As filed with the Securities and Exchange Commission on March 30, 2001

Registration No. ________

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

                                   FORM 10-KSB

[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)

                         101 Philippe Parkway, Suite 300
                          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.
                         101 Philippe Parkway, Suite 300
                          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 $154,400.

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 March 15,
2001 was $8,865,263  (calculated by excluding  restricted shares, which includes
shares owned  beneficially  by  affiliates,  directors and officers,  14,434,800
shares  excluded).  See Item 11. The total  number of shares of issuer's  common
equity outstanding as of March 15, 2001 was 27,099,462 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 March 15, 2001, the registrant
had 27,099,462 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 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.

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 101 Philippe
Parkway,  Suite 300,  Safety  Harbor,  Florida  34695.  NMMI is the successor to
Progressive Mailer Corp. (`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 November 3, l997,
PMC received  clearance from the NASD to have its common stock listed on the OTC
Bulletin Board.

<PAGE>

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 as elected  President and Director of PMC. 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
shares  of PMC's  common  stock to  LuFam.  Pursuant  to the  terms of the Asset
Purchase    Agreement,    PMC    acquired    distribution    rights    to    the
IllumiSign-EyeCatcher  display system,  a special  advertising  display machine.
NMMI currently 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.

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.

New  Millennium's  common stock is traded on the Nasdaq OTC Bulletin Board under
the symbol NMMI.

Business Overview
NMMI provides two types of visual advertising: The Illumisign-Eyecatcher movable
display boards and LED display boards.  NMMI retains  ownership of both types of
the machines and sell the advertising space on a monthly basis.

NMMI has the exclusive United States  manufacture and distribution  license from
the patent owner for the Illumisign  EyeCatcher  display  boards.  This board is
steel  incased,  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 from 3 seconds to one hour. Because the poster material 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 Mechanical Eyecatcher movable displays are then placed
in various sites in stores,  shopping  malls,  movie  theaters and anywhere else
where indoor  poster type  advertising  is  feasible.  NMMI has  registered  the
trademark,  "Illumisign-Eyecatcher"  for electric  sign products with 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 10  feet to 20 feet by 30 feet  and  even
larger in custom designs.  They are capable of displaying a near infinite number
of either stationary or 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.  E-Vision will sell
the LED boards to NMMI

<PAGE>

at cost 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.   This  business   arrangement  is  designed  to  enable  NMMI  to  deploy
approximately  2 1/2  times the  number  of  boards  in a short  period of time.
Because these LED boards can run any  commercial  format on any sized board,  we
feel that NMMI has a strong competitive  advantage over other 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 two 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 U.S.

NMMI  purchased a mobile,  self  contained and  generated,  LED (light  emitting
diode) unit that contains a 10 feet x 13 feet full color digital display screen.
This truck  mounted  "Superscreen"  is similar to large LED screens  that can be
seen in indoor and outdoor sports stadiums. Any image that can be displayed on a
computer or  television  can be displayed on this LED screen at any location and
will run on any format,  including  live broadcast  feed.  This allows any venue
that  does  not  have a fixed  display  screen,  such  as  NASCAR  events,  golf
tournaments,  fishing  tournaments  and grand openings the ability to now have a
large  scoreboard  or  screen at their  event  which  can  travel  to  different
locations  on the tour.  This  mobile unit has  already  appeared  at  Universal
Studios, Walt Disney Event Productions,  Wal-Mart, Tampa Bay Buccaneer Game with
Pepin Distributing (a Budweiser Distributor), the opening home game of the Tampa
Bay  Lighting,  a Monday Night  football  promotion  with Hooters and many other
events.

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 will be marketed  throughout the 50 United States.  EyeCatcher  Marketing
Company  will  locate  and  contract  the  site  locations  as well as sell  the
advertising  for the display boards.  NMMI will retain  ownership of the display
boards and will supply the graphic artwork to the advertisers' specifications.

Employees
NMMI has eight 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. 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.

<PAGE>

Item 2. Description of Property.

NMMI owns no real estate. It has a one-year lease plus a two-year renewal option
with Investment Management of America, Inc. to occupy property located in Safety
Harbor,  Florida which lease  expires May 2, 2003.  This lease  includes  office
space and  sufficient  storage space to warehouse,  test and repair the machines
prior to their site placement. It is intended that, upon the various sites being
contracted,  the machines will 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 are repaired on-site whenever  possible.  Those machines that are
not  repairable  on-site are  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. January 24, 2001 the parties agreed to a settlement
whereby the Company paid $5,000 to Joseph Maenza and is obligated to pay $57,000
within 120 days.  When this payment is made,  the  litigation  will be dismissed
with prejudice.

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.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

As of March 15, 2001,  the Company  reported  27,099,462  outstanding  shares of
common  stock,  $.001 par value.  Based on a closing  market  price of $0.07 per
share, the outstanding common stock had a market capitalization of approximately
$1,896,962 at that time, which includes  restricted shares owned beneficially by
officers and directors.

The company has outstanding  1,000,000  warrants to purchase  additional  common
shares at a price of $0.30, subject to semiannual reset provisions,  expiring on
or before March 15, 2005.

Presently,  the  Company's  securities  are traded  under the NASDAQ  system OTC
Bulletin Board under the symbol "NMMI".

The  following  table sets forth the high and low bid prices of our common stock
on the last day of each quarter beginning with the first quarter of 1999 through
the fourth quarter of 2000. 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                              0.313       0.313
          Second Quarter                             0.406       0.406
          Third Quarter                              0.125       0.125
          Fourth Quarter                             0.120       0.120

          2000
          ----
          First Quarter                              1.250       1.250
          Second Quarter                             1.187       0.760
          Third Quarter                              0.650       0.430
          Fourth Quarter                             0.350       0.219

There were  approximately  355  shareholders and reported  beneficial  owners of
record of the Company's  common stock listed by the Company's  transfer agent as
of March 15, 2001.

The Company has not paid cash  dividends on its common stock and does not expect
to pay cash dividends on its common stock in the future.

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 an operational stage company, heretofore having been considered a
development  stage  company.   We  have  generated  cash  needs  through  equity
financings and loans from officers and  stockholders.  As an  operational  stage
company,  we have  devoted  substantially  all of our  efforts in  securing  and
establishing  new business.  We have engaged in  activities  in the  advertising
business,  but no significant  revenues have been generated to date. The primary
activity of the Company currently involves two types of visual advertising,  the
Illumisign-Eyecatcher  movable display boards and LED display boards.  We retain
ownership of both types of these  machines and sell the  advertising  space on a
monthly basis.

Liquidity and Capital Resources
To date,  our liquidity has been  principally  supplied by equity  financing and
loans from  related  parties.  As of  December  31,  2000 net cash  provided  by
financing activities was $888,918.  The total current liabilities have decreased
from  $1,810,536  as of December  31, 1999 to $813,228 as of December  31, 2000.
Accordingly,  for the same comparative  periods the total  stockholders'  equity
increased  from a negative  $624,323  to a positive  $750,208,  an  increase  of
$1,374,531.

<PAGE>

Results of Operations
The  discussion  and financial  statements  contained  herein are for the twelve
months ended December 31, 1999 and 2000. The following  discussion regarding the
financial  statements  of the  Company  should be read in  conjunction  with the
financial statements of the Company included herewith.

Gross revenues for the twelve months ended December 31, 2000 increased  $105,224
from twelve months ended December 31, 1999 from $49,176 to $154,400, an increase
of  approximately   300%.  This  is  due  primarily  to  our   concentration  on
establishing  new business and increasing  sales relating to both the IllumiSign
Eyecatcher and the LED display sign truck.

General and Administrative Expenses
The combined general and administrative and general and administrative - related
expenses for the twelve  months ended  December 31, 2000  increased  $519,825 in
comparison  to the twelve  months  ended  December  31,  1999 from  $376,707  to
$896,532,  an increase of approximately  238%. This increase is due primarily to
increased  staffing  levels,  higher  facility  costs and  professional  fees to
support the growth of our  infrastructure.  We expect to hire additional support
personnel and will incur  additional  costs  related to being a public  company,
including insurance for employees,  investor relations programs,  administrative
support and other related professional fees.

Net Loss
As a result of the above items, we incurred net loss for the twelve months ended
December 31, 2000 of $946,613  compared to $445,985 for the twelve  months ended
December 31, 1999, an increased loss of $500,628 or approximately 212%.

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.

At present John "JT" Thatch is the sole officer and director of the company.  He
serves as President and Chief  Executive  Officer.  Gerald C. Parker,  Andrew M.
Badolato and Antonio P. Gomes resigned their  respective  positions as directors
and officers:

     Name                 Age     Position
     ----                 ---     --------
     Gerald Parker        59      Chairman of the Board
     Andrew Badolato      38      Chief Financial Officer, Vice President/
                                  Corporate Finance and Director
     Antonio P. Gomes     38      Vice President/Strategic Planning

<PAGE>

The corporate by-laws require that,  except for resignation,  the 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.  It is expected that interim  directors and officers will be
appointed in compliance  with the by-laws to fill the vacancies until the annual
meeting of shareholders to be scheduled in June.

Gerald  C.  Parker,  Chairman  of the Board of  Directors  Mr.  Parker  has been
Chairman  of the  Board of the  Company  since  August  1999.  From  1997 to the
present, Mr. Parker has served as President of Investment Management of America,
Inc. From 1995 to 1997,  Mr.  Parker  served as President of St. James  Capital,
Inc.,  a private  real estate  company.  Mr.  Parker is a founder of Inktomi,  a
publicly traded firm that develops scalable network applications.  Mr. Parker is
chairman of all Investment Management of America, Inc. portfolio companies.

John "JT" Thatch, President/CEO and Director
John "JT" Thatch serves as Director,  CEO and President of New Millennium  Media
International,  Inc. He brings to the company  over 15 years of  entrepreneurial
experience. He has successfully founded, operated and managed his own businesses
and  limited  partnerships.  He brings  experience  in the areas of  management,
retail sales and financing.  J.T. has ties in the business  community and brings
solid  leadership  and integrity to the company.  His  experience and enthusiasm
will provide us with the ability to expand our growth within the  outdoor/indoor
advertising arena.

Andrew Badolato, Chief Financial Officer, Vice  President/Corporate  Finance and
Director  Mr.  Badolato  has been a director  and Vice  President  of  corporate
finance of the company since May 1999 and has been its Chief  Financial  Officer
since August 2000. Mr.  Badolato is the founder and Chief  Executive  officer of
Investment Management of America,  Inc., a strategic advisor of the company. Mr.
Badolato was the cofounder and  president of Military  Commercial  Technologies,
inc.  (Milcom.net)  and  is  the  Vice  President  of  Finance  for  Milcom.net,
ByeByenow.com  and Liquid Golf. Mr. Badolato is also a founder of Triton Network
Systems.  Mr.  Badolato  serves  on the  Board of  Directors  of all  Investment
Management of America,  Inc.  portfolio  companies.  Mr.  Badolato  attended St.
Thomas of Villanova University.

Antonio P. Gomes, Vice President/Strategic Planning and Director
Since  August  1999,  Mr.  Gomes has served as the Vice  President  of Strategic
Planning for the Company.  Since 1998,  Mr. Gomes has served as Chief  Operating
Officer  of  Investment  Management  of  America,  Inc.  From  April 1999 to the
present, Mr. Gomes has served as a director of Marketing of ByeByeNOW.com,  Inc.
From 1993 to 1998,  Mr.  Gomes  was the  Director  of  Marketing  for  Tropicana
Products,  Inc. Mr. Gomes received a B.B.A. from the University of Massachusetts
and a Masters in Business Administration from the University of Texas.

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.

<PAGE>

<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     ($)      ($)         ($)           ($)           (#)         ($)         ($)
------------------------------------------------------------------------------------------------------
  John                                              10% of all   Stock option             Per month:
 Thatch,                             10,000         issued       to be                    500 medical
Pres./CEO   2000   140,000           expenses       common       determined by            500 car
                                                    stock        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 issued common stock 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 have not been included in this table.

Name and Address                    Amount and Nature           Percent of Class
of Beneficial                       of Beneficial
Owner                               Ownership
----------------                    ----------------            ----------------
John Thatch                         2,500,000                          9%
President/CEO
and Director

Gerald Parker (2)                   -0-                                0%
Chairman

Andy Badolato (2)                   -0-                                0%
Director & Vice
President of Finance

Tony Gomes (2)                      -0-                                0%
Director & Vice President
Of Corporate Marketing

<PAGE>

Investment Management               12,632,080                        46%
of America, Inc.(2)(3)

Troy Lowrie                         2,250,000                          9%
(Resigned)(4)

Officers, Directors                 17,382,080                        64%
and Affiliates as a group

(1)  Based upon 27,099,462 outstanding shares of common stock.
(2)  Parker,   Badolato  and  Gomes  are   officers,   directors   and  majority
     shareholders in Investment Management of America, Inc.
(3)  Includes  3,000,000 shares of Series A Preferred stock traded with NMMI for
     3,000,000 shares of common stock.
(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.

Except as set forth below,  there have neither occurred within the preceding two
year period, nor are there pending or proposed,  any direct or indirect material
transactions  between  us and  any  of  our  directors,  executive  officers  or
controlling shareholders outside the ordinary course of our business.

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

<PAGE>

with the SEC electronically. The address of that site is http://www.sec.gov. The
company  filed no  reports on Form 8-K.  during  the last  quarter of the period
covered by this report.

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

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 30, 2001                     New Millennium Media International, Inc.


                                   By: /s/ John "JT" Thatch
                                       ------------------------------------
                                          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

                                       F-3
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                                 BALANCE SHEETS

                     December 31, 1999 and December 31, 2000

<TABLE>
<CAPTION>
                                                                                1999             2000
                                                                            ------------     ------------

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           28,441

         Preferred stock, par value $.001; shares authorized, 10,000,000
              no shares issued and outstanding                                        --               --
         Additional paid in capital                                              448,991        2,741,694
         Deficit                                                              (1,073,314)      (2,019,927)
                                                                            ------------     ------------
              Total Stockholders' (Deficit) Equity                              (624,323)         750,208
                                                                            ------------     ------------
                                                                            $  1,186,213     $  1,563,436
                                                                            ============     ============
</TABLE>

                                       F-4
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                             STATEMENT OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000

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

Income                                            $     49,176     $    154,400

Costs and Expenses:
        General and administrative                $    141,847     $    741,532
        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        1,101,013
                                                  ------------     ------------

Loss from Operations                                  (445,985)        (946,613)

Net Loss                                          $   (445,985)    $   (946,613)
                                                  ============     ============

Basic and Diluted Loss Per Common Share           $      (0.03)    $      (0.04)
                                                  ============     ============

Weighted average common shares outstanding          15,559,940       26,270,250
                                                  ============     ============

                                       F-5
<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            Additional                       Total
                                                 ---------------------------      Paid - in                    stockholders'
                                                    Shares          Amount         Capital        Deficit         equity
                                                 -----------     -----------     -----------    -----------     -----------

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

Shares issued to purchase Unergi, Inc.            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     $   448,991    $(1,073,314)    $  (600,223)

Shares issued for services to officers -
  net of recission                                (1,020,419)         (1,020)          3,520             --           2,500

Shares issued:
  in settlement of debt to related parties         3,641,152           3,641       1,487,403             --       1,491,044
  in connection with acquisition of equipment        200,000             200         342,800             --         343,000
  for Scovel Corporation                             500,000             500              --            500
  for cash                                         1,020,000           1,020         458,980             --         460,000


Net loss for the period ended
    December 31, 2000                                     --              --              --       (946,613)       (946,613)
                                                 -----------     -----------     -----------    -----------     -----------

Balance, December 31, 2000                        28,440,614     $    28,441     $ 2,741,694    $(2,019,927)    $   750,208
                                                 ===========     ===========     ===========    ===========     ===========
</TABLE>

                                       F-6
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                             STATEMENT OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000

<TABLE>
<CAPTION>
                                                            1999             2000
                                                        ------------     ------------
Cash Flows from Operating Activities:
<S>                                                     <C>              <C>
   Net loss                                             $   (445,985)    $   (946,613)
   Adjustments to reconcile net loss to net
       cash used in operating activities:
      Depreciation and amortization                           23,072          140,894
   (Decrease) in accounts receivable                              --          (16,636)
   (Decrease) in inventories                                 (66,946)            (124)
   (Decrease) in prepaid expenses                                 --           (9,096)
   Increase (decrease) in accounts payable                    49,007           (3,679)
   Increase (decrease) in accrued expenses                    96,221          (55,727)
                                                        ------------     ------------
      Total adjustments                                      101,354           55,632
                                                        ------------     ------------
          Net Cash Used in Operating Activities             (344,631)        (890,981)
                                                        ------------     ------------

Cash Flows from Investing Activities
   Purchase of goodwill                                           --               --
   Purchase of fixed assets                                   (2,539)              --
                                                        ------------     ------------
          Net Cash Used in Investing Activities               (2,539)              --
                                                        ------------     ------------

Cash Flows from Financing Activities
   Related payables refinancings                             296,033          428,918
   Proceeds from common stock issued                          46,389          460,000
                                                        ------------     ------------
          Net Cash provided by Financing Activities          342,422          888,918
                                                        ------------     ------------

Increase 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:
     Issuance of common stock for purchase of
       equipment, furniture and goodwill                $    677,594     $    450,500
     Less debts assumed                                     (661,027)        (107,000)
                                                        ------------     ------------
     Common stock issued                                $     16,567     $    343,500
                                                        ============     ============

     Issuance of common stock in settlement
       of related party debt
     Common stock issued                                          --        1,491,044
     Less related party debt                                      --       (1,491,044)
                                                        ------------     ------------
                                                        $         --     $         --
                                                        ============     ============
</TABLE>

                                      F-7
<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

New Millennium Media  International,  Inc.  (formerly  Progressive Mailer Corp.)
(NMMI or the Company) was incorporated under the laws of the State of Florida on
February 5, 1997.  On April 30, 1998, as part of a plan or  reorganization,  the
Company became New Millennium Media International,  Inc., a Colorado company. On
April 14, 1998,  all the assets of Lufam  Technologies,  Inc.  were  acquired in
exchange for 1,710,000  shares of the Company's $.001 par value common stock. On
August 31,  1999,  pursuant  to an  Agreement  and Plan of merger,  the  Company
acquired all the issued and  outstanding  stock of Unergi,  Inc. in exchange for
16,566,667  shares of the Company's  $.001 par value common stock.  Further,  on
March 9, 2000, the Company  acquired 100% of the issued and  outstanding  common
stock of Scovel Corporation in exchange for 500,000 shares of the Company.

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

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.

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.

                                       F-8
<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.
---------------------------------------------------------------------

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. As
noted in Note 5, the Company has initiated  several actions to generate  working
capital for expected advertising growth.

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 succeed.

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.

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.

<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.
---------------------------------------------------------------------

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 excess of the purchase price,  including estimated fees and expenses
related to the merger, over the net assets acquired is classified as goodwill by
the Company.  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

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 were made
available for rental. Depreciation is recognized for the year ended 2000 because
rental activity commenced during the year.

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  bases 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.

<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.
---------------------------------------------------------------------

Cash Equivalents
----------------

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

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.

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.

2.   Furniture, fixtures and equipment
     ---------------------------------

Furniture, fixtures and equipment is summarized as follows:

                                                1999              2000
                                             -----------       -----------
     Boards available for lease              $        --       $   545,483
     Equipment                                        --           468,731
     Furniture & fixtures                          4,249             5,490
                                             -----------       -----------
                                                   4,249         1,019,704
     Less accumulated depreciation                  (285)          (95,555)
                                             -----------       -----------
          Net                                $     3,964       $   924,149
                                             ===========       ===========

During the year 2000, the advertising boards became available for lease.

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.  The purchase price exceeded the fair value of the net assets  acquired
by $677,594  which has been recorded as goodwill.  On March 9, 2000, the Company
acquired 100% of the issued and outstanding  common stock of Scovel  Corporation
in exchange for 500,000 shares of the Company.

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 2000

Goodwill - cont'd.
------------------

Goodwill consists of the following:

<TABLE>
<CAPTION>
                                                              1999           2000
                                                           ----------     ----------
<S>                                                        <C>            <C>
Goodwill in connection with acquisition of
         Unergi, Inc. accounted for as a purchase
             with 16,566,667 common shares issued          $  677,594     $  677,594
         Scovel Corporation accounted for as a purchase
             With 500,000 common shares issued                     --            500
                                                           ----------     ----------

                                                              677,594        678,094
         Less accumulated amortization                        (22,587)       (67,793)
                                                           ----------     ----------

                  Net                                      $  655,007     $  610,301
                                                           ==========     ==========
</TABLE>

4.   Related party payables
     ----------------------

<TABLE>
<CAPTION>
     Related party payables consists of the following:        1999           2000
                                                           ----------     ----------

<S>                                                        <C>            <C>
       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, interest @8%
          to officer/stockholder(convertible $.10 of debt
                into preferred stock)                                        162,000
                                                           ----------     ----------
                                                           $1,596,012     $  658,110
                                                           ==========     ==========
</TABLE>

During the year,  the Company  issued common stock in settlement of certain debt
to stockholders and former officers. Currently, the Company disputes a note to a
prior officer but has recognized the debt for financial statement purposes.

5.   Income Taxes
     ------------

The Company has available net operating loss  carryforwards  of $1,950,000 which
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:

<TABLE>
<CAPTION>
                                                              1999           2000
                                                           ----------     ----------
      Deferred tax assets:
<S>                                                        <C>            <C>
          Net operating loss carryforwards                 $  870,000     $1,950,000
          Valuation allowance for deferred tax asset         (870,000)    (1,950,000)
                                                           ----------     ----------
                                                           $       --     $       --
                                                           ==========     ==========
</TABLE>

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 2000

6.   Equity Transactions
     -------------------

On May 2, 2000, the Company entered into an agreement with Swartz Private Equity
to provide an equity line of $25,000,000 based upon the Company issuing warrants
convertible  into  1,000,000  shares  of the  Company's  Common  Stock.  Certain
provisions  of the  Agreement  provide for the issuance of  additional  warrants
equal to 4.0% of the fully  diluted  shares of the Company's  Common Stock.  The
exercise price of the warrants is based in part upon the closing bid price for 5
trading days prior to March 6, 2000 or $.30.  Management  has entered into these
agreements,  in part, to provide the necessary  capital  needed for the expected
growth in outdoor advertising business.  As part of this agreement,  the Company
has issued 1,000,000 warrants.