As filed with the Securities and Exchange Commission on March 18, 2002

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          Classification Code Number)    Identification No.)
     organization)

                         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)

                                       1
<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 September
30, 2001 was $9,414,  871  (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
September 30, 2001 was 8,181,861 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  September  30,  2001,  the
registrant had 8,181,861 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 a Post  Effective  Amendment  that is  filed
contemporaneously herewith, amended Form 10-KSB that was filed October 24, 2001,
amended  Form 10-QSB 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

                                       2
<PAGE>

afforded  by Rule 504 of  Regulation  D under  the  Securities  Act of l933,  as
amended.  On November 3, l997, PMC received  clearance from the NASD to have its
common stock listed on the OTC Bulletin Board.

Effective April 8, 1998,  pursuant to an Asset Purchase  Agreement,  PROGRESSIVE
MAILER CORPORATION, a publicly traded Florida corporation,  in consideration for
six million four  hundred  thousand  (6,400,000)  shares of  Progressive  Mailer
Corporation   common  stock,   purchased  certain  designated  assets  of  Lufam
Technologies,  Inc., a privately  held  California  corporation.  These acquired
assets of LUFAM  TECHNOLOGIES  were valued at the net fair market  value that is
not a business combination under SFAS 141 as no exchange of control occurred. On
November 3, 1997 PMC received  clearance  from the NASD to have its common stock
listed  on the OTC  Electronic  Bulletin  Board  pursuant  to PMC's  application
submitted  to the NASD  pursuant  to NASD Rule 6740 and Rule  15c2-11  under the
securities Exchange Act of 1934.

Effective April 27, 1998,  pursuant to a merger  agreement,  PROGRESSIVE  MAILER
CORPORATION, a publicly trading Florida corporation,  merged with NEW MILLENNIUM
MEDIA  INTERNATIONAL,  INC., a privately held Colorado  corporation (NMMI). This
merger  qualified  as a statutory  merger and provided for all of the issued and
outstanding shares of stock in Progressive Mailer Corporation to be converted on
a one for one ratio for common stock of NMMI. It was further  provided that NMMI
would  be the  surviving  entity.  As a part  of this  merger  the  domicile  of
Progressive  Mailer  Corporation  was  authorized  to be changed from Florida to
Colorado.

Effective  August 31, 1999 UNERGI,  INC., a privately  held Nevada  corporation,
merged into NEW MILLENNIUM MEDIA, INC., a wholly owned subsidiary of NMMI, which
merger  qualified  as a tax free  reorganization  under  section  368(a)  of the
Internal  Revenue  Code  of  1986 as  amended.  The  merger  required  that  New
Millennium,  Inc. be the surviving  entity and all of the issued and outstanding
shares of stock in Unergi,  Inc. be prorata  converted to  16,566,667  shares of
common stock of NMMI.

Effective March 9, 2000 SCOVEL CORPORATION, a Delaware corporation,  merged into
NMMI in a transaction intended to qualify as a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code of 1986 as amended.  Prior to the
merger Scovel Corporation had filed with the Securities and Exchange  Commission
a registration  statement in form 10-SB which became  effective  pursuant to the
Securities  Exchange  Act of 1934 on  February  9,  2000  and was at the time of
merger a reporting company pursuant to Section (g) hereunder. At the time of the
merger  Scovel  Corporation  had timely  filed and was  current  on all  reports
required to be filed by it pursuant to Section 13 of the Securities Exchange Act
of 1934.  NMMI was the surviving  entity  resulting from the merger.  All of the
issued and outstanding  shares of Scovel Corporation were converted into 500,000
shares of restricted  common shares of NMMI. No assets were  transferred to NMMI
from Scovel other than goodwill that was valued based upon the fair value of the
500,000 shares of NMMI stock because of the lack of  marketability  of the stock
under FAS 141.

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

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<PAGE>

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 in Times Square in New York City.  Despite the  effectiveness  of LED outdoor
advertising,  the  billboard  industry is moving  slowly to 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. This, of course,
includes the electronics necessary to operate the sign from remote locations. 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 is that LED signs may only be installed in certain  traffic areas
because  many cities and states have  regulations  that  prohibit  LED and 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  United  States   distribution   and   manufacturing   rights  of  the
IllumiSign-Eyecatcher  front-lit  movable  display  boards.  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 poster size from 18" X 24" to 40" X 60". These signs can display
from 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  freestanding  or
affixed  onto the sides of buildings  or located in athletic  stadiums.  The LED
boards range in size from 8 feet by

                                       4
<PAGE>

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 above  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 sized board, we feel that NMMI has a strong competitive
advantage over other similar display boards for which the visual display must be
reformatted.  Formatting  often takes  weeks.  E-Vision  LED  displays  will run
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.   Because  of  this  strategic
relationship,  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 some 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.  All  marketing  is now under the  direct  supervision  and
control of the Company which 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.

                                       5
<PAGE>

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.

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. The settlement was reduced to a judgment
on January 17, 2002 on which there is a balance owed of  approximately  $16,000.
This balance owed 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 December 31, 2001, we reported  8,610,047  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 December 31, 2001.

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<PAGE>

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,  2000 and 2001.  The  quotations set
forth below reflect  inter-dealer  prices,  without retail mark-up,  markdown or
commission and may not represent actual transactions.

          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
          Fourth Quarter             .580       .470

          *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

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<PAGE>

of common stock to support these warrants are included in the SB-2  registration
statement filed September 13, 2000 and as amendment filed October 24, 2001.

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 stockholders.  As an operational  company, we devote
substantially  all of our efforts to securing and establishing new business.  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.  The Company presently  conducts all marketing in-house and continues to
use the EyeCatcherPlus logo, marketing material and website. Using this business
model,  management  feels that there  will be a 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 equity financings and borrowing from related parties; however,
there is no  assurance  that there will be  proceeds  from these  sources in the
future.

The attached  Balance  Sheet shows that our  Stockholders'  Equity has increased
from  ($600,223) to $750,208,  an increase of $1,350,431 from calendar year 1999
to year 2000.  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  from 1999 to 2000 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.

                                       8
<PAGE>

The Company is  intending  to receive  additional  financing  through the Swartz
equity line;  however,  there can be no assurance that we will receive financing
from Swartz.  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 and amendment thereof filed October 24, 2000.

Generally,  the Company has thus far been funded by proceeds  from common  stock
transactions that are not necessarily  isolated  transactions.  A compilation of
these  stock  transactions  appears  in the  Statement  of Cash Flows and Note 4
(Related Party Transactions) and Note 6 (Equity Transactions).

RESULTS OF OPERATIONS
Income
------
The revenue for the calendar year 1999, $49,176,  when compared to calendar year
2000, $149,400 shows an increase of approximately 204 percent.  This increase is
due primarily to receipt of  additional  revenues from the mobile LED truck unit
that  continues  to increase  event  bookings.  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 no  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
$577,025  (153%) for the 2000  calendar  year  compared to calendar  1999.  This
increase is due  primarily to the Company  becoming  fully  operational  in year
2000. This category in the Costs and Expenses includes all operational  expenses
other than  interest  and  depreciation  expenses.  By the  Company  being fully
operational  this  line  item  includes  such  items as rent,  salaries,  office
expenses and sales expenses.

Interest Expense
----------------
Interest  Expense  decreased by $31,795 from 1999 to 2000 (33%).  This  interest
expense  decreased  primarily  as a result  of the  Company  negotiating  equity
financing for debt transactions.

Depreciation and Amortization
-----------------------------
Depreciation  and  Amortization  increased  dramatically  from 1999 to 2000,  an
increase of $117,822 (511%). A major basis of this increase is because, starting
in year 2000, the Company's  policy  changed from  including the  EyeCatcherPlus
display machines in the

                                       9
<PAGE>

Inventory line item to including them in Furniture, Fixtures and Equipment. This
change  accounts for the marked  increase in the amounts shown in this line item
from 1999 to 2000. The increase is due primarily to an increase in the number of
machines and depreciable equipment purchase by the Company.

Total Costs and Expenses
------------------------
The Total Costs and Expenses  have  increased by $663,052,  an increase of 134%,
from 1999 to 2000. The following discussion describes  management's  analysis of
the salient issues relating to these Costs and Expenses.

Basic and Fully Diluted Loss Per Common Share
The Basic and Fully Diluted Loss Per Common Share  difference  from 1999 to 2000
calendar years is a 33% increase. The loss per common share is a function of the
Costs and  Expenses  versus  Income.  In the  opinion of  management,  this is a
positive trend the basis of which is discussed item-by-item immediately above. A
major portion of the Costs and Expenses are  non-reoccurring  costs.  We are now
fully  staffed  and  producing  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.

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  outgrew its leased  office and  warehouse  space and in August 2001
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 a work area for refurbishing and repairing.  When
the mobile LED screen  truck is not in use,  it is placed in a  specially  built
truck bay within the new warehouse area.

Although  there is no real  assurance  that this  trend  will  continue,  in the
opinion of management,  the cumulative effect of these events as described above
is a positive trend  notwithstanding  the 33% ($0.01)  increase in the Basic and
Fully Diluted Loss Per Common Share.

ITEM 7. FINANCIAL STATEMENTS

Financial  Statements are  incorporated  by reference  herein 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.

                                       10
<PAGE>

     Name                       Age          Position
     ----                       ---          --------
     John Thatch                40           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  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)
---------------------------------------------------------------------------------------------------------
  Name and    Year    Salary   Bonus   Other Annual     Restricted     Securities    LTIP     All Other
 Principle             ($)      ($)    Compensation   Stock Award(s)   Underlying   Payouts  Compensation
  Position                                 ($)             ($)        Options/SARs   ($)         ($)
                                                                          (#)
---------------------------------------------------------------------------------------------------------
<S>           <C>    <C>        <C>     <C>           <C>             <C>                    <C>
John Thatch,  2000   140,000             10,000        10% of all     Stock option            Per month:
 Pres./CEO                              expenses         issued          to be               500 medical
                                                      common stock     determined            500 car
                                                                        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.

                                       11
<PAGE>

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 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                        828,186                          10%
President/CEO
and Director

Investment Management            1,576,416                          19%
of America, Inc.(2)

Officers and Directors             828,186                          10%
(John "JT" Thatch)

(1)  Based upon  September  30, 2001  shareholder  list,  8,181,861  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 until January 2001.

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

                                       12
<PAGE>

A Preferred  stock for  3,000,000  shares of common  stock owned by IMA with the
understanding  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
purchased 328,186 shares of restricted common stock 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.

                                       13
<PAGE>

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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.

March 18, 2002                          New Millennium Media International, Inc.


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

                                       14
<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

                                       15
<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

                                       16
<PAGE>

                     NEW MILLENNIUM MEDIA INTERNATIONAL, INC

                                 BALANCE SHEETS

                     DECEMBER 31, 1999 AND DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                                          2000
                                                                           1999        (Restated)
                                                                       -----------    -----------
<S>                                                                    <C>            <C>
ASSETS
Current Assets
     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>

                                       17
<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
                                                   ============    ============

                                       18
<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>

                                       19
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                             STATEMENT OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000

<TABLE>
<CAPTION>
                                                                                                       2000
                                                                                        1999        (Restated)
                                                                                    -----------    -----------
<S>                                                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     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>

                                       20
<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.

                                       21
<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
-----------------
In accordance with SOP 98-5, the Company  currently  expenses  startup-up  costs
including  organization costs as incurred.  Organization costs incurred prior to
the effective date of SOP 98-5,  were amortized using the  straight-line  method
over  their  estimated  useful  lives of five  years and are stated at cost less
accumulated amortization.

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.
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.

                                       22
<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.

                                       23
<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    $   545,483
     Equipment                                                --        468,730
     Furniture & fixtures                                  4,249          5,490
                                                     -----------    -----------
                                                         549,732      1,019,703
     Less accumulated depreciation                          (285)       (95,555)
                                                     -----------    -----------
          Net                                        $   549,447    $   924,148
                                                     ===========    ===========

Furniture,  fixtures and equipment are depreciated over an estimated useful life
of 7 years  using the  straight-line  method of  depreciation.  Once  boards are
available for lease,  they continue to be depreciated even if not under contract
for a period of time.

In regards to equipment,  the  acquisition  of the LED truck is included at fair
value of the truck ($450,000)  which was more reliably  measurable and therefore
was the basis used in accordance with FAS 123.

3.   Goodwill
     --------

On August 31, 1999 the Company  acquired  all the  outstanding  stock of Unergi,
Inc. In accordance with APB 16, the following is disclosed.  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 sum of the fair value of tangible
and identifiable  intangible assets was negligible,  the cost of Unergi has been
recorded as goodwill.  No other identifiable assets or operations were received.
The  purchase  price  exceeded  the fair  value of the net  assets  acquired  by
$677,594 that has been  recorded as goodwill in accordance  with FAS 123 and, in
accordance with APB 17 has been amortized over 15 years using the  straight-line
method.

                                       24
<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,  Inc. in exchange for 500,000 shares of the Company in order to
obtain goodwill of Scovel valued at $500 in accordance with FASB No. 123.

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 ($16,567) and the
     assumption of debt of $661,027.                     $ 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.  No other assets were  acquired  other than the
fair market value  adjustment  of goodwill  determined  based upon fair value of
debt  assumed and par value of stock given the limited  trading  market for NMMI
stock.

                                       25
<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  2000,  the  Company  issued  common  stock  at fair  value in
settlement  of  certain  debt owed to  stockholders  and a former  officer.  The
Company   issued   641,152   shares  in   settlement  of  the  debt  owed  to  a
stockholder/officer,  in the principal  amount of $641,152 plus accrued interest
of $154,204  totaling  $795,356.  Further,  the Company issued 670,000 shares in
settlement  of the  debt  owed to a  stockholder,  in the  principal  amount  of
$670,000 plus settlement  charges of $25,688  totaling  $695,688.  Fair value of
stock  issued was book value of the debt  relieved  plus  accrued  interest  and
settlement charges totaling $1,491,044 in accordance with FAS 123. Excess of par
value in the amount of $1,487,403 was recorded as additional paid in capital.

Also,  during the year 2000,  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 FAS 123.

The Company disputes a payable to a prior officer, but has recorded the debt for
financial  statement  purposes  as a related  party  liability  in the amount of
$249,860 based upon the full amount of the prior officer's demand.

                                       26
<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,  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,  and in accordance with FAS
123, the following  information is disclosed.  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 per share of  common  stock.  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 of
commitment  warrants issued at the grant date (as to 250,000  warrants the grant
date of March 21,  2000,  500,000  warrants as of 10 days  subsequent  and as to
250,000 warrants upon the  effectiveness  of the  Registration  Statement) to be
$57,200 that was charged to expense in 2000.

                                       27
<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 in accordance with APB Opinion #
20:

                                                                     PER SHARE
                                                         2000         AMOUNTS
                                                     -----------    -----------
Net loss as previously reported                      $  (946,613)   $     (0.04)
   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       --
                                                     -----------    -----------
Net loss as restated                                 $(1,008,813)   $     (0.04)
                                                     ===========    ===========

                                       28