts   Compensation
  Position     Year     ($)      ($)         ($)           ($)          (#)    P     ($)         ($)
---------------------------------------------------------------------------------------------------------
John Thatch,                                           10% of all   Stock option             Per month:
 Pres./CEO     2000   140,000              10,000      issued       to be                    500 medical
                                          expenses     common       determined               500 car
                                                       stock        by Board                 250 celphone
---------------------------------------------------------------------------------------------------------
</TABLE>

Director Compensation
No Director  is  specially  compensated  for the  performance  of duties in that
capacity or for his/her attendance at Director meetings.

Employment Agreements
NMMI has one written employment agreement,  John Thatch,  President and CEO, see
Item 12, below.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth  certain  information   regarding  beneficial
ownership  of our  common  stock  as of the  date of this  filing  by:  (i) each
shareholder  known  by us to be  the  beneficial  owner  of 5% or  more  of  the
outstanding common stock, (ii) each of our directors and (iii) all directors

<PAGE>

and executive  officers as a group.  Except as otherwise  indicated,  we believe
that  the  beneficial  owners  of  the  common  stock  listed  below,  based  on
information furnished by such owners, have sole investment and voting power with
respect to such shares,  subject to community  property  laws where  applicable.
Shares of common stock  issuable  upon exercise of options and warrants that are
currently exercisable or exercisable within 60 days of filing this document have
been included in the table.

Name and Address                Amount and Nature          Percent of Class (1)
of Beneficial                   of Beneficial
Owner                           Ownership
----------------------          -----------------          ---------------------
John Thatch                           500,000                        7%
President/CEO
and Director

Investment Management               1,576,416                       22%
of America, Inc.(2)(3)

Troy Lowrie                           450,000                        6%
(Resigned)(4)
Less than 5%

Officers and Directors                500,000                        7%
(John "JT" Thatch)

(1)  Based upon June 30, 2001 shareholder list, 7,116,863  outstanding shares of
     common stock.
(2)  Gerald Parker,  Andrew  Badolato and Antonio Gomes are officers,  directors
     and majority  shareholders  in Investment  Management of America,  Inc. and
     were officers and directors of NMMI.
(3)  Does not include  3,000,000  shares of Series A  Preferred  stock that were
     traded with NMMI for 600,000  post-split shares of common stock immediately
     after the SB-2 registration.
(4)  Mr. Troy Lowrie was the past president and director of PMC which was merged
     into New Millennium.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company was  originally  incorporated  April 21, 1998 in Colorado  under the
name New Millennium Media International,  Inc. April 30, 1998 Progressive Mailer
Corp., a Florida  corporation,  merged into NMMI.  August 31, 1999 NMMI acquired
Unergi,  Inc., a Nevada  corporation,  ("Unergi") The Unergi  acquisition was to
obtain certain  goodwill;  after this  acquisition  Unergi was  liquidated.  The
valuation was  determined by, in part,  NMMI stock and certain debt.  This was a
forward  acquisition with the surviving company being NMMI. Unergy  shareholders
received  70% of NMMI shares.  As a part of this merger,  two founders and major
shareholders of Unergi,  Mark Western and Cole Leary, were to receive a total of
3,000,000 shares of NMMI restricted  common stock. In anticipation of a buy-back
of these shares from the two individuals,  NMMI conveyed the shares intended for
these two  individuals  to another  individual.  NMMI failed to  consummate  the
buy-back of these  shares from the two  individuals  and  consequently  found it
necessary to acquire  3,000,000 shares of restricted common stock to satisfy the
obligation to the two  individuals.  Toward this  objective  NMMI exchanged with
Investment  Management of America,  Inc.  (hereafter  "IMA") 3,000,000 shares of
NMMI's Series A Preferred  stock for  3,000,000  shares of common stock owned by
IMA with the understanding

<PAGE>

that the  3,000,000  shares of Series A Preferred  stock will be granted  voting
rights and be convertible  on a 1:1 ratio for shares of registered  common stock
which  common  stock  were  included  in the SB-2  registration  statement.  The
re-exchange  of these shares has occurred and NMMI  replaced the  3,000,000  IMA
Series  A  Preferred  shares  with  3,000,000  shares  of  common  stock.  These
transactions  occurred  pre-split and the  3,000,000  shares of common stock are
pre-split.  The  post-split  amount is 600,000  shares of common stock that were
included in the SB-2 registration.

On November  2, 1999 NMMI  signed an  executive  employment  contract  with John
Thatch  employing that individual as President and Chief  Executive  Officer for
three years with a salary of $140,000  for the first year and  $120,000  for the
second and third years.  As an  inducement  to encourage the executive to become
employed  with  NMMI,  it was in the best  interest  of NMMI to  include  in the
employment package a provision in the executive  employment contract giving John
Thatch  the  option to  purchase,  at a price of par  value,  10% of any and all
additionally  authorized and issued shares of stock. To date John Thatch has not
exercised any rights under this option.

ITEM 13. EXHIBITS AND REPORTS

Indemnification of Directors and Officers
The  Colorado  General  Corporation  Act provides  that each  existing or former
director and officer of a corporation  may be indemnified  in certain  instances
against certain liabilities which he or she may incur,  inclusive of fees, costs
and other expenses incurred in connection with such defense, by virtue of his or
her relationship  with the corporation or with another entity to the extent that
such  latter  relationship  shall  have been  undertaken  at the  request of the
corporation;  and may have advanced such expenses  incurred in defending against
such  liabilities  upon  undertaking  to repay the same in the event an ultimate
determination  is made denying  entitlement  to  indemnification.  The Company's
bylaws incorporate the statutory form of indemnification by specific  reference.
The Company  has never  acquired  or applied  for any policy of  directors'  and
officers'  liability  insurance  as a means of  offsetting  its  obligation  for
indemnity.

Reports to Shareholders
We intend to  voluntarily  send annual reports to our  shareholders,  which will
include  audited  financial  statements.  We are a reporting  company,  and file
reports with the Securities and Exchange  Commission (SEC),  including this Form
10-KSB as well as quarterly  reports under Form 10-QSB.  The public may read and
copy any materials filed with the SEC at the SEC's Public  Reference Room at 450
Fifth Street, N.W., Washington,  D.C. 20549. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.  The
company files its reports  electronically and the SEC maintains an Internet site
that contains  reports,  proxy and information  statements and other information
filed by the company  with the SEC  electronically.  The address of that site is
http://www.sec.gov.

The company also maintains an Internet site,  which contains  information  about
the company,  news releases and summary financial data. The address of that site
is http://www.nmmimedia.com.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<PAGE>

The financial statements of the Company,  which are furnished herein as of March
20,  2001,  have been audited by Richard J. Fuller,  CPA,  Clearwater,  Florida,
independent auditors, as described in its reports with respect thereto.

The  following  list sets  forth a brief  description  of each of the  Company's
financial  statements and exhibits being filed as a part of this Form 10 KSB, as
well as the page number on which each statement or exhibit commences:

Audited Fiscal Year End December 31, 2000

     Index to Financial Statements                          F-2

     Independent Auditor's Report                           F-3

     Balance Sheet, December 31, 2000                       F-4

     Statement of Operations for
     each of the years ended December 31, 1999
     and 2000                                               F-5

     Statement of Shareholder's (Deficit) Equity
     from January 1, 1999 through
     December 31, 2000                                      F-6

     Statement of Cash Flows for each of the
     years ended December 31, 1999
     and 2000 and from inception                            F-7

     Notes to Financial Statements                          F-8

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  Report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.

October 24, 2001                        New Millennium Media International, Inc.


                                        By: /s/
                                            ------------------------------------
                                              John "JT" Thatch, President/CEO

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                              FINANCIAL STATEMENTS

                        as of year end December 31, 2000

                                      INDEX

Index to Financial Statements .............................................  F-2

Independent Auditors' Report ..............................................  F-3

Consolidated Balance Sheets ...............................................  F-4

Consolidated Statements of Operations .....................................  F-5

Consolidated Statements of Stockholders' Equity ...........................  F-6

Consolidated Statements of Cash Flows .....................................  F-7

Notes to the Consolidated Financial Statements ............................  F-8

                                       F-2
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
New Millennium Media International, Inc.
Safety Harbor, Florida

We have audited the balance sheets of New Millennium Media  International,  Inc.
as of December  31, 1999 and 2000,  and the related  statements  of  operations,
stockholders'  (deficit)  equity and cash flows for the years then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material   respects,   the  financial  position  of  New  Millennium  Media
International,  Inc.  at  December  31,  1999 and 2000  and the  results  of its
operations  and its cash  flows for the years then  ended,  in  conformity  with
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the  Company  has  incurred  losses for the years  ended
December 31, 1999 and 2000. This condition  raises  substantial  doubt about its
ability to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


Richard J. Fuller, CPA, PA
Clearwater, Florida

March 20, 2001

<PAGE>

                     NEW MILLENNIUM MEDIA INTERNATIONAL, INC

                                 BALANCE SHEETS

                     December 31, 1999 and December 31, 2000

<TABLE>
<CAPTION>
                                                                            2000
                                                           1999          (RESTATED)
                                                       ------------     ------------
ASSETS

Current Assets
<S>                                                    <C>              <C>
     Cash                                              $      2,063     $         --
     Accounts receivable                                         --           16,636
     Inventories                                            548,862            3,255
     Prepaid expenses                                            --            9,096
                                                       ------------     ------------
          Total Current Assets                              550,925           28,987
                                                       ------------     ------------

Furniture and Equipment
     Furniture, fixtures and equipment,net                    3,964          924,148
                                                       ------------     ------------

Other Asssets
     Goodwill, net                                          655,007          610,301
     Other intangibles                                          417               --
                                                       ------------     ------------
          Total Other Assets                                655,424          610,301
                                                       ------------     ------------

                                                       $  1,210,313     $  1,563,436
                                                       ============     ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

     Accounts payable                                  $     85,235     $     81,556
     Accrued expenses payable                               129,289           73,562
     Related payables                                     1,596,012          658,110
                                                       ------------     ------------

          Total Current Liabilities                       1,810,536          813,228
                                                       ------------     ------------

Long-term Liabilities                                            --               --

Stockholders' (Deficit) Equity

     Common stock, par value $.001; 25,000,000
          and 75,000,000 shares authorized,
          24,099,881 and 28,440,614 shares issued
          and outstanding, respectively,
          1999 and 2000                                      24,100           28,451
     Common stock warrants (1,000,000 issued and
          outstanding; exercisable at $.30 expiring
          March 21, 2005)                                        --           57,200
     Preferred stock, par value $.001; shares
          authorized, 10,000,000 no shares issued
          and outstanding                                        --               --
     Additional paid in capital                             448,991        2,746,684
     Deficit                                             (1,073,314)      (2,082,127)
                                                       ------------     ------------
          Total Stockholders' (Deficit) Equity             (600,223)         750,208
                                                       ------------     ------------
                                                       $  1,210,313     $  1,563,436
                                                       ============     ============
</TABLE>

<PAGE>

                     NEW MILLENNIUM MEDIA INTERNATIONAL, INC

                             STATEMENT OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000

                                                                       2000
                                                      1999          (Restated)
                                                  ------------     ------------

Income                                            $     49,176     $    149,400

Costs and Expenses:
     General and administrative                   $    141,847     $    798,732
     General and administrative -related               234,860          155,000
     Interest expense - related                         95,382           63,587
     Depreciation and amortization                      23,072          140,894
                                                  ------------     ------------
          Total costs and expenses                     495,161        1,158,213
                                                  ------------     ------------
Loss from Operations                                  (445,985)      (1,008,813)
                                                  ------------     ------------
Net Loss                                          $   (445,985)    $ (1,008,813)
                                                  ============     ============
Basic and Diluted Loss Per Common Share           $      (0.03)    $      (0.04)
                                                  ============     ============
Weighted average common shares outstanding          15,559,940       26,275,250
                                                  ============     ============

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                   STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY

          FOR THE PERIOD FROM JANUARY 1, 1999 THROUGH DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                      COMMON STOCK            COMMON     ADDITIONAL                     TOTAL
                                                ------------------------      STOCK      PAID - IN                  STOCKHOLDERS'
                                                  SHARES        AMOUNT       WARRANTS     CAPITAL       DEFICIT         EQUITY
                                                ----------    ----------    ----------   ----------   ------------    ----------

<S>                                              <C>          <C>           <C>          <C>          <C>             <C>
Balance, January 1, 1999                         7,020,000    $    7,020    $        0   $  403,115   $   (627,329)   $ (217,194)
                                                ----------    ----------    ----------   ----------   ------------    ----------

Fair value of shares issued to Unergi           16,566,667        16,567                         --             --        16,567

Shares issued for cash                             513,214           513                     45,876             --        46,389

Net loss for the period ended
     December 31, 1999                                  --            --            --           --       (445,985)     (445,985)
                                                ----------    ----------    ----------   ----------   ------------    ----------

Balance, December 31, 1999                      24,099,881    $   24,100    $        0   $  448,991   $ (1,073,314)   $ (600,223)

Fair value of shares issued for services
     to officers - net of rescission            (1,020,419)        (1020)                     3,520             --         2,500

Fair value of 1,000,000 warrants
     issued to investment bankers                       --            --        57,200           --             --        57,200

Shares issued:
     Fair value of stock issued in settlement
          of debt to stockholders/officers
          in accordance with FASB 123            3,641,152         3,641                  1,487,403             --     1,491,044
     Fair value of equipment (LED truck
          $450,000) net of debt ($107,000)         200,000           200                    342,800             --       343,000
     Fair value of stock issued for goodwill
          of Scovel Management, Inc.               500,000           500                                        --           500
     Proceeds of stock issued for cash           1,030,000         1,030                    463,970             --       465,000

Net loss for the period ended
     December 31, 2000                                  --            --            --           --     (1,008,813)   (1,008,813)
                                                ----------    ----------    ----------   ----------   ------------    ----------

Balance, December 31, 2000 - (Restated)         28,450,614    $   28,451    $   57,200   $2,746,684   $ (2,082,127)   $  750,208
                                                ==========    ==========    ==========   ==========   ============    ==========
</TABLE>

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                             STATEMENT OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000

<TABLE>
<CAPTION>
                                                                                                          2000
                                                                                         1999          (RESTATED)
                                                                                     ------------     ------------

Cash Flows from Operating Activities:
<S>                                                                                  <C>              <C>
     Net income (loss)                                                               $   (445,985)    $ (1,008,813)
     Adjustments to reconcile net income (loss) to net
       cash provided by (used in) operating activities:
          Depreciation and amortization                                                    23,072          140,894
          Fair value of shares issued for services of officers - net of recission              --            2,500
          Fair value of warrants issued to investment bankers                                  --           57,200
          Loss on disposition of fixed assets                                               5,891               --
          (Increase) decrease in accounts receivable                                           --          (16,636)
          (Increase) decrease in inventories                                              (66,946)            (124)
          (Increase) decrease in prepaid expenses                                              --           (9,096)
          Increase (decrease) in accounts payable and accrued expenses                    139,337          (41,934)
          Increase (decrease) in related parties payable                                  296,033          428,918
                                                                                     ------------     ------------
          Net cash provided by (used in) operating activities                             (48,598)        (447,091)
                                                                                     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
          Purchase of fixed assets                                                         (2,539)         (19,972)
                                                                                     ------------     ------------
               Net provided by (used in) investing activities                              (2,539)         (19,972)
                                                                                     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from common stock transactions                                               46,389          465,000
                                                                                     ------------     ------------
          Net cash provided by (used in) financing activities                              46,389          465,000
                                                                                     ------------     ------------
Increase (Decrease) in cash and cash equivalents                                     $     (4,748)    $     (2,063)

Cash and cash equivalents at beginning of period                                            6,811            2,063
                                                                                     ------------     ------------
Cash and cash equivalents at end of period                                           $      2,063     $         --
                                                                                     ============     ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Cash paid during the year for interest                                                    --               --

     Cash paid during the year for income taxes                                                --               --

     Supplemental schedule of noncash  investing and financing activities:
          Fair value of common stock (500,000 shares) issued for
            goodwill of Scovel Management, Inc.                                      $         --     $        500
          Fair value of common stock (16,566,667 shares) issued for goodwill
            of Unergi, Inc. ($677,594 net of debt assumed of $661,027)                     16,567               --
          Fair value of equipment (LED truck, $450,000 net of debt
            assumed of $107,000; 200,000 common stock shares issued)                           --          343,000
          Fair value of common stock (3,641,152 shares )issued in settlement
            of related party debt based upon debt of $1,491,044                                --        1,491,044
</TABLE>

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 2000

1.   Organization and summary of significant accounting policies
     -----------------------------------------------------------
A summary of the Company's significant  accounting policies consistently applied
in the preparation of the accompanying financial statements follows.

Nature of Business
------------------
The Company is in the business of developing and marketing  advertising space in
special movable advertising display machines and LED display boards. The Company
provides two types of visual  advertising  including  movable display boards and
LED display boards.  NMMI sells advertising  space while retaining  ownership of
the boards.

The Company is no longer  considered to be in the development stage for 2000. In
prior years, the Company had been in the development stage.

Basis of presentation
---------------------
The  financial  statements  have  been  prepared  using  the  accrual  method of
accounting.  Revenues are  recognized  when earned and expenses  when  incurred.
Revenues are earned when services have been performed and advertising  equipment
has been leased to customers during a period of time in which services have been
rendered, the price for services is fixed and determinable and collectibility is
reasonably assured.

Use of estimates
----------------
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from these estimates.

Going Concern Uncertainty
-------------------------
The Company has incurred recurring  operating losses and negative cash flows and
has negative working capital.  The Company has financed itself primarily through
the sale of its stock and  related  party  borrowings.  These  conditions  raise
substantial doubt about the Company's ability to continue as a going concern.

There can be no assurance  that the Company will be successful  in  implementing
its plans, or if such plans are  implemented,  that the Company will achieve its
goals.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern and do not include any  adjustments  to
reflect the possible future effect on the  recoverability  and classification of
assets or the amount and  classification  of liabilities  that might result from
the outcome of this uncertainty.

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 2000

Organization and summary of significant accounting policies - Cont'd.
---------------------------------------------------------------------

Comprehensive Income
--------------------
Statement  of  Financial   Accounting   Standards  (SFAS)  No.  130,  "Reporting
Comprehensive  Income,"  establishes  standards  for  reporting  and  display of
comprehensive  income,  its components and accumulated  balances.  Comprehensive
income is defined to include all changes in equity except those  resulting  from
investments by owners and distributions to owners. Among other disclosures, SFAS
No. 130 requires that all items that are required to be recognized under current
accounting  standards as  components  of  comprehensive  income be reported in a
financial  statement  that is  displayed  with  the  same  prominence  as  other
financial  statements.  The Company does not have any items requiring disclosure
of comprehensive income.

Segments of Business Reporting
------------------------------
Statement  of  Financial   Accounting  Standards  (SFAS)  No.  131,  establishes
standards for the way that public companies report  information  about operating
segments in annual  financial  statements  and  requires  reporting  of selected
information about operating  segments in interim financial  statements issued to
the public. It also establishes standards for disclosures regarding products and
services,  geographic  areas  and major  customer.  SFAS 131  defines  operating
segments as components of a company about which separate  financial  information
is available that is evaluated  regularly by the chief operating  decision maker
in deciding how to allocate resources and in assessing performance.  The Company
has evaluated this SFAS and does not believe it is applicable at this time.

Intangible assets
-----------------
Organization  costs are  amortized  using the  straight-line  method  over their
estimated  useful  lives of five years and are  stated at cost less  accumulated
amortization.  The Company  reviews for the impairment of long-lived  assets and
certain identifiable  intangibles  annually. No such impairment losses have been
identified by the Company for the years presented.

     Under  the  purchase  method  of  accounting,   tangible  and  identifiable
     intangible  assets acquired and  liabilities  assumed are recorded at their
     estimated  fair values.  The Company  classifies the excess of the purchase
     price,  including  estimated fees and expenses related to the merger,  over
     the net assets  acquired as goodwill.  The estimated fair values and useful
     lives of assets acquired and liabilities assumed are based on a preliminary
     valuation and are subject to final  valuation  adjustments  which may cause
     some of the  intangibles  to be  amortized  over a  shorter  life  than the
     goodwill amortization period of 15 years.

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 2000

Organization and summary of significant accounting policies - Cont'd.
---------------------------------------------------------------------

Inventories
-----------
Inventories  consist  primarily of supplies related to advertising  machines and
are  carried at the lower of cost  (first-in,  first-out)  or  market.  Once the
advertising   machines  are   available   for  rental  and  placed  in  service,
depreciation  is  recognized.  During  the year,  the  advertising  machines  of
$545,483  included in inventory  for 1999 were removed from  inventory  and made
available  for lease.  When placed in boards  available  for lease,  they are no
longer  included in  inventories.  Starting in 2000, the Company's  policy is to
lease all boards and they are included in furniture, fixtures and equipment.

Furniture and equipment
-----------------------
Furniture   and  equipment  is  stated  at  cost  and   depreciated   using  the
straight-line method, over the estimated useful lives of five to seven years.

Income Taxes
------------
The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards No. 109 (SFAS No. 109). Under SFAS No. 109, deferred income tax assets
and  liabilities  are  determined  based  upon  differences   between  financial
reporting  and tax  basis of  assets  and  liabilities  and are  measured  using
currently  enacted tax rates.  SFAS No. 109  requires a valuation  allowance  to
reduce the deferred tax assets reported if, based on the weight of the evidence,
it is more likely than not that some  portion or all of the  deferred tax assets
will not be realized.

Basic and Diluted Loss Per Common Share
---------------------------------------
Basic loss per common  share is based on the weighted  average  number of shares
outstanding  during the period. The computation of diluted loss per common share
is similar to basic earnings per share, except that the denominator is increased
to  include  the  number  of  additional  common  shares  that  would  have been
outstanding if the potentially  dilutive common shares had been issued.  Diluted
loss per common share is not presented since the result is antidilutive.

Fair Value of Financial Instruments
-----------------------------------
All  financial  instruments  are held  for  purposes  other  than  trading.  The
following  methods and assumptions  were used to estimate the fair value of each
financial instrument for which it is practicable to estimate that value:

For cash, cash equivalents and notes payable,  the carrying amount is assumed to
approximate fair value due to the short-term maturities of these instruments.

Cash Equivalents
----------------
The Company considers all highly liquid debt instruments purchased with maturity
of three months or less to be cash equivalents.

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 2000

Organization and summary of significant accounting policies - Cont'd.
---------------------------------------------------------------------

Concentrations of Credit Risk
-----------------------------
Financial instruments which potentially subject the Company to concentrations of
credit risk consist  principally  of cash. The Company places its cash with high
quality financial institutions. At times during the year, the balance at any one
financial institution may exceed FDIC limits.

During  the  year,  the  Company  negotiated  the  ability  to  manufacture  the
advertising machines previously supplied principally by one foreign vendor.

2.   Furniture, fixtures and equipment
     ---------------------------------
Furniture, fixtures and equipment is summarized as follows:

                                                     1999              2000
                                                 ------------      ------------

Boards available for lease                       $         --      $    545,483
Equipment                                                  --           468,730
Furniture & fixtures                                    4,249             5,490
                                                 ------------      ------------
                                                        4,249         1,019,703
Less accumulated depreciation                            (285)          (95,555)
                                                 ------------      ------------
          Net                                    $      3,964      $    924,148
                                                 ============      ============

During the year 2000,  the  advertising  boards became  available for lease.  In
1999, the boards available for lease had been included in inventory.

3.   Goodwill
     ---------
On August 31, 1999 the Company  acquired  all the  outstanding  stock of Unergi,
Inc. The  acquisition  was  accounted for as a purchase.  Consideration  for the
purchase was the issuance of  16,566,667  shares of $.001 par value stock of the
Company and the assumption of debt in the amount of $661,027. Because the assets
acquired  consisted  of certain  intangible  contracts,  management  assigned an
amount to the  intangibles  as goodwill based upon the debt assumed and the fair
value of common  stock at  $16,567  based  upon par value.  The  purchase  price
exceeded  the fair value of the net assets  acquired by  $677,594  that has been
recorded as goodwill in accordance with FASB No. 123.

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 2000

Organization and summary of significant accounting policies - Cont'd.
---------------------------------------------------------------------

On March 9, 2000, the Company acquired 100% of the issued and outstanding common
stock of Scovel  Management,  Inc. in exchange for 500,000 shares of the Company
in order to obtain services of an officer valued at $500 in accordance with FASB
No. 123 being the fair value of  services  received  equivalent  to par value of
stock.

     Goodwill consists of the following:

                                                            1999        2000
                                                         ----------  ----------
     Goodwill in connection with acquisition of

     Fair value of stock in exchange for Unergi,
     Inc. accounted for as a purchase with
     16,566,667 common shares issued at $.001
     par value given limited trading and
     marketability of approximately 70% of stock
     ($16,667) and the assumption of debt of
     $660,927                                            $  677,594  $  677,594

     Fair value of stock in exchange for Scovel
     Management, Inc. accounted for as a
     purchase with 500,000 common shares
     issued at $.001 par value given limited
     trading value of stock and agreed upon
     value of shell company (Scovel) whose
     Intangible value included listing on OTC BB                 --         500
                                                         ----------  ----------
                                                            677,594     678,094
     Less accumulated amortization                          (22,587)    (67,793)
                                                         ----------  ----------
          Net                                            $  655,007  $  610,301
                                                         ==========  ==========

All assets were intangible with goodwill  providing value in accordance with APB
No. 16 amortized over 15 years.

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 2000

4.   Related party transactions
     --------------------------
Related party payables consists of the following:

                                                            1999        2000
                                                         ----------  ----------

     Note due stockholder/former officer at 10%          $  641,152  $       --

     Accounts payable to stockholders,
     non-interest bearing                                   954,860     249,860

     $100,000 convertible note payable, with
     interest accrued @10%, (convertible $1.00
     of debt into common stock)                                  --     102,500

     $125,000 convertible note payable, with
     interest accrued @ 15%, secured by
     equipment (convertible $1.00 of debt into
     common stock)                                               --     143,750

     $162,000 convertible note payable, with
     interest accrued @ 8%, to officer/stockholder
     (convertible $.10 of debt into preferred
     stock)                                                      --     162,000
                                                         ----------  ----------
                                                         $1,596,012  $  658,110
                                                         ==========  ==========

During the year,  the Company issued common stock at fair value in settlement of
certain debt to stockholders and former officer.  Fair value of stock issued was
valued at book value of the debt relieved plus accrued interest.  The settlement
of  certain  debt to  stockholder/officer  was  641,152  shares in the amount of
$795,356  including accrued interest of $92,573 and fair value of 670,000 shares
to  stockholders  in  the  amount  of  $695,688  including   settlement  charges
subsequent to 1999 of $25,688 for a total of $1,491,044.  Currently, the Company
disputes a payable to a prior officer but has  recognized the debt for financial
statement purposes in the amount of $249,860. Also, during the year, the Company
was  successful in a lawsuit  against  prior  officers of the Company to rescind
3,520,419  shares.  No gain or loss was  recognized on this  rescission  and the
Company issued 2,500,000 shares to its present  officer/director.  Fair value of
the common stock issued has been reported net of rescission under FASB 123.

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 2000

5.   Income Taxes
     ------------
The Company has available net operating loss  carryforwards  of $1,950,000  that
expire through 2020.

After consideration of all the evidence, both positive and negative,  management
has  determined  that a full  valuation  allowance  is  necessary  to reduce the
deferred  tax assets to the amount that will more  likely than not be  realized.
Accordingly,  components  of the  Company's  net  deferred  income  taxes are as
follows:

                                                            1999        2000
                                                         ----------  ----------
     Deferred tax assets:
     Net operating loss carryforwards                    $  870,000  $1,950,000
     Valuation allowance for deferred tax asset            (870,000) (1,950,000)
                                                         ----------  ----------
                                                         $       --  $       --
                                                         ==========  ==========

6.   Equity Transactions
     -------------------
On August 31,  1999,  pursuant to an Agreement  and Plan of merger,  the Company
acquired all the issued and outstanding stock of Unergi, Inc. (a Nevada company)
in exchange for fair value of 16,566,667 shares of the Company's $.001 par value
common stock. Unergi was liquidated and the goodwill of $677,594 was capitalized
and amortized over 15 years.

On March 9, 2000, the Company acquired 100% of the issued and outstanding common
stock of Scovel  Management,  Inc. (a Delaware  company) office in the amount of
$500 in exchange for fair value of 500,000 shares of the Company.

On May 19,  2000,  the Company  entered into an  agreement  with Swartz  Private
Equity  (Swartz)  to  provide  an equity  line of up to  $25,000,000  during the
three-year  period  following  the  effective  date of September 28, 2000 of the
registration statement covering the Swartz Agreement. The Company may sell stock
to Swartz under a "put  right".  The Company is required to issue and deliver to
Swartz  "additional  warrants"  to  purchase a number of shares of common  stock
equal to 10% of the common shares issued to Swartz in each  applicable put. Each
"additional  warrant" will be exercisable  at a price that will initially  equal
110% of the  market  price for that put and  thereafter  may be reset  every six
months.  The warrants are  immediately  exercisable  and have a term  expiring 5
years thereafter.  Certain provisions of the Agreement provide that Swartz shall
receive the "additional"  warrants so that the sum of "commitment  warrants" and
"additional  warrants" may equal up to 4.0% of the fully  diluted  shares of the
Company's  common  stock.  As part of this  agreement,  the  Company  has issued
1,000,000  initial  "commitment  warrants",  expiring March 21, 2005 to purchase
1,000,000  shares of the Company's  common stock.  The initial exercise price of
these  "commitment  warrants"  is $.30.  Utilizing  the Black  Scholes  formula,
assuming a 5-year life,  no expected  dividends,  volatility of 35% and interest
rate of 6%, the Company determined that the fair value

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 2000

Equity Transactions - Cont'd
----------------------------

of commitment warrants issued to be $57,200 that is charged to expense in 2000.

7.   Stock options and warrants
     --------------------------
On June 26, 2000,  the Company's  Board of Directors  adopted the New Millennium
Media International, Inc. 2000 Stock Option Plan (the "Plan"). The Plan provides
for the issuance of incentive  stock options  (ISO's) to any  individual who has
been employed by the Company for a continuous period of at least six months. The
Plan also  provides for the  issuance of Non  Statutory  Options  (NSO's) to any
employee  who has been  employed by the Company  for a  continuous  period of at
least six months, any director or consultant to the Company. The total number of
shares of common stock  authorized  and reserved for issuance  under the Plan is
3,000,000 shares.  The Board shall determine the exercise price per share in the
case of an ISO at the time an option is  granted  and shall be not less than the
fair market  value or 110% of fair market  value in the case of a ten percent or
greater stockholder. In the case of an NSO, the exercise price shall not be less
than  the fair  market  value of one  share of stock on the date the  option  is
granted. Unless otherwise determined by the Board, ISO's and NSO's granted under
the Plan have a maximum  duration  of 10 years.  As of  December  31,  2000,  no
options have been granted under the Plan.

Also, in February 2000, the Company issued options to purchase 500,000 shares at
$1.00  expiring in two years and in March 2000,  the Company  issued  options to
purchase  100,000  shares at $2.25  expiring in two years.  Utilizing  the Black
Scholes formula, the Company has determined that the fair value of these options
granted has no effect on loss or loss per share.

8.   Restatement Information
     -----------------------

Information concerning restatement of net loss:

                                                                        2000
                                                                     ----------

     Fair value of common stock warrants
     (1,000,000 issued and outstanding;
     exercisable at $.30 expiring
     March 21, 2005                                                  $   57,200

     Common stock, 10,000 shares subscribed
     at $.50 per share not previously reported                            5,000
                                                                     ----------
     Net Increase in loss previously reported                        $   62,200
                                                                     ==========