As filed with the Securities and Exchange Commission on April 17, 2003

Registration No. ________

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

                                  FORM 10-KSB/A
                                  (3rd Amended)

[x]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 For the fiscal year ended December 31, 2001.

                                       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)

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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, 2001
were $363,802.

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 December
31, 2001 was  $3,890,930  (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
December 31, 2001 was 7,610,047 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  December  31,  2001,  the
registrant had 7,610,047 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 March 19,  2002,  amended  Form 10-KSB that was filed March 19,  2002,
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 Form S-8
filed June 4, 2001.

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

PART I

Item 1. Description of Business

Brief History
New Millennium Media International,  Inc. is a Colorado corporation organized on
April 21, 1998.  NMMI's principal place of business is located at 200 9th Avenue
North, Suite 210, Safety Harbor,  Florida 34695. NMMI is the successor by merger
to  Progressive  Mailer Corp.  (hereafter  "PMC"),  a  corporation  organized in
Florida  on  February  5,  l997.  In March 1997 and April  1998,  PMC  conducted
offerings  of its common  stock  pursuant  to the  exemption  from  registration
afforded  by Rule 504 of  Regulation  D under  the  Securities  Act of l933,  as
amended.  On November 3, l997, PMC received  clearance from the NASD to have its
common stock listed on the OTC Bulletin Board.

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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  Media,  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. For a more detailed analysis of this transaction
please see Notes to the Financial  Statements,  December 31, 2000 and 2001, Note
10, Restatement.

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.  The  transaction  was treated as a
recapitalization of NMMI.

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

BUSINESS OVERVIEW
For years the  billboard  industry  has seen several  consolidations  with large
corporate  owners  acquiring  smaller  (fewer  than 50  billboards)  independent
operators.  The purpose of these consolidations is to provide a platform for the
corporate owners to attract large regional and national  advertisers.  Billboard
advertising has evolved from painted signs without lights,  to lighted signs, to
vinyl  covered  signs,  to prism  boards  (three sided boards which rotate three
ads), to LED (light emitting  diode) signs.  Presently the plasma signs are used
indoors and

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generally  do not have a screen  size larger  than 60 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.

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  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.

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. In most
cases we retain  ownership of all types of the machines and sell the advertising
space on a monthly basis.

NMMI  distributes   throughout  the  United  States  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

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of the  trademark,  "IllumiSign-Eyecatcher"  for electric  sign  products in the
United States Department of Commerce, Patent and Trademark Office.

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.

OnScreen
On July 23, 2001, NMMI signed an exclusive licensing agreement with the inventor
of a new  technology  that  allows the  manufacture  of  large-scale  LED (light
emitting   diode)  video  displays  with  dramatic   improvements  in  cost  and
performance  (hereafter referred to as "OnScreen").  Under this agreement,  NMMI
will  continue  to  participate  in the  research  and  development  of this new
technology  and will have the exclusive  worldwide  marketing  rights to sell or
license the technology.  A working  prototype model for this technology has been
completed  and  successful  and the  development  team  has  decided  to  pursue
fabrication  of a  larger,  true-to-scale,  prototype  of the  OnScreen  display
technology.  In further  support of ongoing  research  and  development  of this
innovative  technology,  NMMI  formed  an  OnScreen  Scientific  Advisory  Board
consisting of six nationally  recognized scientific  technologic  individuals in
the field of science  and  technology  headed by David  Pelka,  all of whom have
earned  at least one  Doctor of  Philosophy  degree in a  scientific  discipline
relating to LED.

One of the main  constraints  in  large-scale  outdoor  LED screens has been the
excess heat  generated  by using  enough  power to drive the LED screens to make
them visible in direct  sunlight.  Although boards exist today that provide full
motion video in an outdoor  environment,  the spacing of LED's is fairly wide to
reduce  the heat  buildup.  This  wide  spacing  results  in  lower  resolution-
especially when the display is viewed from close up. The "OnScreen"  designs are
expected  to  dramatically  reduce the heat  impact and as a result  enable much
closer spacing of LED's. In addition to reducing the heat factor, these displays
will  be  lightweight   and  pliable   compared  to  rigid  LED  displays  being
manufactured  using  current  technology.  The  outcome  is  a  vastly  improved
resolution with the brightness necessary for high visibility outdoors.

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This new  technology is expected to create a broad range of products with better
resolution  and  brighter  pictures  that are  visible  in direct  sunlight.  In
addition,  the new LED technology produces an advantage that is not available in
today's  marketplace:  a more  lightweight,  pliable  display  that  can fit any
application.

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

Item 2. Description of Property

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

Item 3. Legal Proceedings

None.  The Company was 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, was seeking
to collect payment of a promissory note in the principal  amount of $50,000 plus
interest from February 1999 and attorney fees. This lawsuit has been settled and
satisfied in full.

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

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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.

For  additional  information  relating  to  Common  Equity  matters  please  see
hereafter in this filing Notes to the Financial Statement, December 31, 2000 and
2001, Note 6, Equity Transactions and Note 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 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

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.

As of December  31, 2001,  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  Private  Equity,  LLC  (hereafter  "Swartz") on March 21, 2000  (200,000
shares),  April 17, 2001 (16,796  shares) and July 17, 2001  (25,478  shares) in
consideration of Swartz's commitment to enter into the Investment Agreement. The
warrants expire on May 25, 2004, April 17, 2006 and July 17, 2006, respectively.
By contract, the holders of the warrants have the right to have the common stock
issuable upon exercise of the warrants included on any registration statement we
file, other than a registration  statement  covering an employee stock plan or a
registration  statement  filed in  connection  with a  business  combination  or
reclassification of our securities.  The shares of common stock to support these
warrants are included in the SB-2  registration  statement  filed  September 13,
2000 and as amendment  filed March 19, 2002.  As of December 31, 2001 there were
warrants  outstanding to purchase  100,000 and 25,000 shares at $1.50 and $0.025
per share. The 25,000 were exercised on January 2002.

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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
Generally,  the  Company  has thus far  funded  operations  and  investments  in
equipment through cash from equity financings and borrowing from private parties
as well as related  parties;  however,  there is no assurance that there will be
proceeds from these sources in the future.  For a further  explanation  of these
loan  transactions  please see  hereafter in this filing Notes to the  Financial
Statement,  December 31, 2000 and 2001, Note 4, NOTES AND LOANS PAYABLE; Note 5,
RELATED PARTY PAYABLES and Note 6, EQUITY TRANSACTIONS.

The attached  Balance  Sheets show that our  Stockholders'  Equity has decreased
from $139,907 to  ($348,957),  a decrease of $488,864 from calendar year 2000 to
year 2001.  This is due in large part to operational  losses and the Restatement
of the  transactions  as  described  in  this  filing  Notes  to  the  Financial
Statement,   December  31,  2000  and  2001,  Note  10,  RESTATEMENT.   A  major
consideration in the Property and Equipment  $537,676  increase is the LED truck
presently under  construction that is responsible for a $510,776  increase,  see
Notes to the Financial  Statement,  December 31, 2000 and 2001, Note 2, PROPERTY
AND  EQUIPMENT.  Notes and Loans Payable  account for an increase of $550,697 of
the company liabilities, see Notes to the Financial Statement, December 31,

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2000 and 2001,  Note 4, NOTES AND LOANS  PAYABLE  for a detailed  discussion  of
these  obligations  and Note 5, RELATED PARTY  PAYABLES for an accounting of the
$151,444 increase in these obligations.  As can be gleaned from these notes, the
company  continues to be funded through third party financing  obligations.  The
number of shares issued in 2001 has been restated from 8,610,047 to 7,610,047 to
reflect this 1,000,000 shares as not outstanding for balance sheet  presentation
purposes.  The common stock warrants increased from $57,200 to $280,990,  a 391%
increase over 2000.  This is the result of additional  warrants issued to Swartz
Private Equity,  LLC., for a more detailed discussion of this transaction please
see Notes to the Financial Statement, December 31, 2000 and 2001, Note 6, EQUITY
TRANSACTIONS, last paragraph.

Notably,  the Current  Assets has increase by $88,874 over 2000,  an increase of
307%  principally due to current cash and an increase of prepaid expenses for an
aggregate increase of total assets of $640,536 over the $953,135 value for 2000,
a 67% increase.  These assets,  however,  are off set by the Current Liabilities
for 2001 of $1,942,628, an increase of $1,129,400,  139% over 2000. The increase
in current  liabilities is principally due to the Company continuing to fund its
operation  through arm's length and related party borrowing as discussed  above.
The Accounts Payable ($541,355 for 2001) increase from $155,118 is primarily the
result of the Company now being fully operational; i. e., equipment purchased by
the Company,  but not yet paid and payment received by the Company for equipment
purchases for which the equipment has not yet been delivered.  Additionally, the
day-to-day  operation  of  the  business  incurs  temporary  liabilities  in the
Accounts  Payable.  For a further  explanation  of these  property and equipment
transactions  please  see  hereafter  in  this  filing  Notes  to the  Financial
Statement, December 31, 2000 and 2001, Note 2, PROPERTY AND EQUIPMENT.

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.

Results of Operations
Income
The revenue for the calendar year 2000, $148,102, when compared to calendar year
2001, $363,802 shows an increase of approximately 146 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.

                                        9
<PAGE>

General and Administrative Costs and Expenses
There was an increase in the General and  Administrative  Costs and  Expenses of
$693,936  (73%) for the 2001  calendar  year  compared  to calendar  2000.  This
increase is due primarily to the Company continuing to grow after 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.

Depreciation and Amortization
Depreciation  and  Amortization  increased  from 2000 to 2001,  an  increase  of
$56,899 (59%). 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 Inventory  line item to including them in the Property and Equipment line
item. In this line item (Property and Equipment) the display machines can now be
depreciated. For a further itemization of the property and equipment, please see
hereafter in this filing,  Notes to the Financial  Statement,  December 31, 2000
and 2001, Note 2, PROPERTY AND EQUIPMENT.

Impairment Loss
The  issues  of this  Impairment  Loss is  discussed  in  detail in Notes to the
Financial Statement,  December 31, 2000 and 2001, Note 3, INTANGIBLE ASSETS. The
fundamental  contractual  issues relating to this OnScreen product are described
above  in this  filing  under  Item 1,  Description  of  Business,  the  heading
"Business Overview".

Loss from Operations
The  Loss  from   Operations  for  the  period  from  2000  ($900,020)  to  2001
($1,535,155) shows an increase of 71% ($635,135). As noted above, the Income for
the same period  increased by $215,700,  an increase of 146%.  The major expense
item for 2001 was General and Administrative,  $1,646,370.  Many of the expenses
included  within  this line item are fixed  expenses  that are not  expected  to
increase as the income of the company grows such as the lease payments  included
in the  General  and  Administrative,  see  Notes  to the  Financial  Statement,
December 31, 2000 and 2001, Note 8, COMMITMENT AND CONTINGENCIES.

Gain on Debt Settlement
This issue is detailed in Notes to the  Financial  Statement,  December 31, 2000
and  2001,  Note  6,  EQUITY  TRANSACTIONS   (fourth  paragraph)  and  Note  10,
RESTATEMENT  (third paragraph).  Principally this is a reclassification  of this
debt settlement.

Interest Expense
Interest  Expense  increased by $223,512 from 2000 to 2001 (352%).  This expense
increased  primarily as a result of the Company financing its operational growth
through  borrowing,  debt  transactions  and the value of options  granted under
default  provisions  of certain  promissory  notes as  detailed  in Notes to the
Financial Statement, December 31, 2000 and 2001, Note 4, NOTES AND LOANS PAYABLE
and Note 5, RELATED PARTY PAYABLES.  Again, the reader needs to be reminded that
the Company has thus far funded  operations and investments in equipment through
cash from equity  financings  and  borrowing  from private and related  parties;
however, there is no assurance that there will be proceeds from these sources in
the future.

                                       10
<PAGE>

Total Costs and Expenses
The Total Other Income/Expense has increased from $451,265 in 2000 to ($287,099)
in 2001, a net increase of  ($738,364),  a net increase of 164%.  The discussion
immediately  above,  Gain on Debt  Settlement  and Interest  Expense,  describes
management's analysis of the salient issues relating to this increase.

Basic and Fully Diluted Loss Per Common Share
The Basic and Fully Diluted Loss Per Common Share  difference  from 2000 to 2001
calendar  years shows a 200%  increase,  from (0.09) to (0.27) for 2000 to 2001.
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. 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, the LED display sign truck and the innovative
OnScreen LED potential.

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 because of the increase in income and the  anticipation  the
company  will  reduce  expenses.  Several  of  the  items  in the  Statement  of
Operations  are  anticipated  to be  nonrecurring  in future  years  such as the
Impairment  Loss  and  Gain  on  Debt  Settlement.   By  eliminating  these  two
nonrecurring  items the net loss can be reduced from 306% to 79%. Although there
is no assurance what the future will hold for the company,  management continues
to use its best efforts to promote new  business for it current  product as well
as development of the innovative OnScreen product.

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.

                                       11
<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 40 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.

JENNIFER H. FREEMAN-GOGGIN, CORPORATE SECRETARY
Jennifer H.  Freeman-Goggin  has served as Corporate  Secretary  since August 7,
2001.  During this time she has  prepared,  managed and  maintained as permanent
records of the  corporation,  all official  corporate  minutes  (shareholder and
board of directors  meetings),  official corporate records and contracts as well
as additional  corporate  secretarial duties customarily  performed by corporate
secretaries and as authorized by the corporate by-laws.  As temporary  corporate
duties,   she  presently   oversees  all  corporate   office   management.   Ms.
Freeman-Goggin has 6 years of corporate management experience and three years of
college level business management education.  Prior to being appointed corporate
secretary  by the  Board of  Directors,  Ms.  Freeman-Goggin  managed  a finance
company  that owned and operated  over 18 offices  specializing  in  alternative
vehicle financing.  Ms. Freeman-Goggin devotes full time to her corporate duties
and brings a quality of innovative corporate ideas.

Item 10. Executive Compensation

The following  table lists the cash  remuneration  paid or accrued  during 1999,
2000 and 2001 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, 2000 and 2001.

                                       12
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                       SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------
                                                             Long Term Compensation
---------------------------------------------------------------------------------------------------------
                           Annual Compensation                  Awards             Payouts
---------------------------------------------------------------------------------------------------------
    (a)        (b)      (c)      (d)          (e)         (f)           (g)          (h)         (i)
---------------------------------------------------------------------------------------------------------
                                                       Restricted    Securities
  Name and                              Other Annual     Stock       Underlying     LTIP      All Other
 Principle            Salary    Bonus   Compensation    Award(s)    Options/SARs   Payouts   Compensation
  Position     Year     ($)      ($)        ($)           ($)           (#)          ($)         ($)
---------------------------------------------------------------------------------------------------------
<S>            <C>    <C>       <C>     <C>            <C>          <C>            <C>       <C>
   John                                 10,000         10% of all   Stock option             Per month:
  Thatch,      2001   140,000           expenses       issued       to be                    500 medical
 Pres./CEO                                             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 common  stock as of December 31, 2001 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                       21%
of America, Inc.(2)

Based upon December 31, 2001 shareholder list,  7,610,047  outstanding shares of
common stock.

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.

                                       13
<PAGE>

Item 12. Certain Relationships and Related Transactions

Except as set forth below,  none of our directors or officers,  nor any proposed
nominee for election as one of our  directors  or  officers,  nor any person who
beneficially owns, directly or indirectly,  shares carrying more than 10% of the
voting rights attached to our outstanding  shares, nor any relative or spouse of
any of the foregoing persons has any material interest,  direct or indirect,  in
any  transaction  in any  presently  proposed  transaction  which  has  or  will
materially affect the Company.

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,  as of  the  date  of the  contract,  ten  percent  of  the  issued  and
outstanding  common stock of the company plus stock options as determined by the
board of directors. As of December 31, 2001, John Thatch has been issued 828,186
shares of restricted  common stock and no stock options have been  determined by
the board of directors.

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.

                                       14
<PAGE>

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial  statements of the Company,  which are furnished  herein as of the
date of this  filing,  have been  audited  by  Richard  J.  Fuller,  CPA,  P.A.,
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, 2001

     Index to Financial Statements                          F-2

     Independent Auditor's Report                           F-3

     Balance Sheets, December 31, 2000
     and December 31, 2001                                  F-4

     Statement of Operations for each of
     the years ended December 31, 2000
     and 2001                                               F-5

     Statement of Shareholder's (Deficit) Equity
     from January 1, 2000 through
     December 31, 2001                                      F-6

     Statement of Cash Flows for each of the
     years ended December 31, 2000
     and 2001                                               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.

April 17, 2003                     New Millennium Media International, Inc.


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

                                       15
<PAGE>

                                 CERTIFICATIONS

I,  John  "JT"  Thatch,  as   CEO/President/Director  of  New  Millennium  Media
International, Inc., certify that:

1.   I have  reviewed this 2nd Amended  report on Form 10-KSB of New  Millennium
Media International, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
a  material  fact  or omit  to  state a  material  fact  necessary  to make  the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   Designed such  disclosure  controls and  procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b)   Evaluated the  effectiveness  of the registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)   Presented in this annual report our conclusions  about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
function):

a)   All  significant  deficiencies  in the  design  or  operation  of  internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

b)   Any fraud,  whether or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

                                       16
<PAGE>

Date: April 17, 2003               New Millennium Media International, Inc.


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

                                       17
<PAGE>

99.1 Certifying  Statement of the Chief Executive  Officer pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002

      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
                TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of New Millennium Media International, Inc.
(the  "Company") on Form 10-KSB for the period ended  December 31, 2001 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, John "JT" Thatch CEO/President of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and result of operations of the Company.

New Millennium Media International, Inc.


By: /s/                                      Dated this 17th day of April 2003
    ---------------------------------------
    John "JT" Thatch CEO/President/Director

                                       18
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                              FINANCIAL STATEMENTS

                        as of year end December 31, 2001

                                      INDEX

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

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

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

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

Statements of Stockholders' (Deficit) Equity ..............................  F-6

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

Notes to the 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, 2000 and 2001,  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 auditing standards  generally accepted
in the  United  States of  America.  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,  2000 and 2001  and the  results  of its
operations  and its cash  flows for the years then  ended,  in  conformity  with
accounting principles generally accepted in the United States of America.

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, 2000 and 2001. 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.

As discussed in Note 10 to the financial  statements,  the accompanying  balance
sheets as of December 31, 2002 and 2001,  the related  statements of operations,
stockholders(deficit)  equity  and cash flows for the years then ended have been
restated.


Richard J. Fuller, CPA, PA
Clearwater, Florida
March 31, 2002 (except for Note 10 as to which the date is April 10, 2003)

<PAGE>

                 NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                                 BALANCE SHEETS

                     December 31, 2000 and December 31, 2001

<TABLE>
<CAPTION>
                                                                                2000             2001
                                                                             (RESTATED)       (RESTATED)
                                                                             (NOTE 10)        (NOTE 10)
                                                                            ------------     ------------
ASSETS

Current Assets
<S>                                                                         <C>              <C>
         Cash                                                               $         --     $     47,239
         Accounts receivable - net                                                16,636           23,395
         Prepaid expenses                                                         12,351           47,227
                                                                            ------------     ------------
              Total Current Assets                                                28,987          117,861
                                                                            ------------     ------------

Property and Equipment
         Property and Equipment - net                                            924,148          951,048
         LED truck (underconstruction)                                                --          510,776
                                                                            ------------     ------------
                                                                                 924,148        1,461,824
                                                                            ------------     ------------
Other Asssets
         Intangible Assets-net                                                        --               --
         Other assets                                                                 --           13,986
                                                                            ------------     ------------
              Total Other Assets                                                      --           13,986
                                                                            ------------     ------------

                                                                            $    953,135     $  1,593,671
                                                                            ============     ============
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
         Accounts payable                                                   $    155,118     $    541,355
         Convertible debt                                                             --          591,719
         Related party payables                                                  658,110          809,554
                                                                            ------------     ------------

              Total Current Liabilities                                          813,228        1,942,628
                                                                            ------------     ------------

Long-term Liabilities                                                                 --               --

Stockholders' (Deficit) Equity

         Common stock, par value $.001; 15,000,000 shares
              authorized, 5,824,121 and 7,610,047 shares issued
              and outstanding, 2000 and 2001, respectively)                        5,824            7,610
         Common stock warrants (200,000 and 242,274;
              exercisable at $1.50, 2000 and 2001, respectively)                  57,200          280,990
         Common stock options; 25,000 issued and
              outstanding; exercisable at $.005 per option                            --          211,483
         Preferred stock, par value $.001; 10,000,000 shares authorized,
              no shares issued and outstanding                                        --               --
         Additional paid in capital                                            1,726,695        3,106,355
         Accumulated deficit                                                  (1,649,812)      (3,472,066)
                                                                            ------------     ------------
                                                                                 139,907          134,372
         Less deferred consulting expense                                       (149,954)
         Less common stock subscription receivable                                    --         (333,375)
                                                                            ------------     ------------
              Total stockholders' (deficit) equity                               139,907         (348,957)
                                                                            ------------     ------------

                                                                            $    953,135     $  1,593,671
                                                                            ============     ============
</TABLE>

                 See accompanying notes and accountant's report.

                                        2
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                            STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001

<TABLE>
<CAPTION>
                                                                        2000             2001
                                                                     (RESTATED)       (RESTATED)
                                                                     (NOTE 10)        (NOTE 10)
                                                                    ------------     ------------

<S>                                                                 <C>              <C>
Income                                                              $    148,102     $    363,802

Costs and Expenses:
     General and administrative                                     $    952,434     $  1,646,370
     Depreciation and amortization                                        95,688          152,587
     Impairment loss                                                          --          100,000
                                                                    ------------     ------------
          Total costs and expenses                                     1,048,122        1,898,957
                                                                    ------------     ------------

Loss from Operations                                                    (900,020)      (1,535,155)
                                                                    ------------     ------------

Other income (expense)
     Gain on debt settlement                                             514,852               --
     Interest expense                                                    (63,587)        (287,099)
                                                                    ------------     ------------
Total other income (expense)                                             451,265         (287,099)

Net Loss                                                            $   (448,755)    $ (1,822,254)
                                                                    ============     ============

Basic and Diluted Net Loss Per Common Share                         $      (0.09)    $      (0.27)
                                                                    ============     ============

Weighted average common shares outstanding                             5,255,049        6,650,084
                                                                    ============     ============
</TABLE>

                 See accompanying notes and accountant's report.

                                        3
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
             STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY

          FOR THE PERIOD FROM JANUARY 1, 2000 THROUGH DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                         COMMON STOCK          COMMON         COMMON      ADDITIONAL
                                                                    ---------------------       STOCK          STOCK        PAID-IN
                                                                      SHARES       AMOUNT      WARRANTS       OPTIONS       CAPITAL
                                                                    ----------------------------------------------------------------
<S>                                                                 <C>          <C>          <C>           <C>           <C>
Balance, January 1, 2000 - as originally reported                    4,819,975      4,820     $       --    $       --      468,271
EFFECT OF RESTATEMENT                                                                                                      (527,264)
BALANCE, JANUARY 1, 2000 - AS RESTATED (NOTE 10)                     4,819,975      4,820     $       --    $       --      (58,993)

Common stock rescinded                                                (704,084)      (704)                                      704
Common stock reissued to officer                                       331,334        331                                      (331)
Common stock reissued to officer                                       268,666        269                                      (269)
Common stock issued to officer                                         500,000        500                                     2,000
Fair value of 200,000 warrants issued to investment bankers                  -          -         57,200                         --
Acquisition of Scovel Management, Inc. - Recapitalization              100,000        100                                      (100)
Common stock issued for debt                                           128,230        128                                   280,376
Common stock issued for debt-related party                             134,000        134                                   695,554
Common stock issued for equipment (LED truck $450,000)
         net of debt ($107,000)                                         40,000         40                                   342,960
Common stock issued for cash                                           206,000        206                                   464,794
Net loss for the year ended
     December 31, 2000, as restated                                          -          -             --            --           --
                                                                    ----------------------------------------------------------------
BALANCE, DECEMBER 31, 2000 - AS RESTATED (NOTE 10)                   5,824,121      5,824         57,200            --    1,726,695
Fair value of 42,274 warrants issued to investment bankers                                        12,090
Shares issued:
     Fair value of stock issued for services                           500,926        501                                   420,276
     Common stock issued for cash and warrants exercise              1,100,000      1,100                                   923,900
     Exercise of common stock options for cash ($500)
         and other fair value of borrowing cost                        150,000        150                                     7,519
     Fair value of stock issued in settlement of debt
         in accordance with FASB 123                                    35,000         35                                    27,965
     Fair value of warrants issued for services                                                  211,700
     Fair value of options issued under promissory
         note default provisions                                                                               211,483

Net loss for the year ended
     December 31, 2001, as restated
                                                                    ----------------------------------------------------------------
BALANCE, DECEMBER 31, 2001, AS RESTATED (NOTE 10)                    7,610,047      7,610     $  280,990    $  211,483    3,106,355
                                                                    ================================================================

<CAPTION>
                                                                                                COMMON       TOTAL
                                                                    ACCUMULATED   DEFERRED       STOCK    STOCKHOLDERS'
                                                                      DEFICIT    CONSULTING    SUBSCRIBED    EQUITY
                                                                    ---------------------------------------------------
<S>                                                                 <C>          <C>          <C>           <C>
Balance, January 1, 2000 - as originally reported                   (1,073,314)                       --      (600,223)
EFFECT OF RESTATEMENT                                                 (127,743)                               (655,007)
BALANCE, JANUARY 1, 2000 - AS RESTATED (NOTE 10)                    (1,201,057)                       --    (1,255,230)

Common stock rescinded                                                      --                                      --
Common stock reissued to officer                                                                                    --
Common stock reissued to officer                                                                                    --
common stock issued to officer                                                                                   2,500
Fair value of 200,000 warrants issued to investment bankers                 --                                  57,200
Acquisition of Scovel Management, Inc. - Recapitalization                                                           --
Common stock issued for debt                                                --                                 280,504
Common stock issued for debt-related party                                                                     695,688
Common stock issued for equipment (LED truck $450,000)
         net of debt ($107,000)                                             --                                 343,000
Common stock issued for cash                                                --                                 465,000
Net loss for the year ended
     December 31, 2000, as restated                                   (448,755)                               (448,755)
                                                                    ---------------------------------------------------
BALANCE, DECEMBER 31, 2000 - AS RESTATED (NOTE 10)                  (1,649,812)        --             --       139,907
Fair value of 42,274 warrants issued to investment bankers                                                      12,090
Shares issued:
     Fair value of stock issued for services                                                                   420,777
     Common stock issued for cash and warrants exercise                                         (333,375)      591,625
     Exercise of common stock options for cash ($500)
         and other fair value of borrowing cost                                                                  7,669
     Fair value of stock issued in settlement of debt
         in accordance with FASB 123                                                                            28,000
     Fair value of warrants issued for services                                  (149,954)                      61,746
     Fair value of options issued under promissory
         note default provisions                                                                               211,483

Net loss for the year ended
     December 31, 2001, as restated                                 (1,822,254)                             (1,822,254)
                                                                    ---------------------------------------------------
BALANCE, DECEMBER 31, 2001, AS RESTATED (NOTE 10)                   (3,472,066)  (149,954)      (333,375)    (348,957)
                                                                    ===================================================
</TABLE>

                See accompanying notes and accountant's report.

                                       4
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                             STATEMENT OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001

<TABLE>
<CAPTION>
                                                                                  2000             2001
                                                                               (Restated)       (Restated)
                                                                               (NOTE 10)        (NOTE 10)
                                                                              ------------     ------------
<S>                                                                           <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                        $   (448,755)    $ (1,822,254)
     Adjustments to reconcile net income (loss) to net
        cash provided by (used in) operating activities:
            Depreciation and amortization                                           95,688          152,587
            Gain on debt settlement                                               (514,852)              --
            Impairment loss                                                             --          100,000
            Fair value of shares issued for services                                 2,500          435,778
            Fair value of warrants / options issued for services                    57,200          292,488
            (Increase) decrease in accounts receivable                             (16,636)          (6,759)
            (Increase) decrease in prepaid expenses                                 (9,220)         (34,876)
            (Increase) decrease in other assets                                         --          (13,986)
            Increase (decrease) in accounts payable                                (41,934)         386,236

                                                                              ------------     ------------
                Net cash provided by (used in) operating activities               (876,009)        (510,786)
                                                                              ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
        Purchase of property and equipment                                         (19,972)        (179,487)
        Purchase of license                                                             --         (100,000)
        LED truck                                                                       --         (510,776)
                                                                              ------------     ------------
            Net provided by (used in) investing activities                         (19,972)        (790,263)
                                                                              ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
        Proceeds from convertible debt                                                  --          591,719
        Proceeds from notes payable - related parties                              428,918          164,444
        Proceeds from common stock transactions                                    465,000          591,625
        Proceeds from exercise of common stock options                                  --              500
                                                                              ------------     ------------
            Net cash provided by (used in) financing activities                    893,918        1,348,288
                                                                              ------------     ------------

Increase (Decrease) in cash and cash equivalents                              $     (2,063)    $     47,239
Cash and cash equivalents at beginning of period                                     2,063               --
                                                                              ------------     ------------
Cash and cash equivalents at end of period                                    $         --     $     47,239
                                                                              ============     ============

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
            acquisition of Scovel Management, Inc.                            $        500     $         --
        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               --
        Fair value of shares issued (20,000 shares) for amounts previously
            owed to secretary / treasurer                                                            13,000
</TABLE>

                 See accompanying notes and accountant's report.

                                        5
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     -----------------------------------------------------------

     New Millennium Media  International,  Inc. (the Company) is a developer and
     marketer  of  advertising  space in  special  movable  advertising  display
     machinery  and LED  display  boards.  The  Company is a provider  of visual
     advertising through movable display boards and LED equipment.

     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 those
     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.

     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

                                        6
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONT'D.
     ---------------------------------------------------------------------

     allocate resources and in assessing performance.  The Company has evaluated
     this SFAS and does not believe it is applicable at this time.

     RECENT ACCOUNTING PRONOUNCEMENTS
     --------------------------------

     In June 2001, the Financial  Accounting  Standards  Board (FASB)  finalized
     SFAS No.  141,  "Business  Combinations"  (SFAS  141),  and  SFAS No.  142,
     "Goodwill and Other  Intangible  Assets" (SFAS 142).  SFAS 141 requires all
     business  combinations  initiated  after June 30, 2001 to be accounted  for
     using the purchase  method.  It also  requires  that the Company  recognize
     acquired intangible assets,  apart from goodwill,  if the intangible assets
     meet certain  criteria.  Upon  adoption,  the Company must  reclassify  the
     carrying  amounts of  intangible  assets and goodwill  based on criteria in
     SFAS 141.

     SFAS 142  establishes  new guidelines for accounting for goodwill and other
     intangible  assets. It requires that companies no longer amortize goodwill,
     but instead test goodwill for  impairment at least  annually.  In addition,
     SFAS 142  requires  that the Company (1) identify  reporting  units for the
     purpose of assessing potential future impairments of goodwill, (2) reassess
     the useful lives of other existing  recognized  intangible  assets, and (3)
     cease  amortization of intangible assets in accordance with the guidance in
     SFAS 142. SFAS 142 must be applied in fiscal years beginning after December
     31, 2001 to all goodwill and other intangible  assets recognized after that
     date,  regardless  of when  those  assets  were  initially  recognized.  In
     accordance with SFAS 142, the Company must complete a transitional goodwill
     impairment  test six months after adoption and reassess the useful lives of
     other intangible assets within the first interim quarter after adoption.

     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.  At  December  31,  2001  there were  options  and
     warrants to purchase  367,274  common shares  outstanding  which may dilute
     future earnings per share.


     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.

                                        7
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

     CASH AND CASH EQUIVALENTS
     -------------------------

     The Company  considers  all highly  liquid  investments  having an original
     maturity of three months or less as cash equivalents.

2.   PROPERTY AND EQUIPMENT
     ----------------------

     Property and equipment is summarized as follows:

                                                 2000             2001
                                             ------------     ------------
     Boards available for lease              $    545,482     $    670,482
     Equipment                                    460,319          497,444
     Graphic Equipment                              8,412           22,229
     Furniture & fixtures                           5,490            9,034
                                             ------------     ------------
                                                1,019,703        1,199,189
     Less accumulated depreciation                (95,555)        (248,141)
                                             ------------     ------------
               Net                                924,148          951,048
     LED Truck (under construction)                    --          510,776
                                             ------------     ------------
                                             $    924,148     $  1,461,824
                                             ============     ============

     The company  capitalizes  the cost of property and  equipment  and uses the
     straight-line method of depreciation over estimated useful lives of five to
     seven years once  available for use. Upon  retirement or other  disposal of
     property and equipment,  the cost and related accumulated  depreciation are
     eliminated   from  the  asset  and   accumulated   depreciation   accounts,
     respectively.  The  difference,  if any,  between the net asset  amount and
     proceeds is adjusted to Company earnings.

3.   INTANGIBLE ASSETS
     -----------------

     At the end of 2000  and  2001,  the  Company's  gross  and  net  amount  of
     intangible assets were as follows:

                                                 2000             2001
                                             ------------     ------------
     License                                 $         --     $    100,000
     Impairment reserve                                --         (100,000)
                                             ------------     ------------
                                             $         --     $         --
                                             ============     ============

     The License  consists of costs of  purchasing  an exclusive  license in the
     patent  for the  manufacture,  sale and  marketing  of  direct  view  video
     displays. At the purchase date of July 23, 2001 and as of December 31, 2001
     the  product  was in its  R&D  stages  and no  product  was  available  for
     marketing or sale.  The license is valid for the entire patent term and was
     therefore to be  amortized  over a patent life of 17 years from the earlier
     of the date the patent is granted or the  Company  obtains a product  ready
     for resale.  Accordingly,  there was no  amortization  in 2001. The Company
     evaluates  such  intangible  for  impairment  when  events  or  changes  in
     circumstances  indicate  that the carrying  amount of the assets may not be
     recoverable through the estimated  undiscounted future cash flows resulting
     from the use of these assets.  When any such impairment exists, the related
     assets will be written down to fair value. At December 31, 2001 the Company
     determined  that since a product  had not yet been  available  for sale and
     would not be available  for the  foreseeable  future,  that the license was
     impaired.  Accordingly,  an impairment  loss was recognized on December 31,
     2001.

                                        8
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

4.   CONVERTIBLE DEBT
     ----------------
     Convertible debt consists of the following:

                                                        2000            2001
                                                    ------------    ------------
     $250,000 notes payable, with interest
     accrued @ 5% and certain rights to
     purchase 25,000 shares of common stock @
     $.005 after 30 day maturity and 12,500
     shares each and every month thereafter         $         --    $    257,969

     $60,000 convertible notes payable, with
     interest accrued @ 12% (convertible $.10
     of debt into common stock)                               --          65,839

     $250,000 convertible note payable, with
     interest accrued @ 12% (convertible $1.00
     of debt into common stock)                               --         267,911
                                                    ------------    ------------
                                                    $         --    $    591,719
                                                    ============    ============

5.   RELATED PARTY PAYABLES
     ----------------------

     Related party payables consists of the following:

<TABLE>
<CAPTION>
                                                                        2000          2001
                                                                     ----------    ----------
<S>                                                                  <C>           <C>
     Payable to stockholders, non-interest bearing                   $  249,860    $  249,860

     $100,000 convertible note payable, with interest accrued
     @10%, (convertible $1.00 of debt into common stock)                102,500       112,750

     $125,000 convertible note payable, with interest accrued
     @ 15%, secured by equipment (convertible $1.00 of
     debt into common stock)                                            143,750       165,312

     $162,000 convertible notes payable, with interest
     accrued @ 8%, to officer/stockholder (convertible $.10
     of debt into preferred stock)                                      162,000       281,632

                                                                     ----------    ----------
                                                                     $  658,110    $  809,554
                                                                     ==========    ==========
</TABLE>

                                        9
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

     The Company  disputes a payable to a prior officer but has  recognized  the
     debt for financial statement purposes in the amount of $249,860.

     In 2000 the Company  settled  certain  debt through the issuance of 134,000
     common shares. (see Note 6)

     During 2000 the Company issued 500,000 to an officer (see Note 6)

6.   EQUITY TRANSACTIONS
     -------------------

     In March 2000, the Company was successful in a lawsuit  against three prior
     officers of the Company to rescind 704,084 shares and reallocate 600,000 of
     those  shares  to two of the  officers  resulting  in a net  rescission  of
     104,084  shares.  The par value of the  104,084  shares was  recognized  as
     contributed capital.

     In  March  2000  the  Company   issued   500,000   shares  to  its  present
     officer/director.  Fair value of the common  stock was  estimated at $0.005
     per share as no trades in the Company's  common stock were occurring during
     the period. The Company recognized a compensation expense of $2,500.

     On March 9, 2000 the  Company  issued  100,000  common  shares to  acquire,
     through merger into the Company,  100% of Scovel, Inc., a 1934 Exchange Act
     reporting  company,  in order to obtain  successor issuer status and comply
     with the new reporting  requirements  for OTCBB quoted  companies.  Scovel,
     Inc. was an inactive  company with no assets or  liabilities.  Accordingly,
     the  transaction  has been recorded as a  recapitalization  of the Company.
     (see Note 10-Restatement)

     In December  2000,  the Company  authorized  the issuance of 128,230 common
     shares  to a former  officer  to  settle  a loan of  $641,152  and  accrued
     interest of $154,204.  The common  stock  issued to the former  officer was
     treated as a third party  transaction  since that officer had no control or
     influence  over the Company and the stock was valued at the $2.1875  quoted
     trading price on the  settlement  date resulting in a gain on settlement of
     $514,852.

     In December  2000 the Company  authorized  the  issuance of 134,000  common
     shares to a principal  stockholder  in  settlement of loans of $670,000 and
     accrued interest of $25,688. The transaction was accounted for as a related
     party  transaction  with any difference  between the value of the stock and
     value of the debt charged to additional paid-in capital.

     During 2000 the Company issued 206,000 common shares for $465,000.

     During 2000 the company  issued 40,000 common shares in exchange for an LED
     truck with a fair value of $343,000.  The Company valued the transaction at
     the fair value of the truck since that value was  considered  more reliable
     than the quoted stock price due to limited  trading of the stock around the
     exchange date.

     During  June 2001 the Company  sold  500,000,  500,000  and 100,000  common
     shares for  $500,000  ($1.00 per share),  $375,000  ($0.75 per share),  and
     $50,000  ($0.50 per share),  respectively,  pursuant to a warrant grant and
     exercises and cash sales. The average sale price for the month was $0.84.

     During  2001 the Company  issued  328,186  common  shares to an officer and
     172,740 shares to others for services  rendered.  The shares were valued at
     the  contemporaneous  average  sale  price of $0.84 per share  (see  above)
     resulting in a compensation expense of $275,676 and a consulting expense of
     $145,101.

     During 2001 the Comp any issued  35,000  common shares in exchange for debt
     of $28,000.  The stock was valued at $0.80 per share which approximated the
     contemporaneous  sale  price of $0.84  per  share  on the  settlement  date
     resulting in no gain or loss on the exchange.

     Under an agreement with Swartz Private Equity  (Swartz) the Company entered
     into an agreement providing the Company an equity line of up to $25,000,000
     during the three year period following the effective date of

                                       10
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

     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  "purchase  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  "purchase  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 "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.  During 2000, as part of this  agreement,  the
     Company issued 200,000 initial  "commitment  warrants",  expiring March 21,
     2005 to purchase 200,000 shares of the Company's common stock. During 2001,
     the Company issued 16,796 and 25,478  "additional  warrants" expiring April
     17, 2006 and July 17, 2006,  respectively,  to purchase  42,274  additional
     shares of the Company's  common stock.  The initial exercise price of these
     "commitment  warrants" and "additional  warrants" is $1.50.  The accounting
     effect of the reset  provision on the 16,796  warrants,  which  occurred in
     October  2001,  was not  material.  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  to be  $57,200  and the  fair  value of the
     "additional  warrants" issued to be $12,090 which was charged to expense in
     2000 and 2001,  respectively.  During 2001 the Company  "put" and issued to
     Swartz 100,000 shares and issued another 900,000 shares  certificate  which
     were held by the  Company.  However,  contemporaneously  with the put,  the
     Company's SB-2 became not effective pursuant to a post-effective amendment,
     and  Swartz  was not  obligated  to  purchase  the  put  shares  under  the
     Agreement.  Management considers this a significant  contingency on the put
     obligation  and therefore  has not reflected the 1,000,000  total shares as
     outstanding  for balance sheet  presentation  purposes and for net loss per
     share purposes in accordance with Statement 128 "Earnings per Share".

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, 2001, 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  $1.50  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.

     In 2001 the  Company  granted  175,000  stock  options  pursuant to default
     provisions  of  certain  promissory  notes.  The  options  were  valued  at
     $211,483,  which was charged to interest  expense,  using the Black-Scholes
     options  pricing model with a 0.08 expected life, 76% expected  volatility,
     zero expected dividends and an interest rate of 2.59%.

     In 2000 and 2001 the Company issued 200,000 commitment  warrants and 42,274
     additional warrants, as discussed in Note 6.

     In May 2001 the Company  granted  500,000  warrants at $0.75 exercise price
     and 500,000  warrants at $1.00  exercise  price for services under two year
     consulting agreements. The consultants were fully vested on the

                                       11
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

     grant date  thereby  establishing  a  measurement  date for the  consulting
     expense. The expense was determined using the Black-Scholes model resulting
     in an expense of $211,700.  During 2001, $61,746 of this value was expensed
     and $149,954  was  reflected as deferred  expense  deducted  from equity at
     December 31, 2001. The Black Scholes formula,  assumed a 0.08 year life, no
     expected  dividends,  volatility  of 76% and interest  rate of 3.7%.  These
     options were exercised in June 2001.

     During  July to December  2001,  the  Company  granted  options to purchase
     common  stock at $.025 per share  under the default  provisions  of certain
     promissory  notes.  The options  were valued  using a  Black-Scholes  model
     resulting  in an interest  expense of $211,483 in 2001.  The Black  Scholes
     formula, assumed a 0.08 year life, no expected dividends, volatility of 76%
     and interest  rate of 2.59%.  These options have been  typically  exercised
     immediately or within one month.

8.   COMMITMENTS AND CONTINGENCIES
     -----------------------------

     The Company conducts its operations from facilities that are leased under a
     five-year  non-cancelable operating lease expiring in April 30, 2006. There
     is an option to renew the lease for an additional five years and subject to
     rental  escalation  at the  beginning of the second year,  at the Consumers
     Price Index or 3% per annum, whichever is higher.

     The following is a schedule of future minimum lease payments required under
     the above operating lease as of December 31, 2001:

               Year Ending December 31,                       2001
                                                           ----------

                         2002                              $  133,971
                         2003                                 137,990
                         2004                                 142,130
                         2005                                 146,394
                         2006                                  49,397

                                                           ----------
                                                           $  609,882
                                                           ==========

     Rental  expense   amounted  to  $86,659  and  $135,726  in  2000  and  2001
     respectively. No long-term lease commitment existed at the end of 2000.

9.   INCOME TAXES
     ------------

     There was no income tax expense in 2000 and 2001 due to the  Company's  net
     losses.

     The Company's tax expense  differs from the  "expected" tax expense for the
     periods ended December 31, 2001 and 2000, (computed by applying the Federal
     Corporate tax rate of 34% to loss before taxes), as follows:

                                                       2000            2001
                                                   ------------    ------------
     Computed "expected" tax expense (benefit)     $   (152,577)       (619,566)
     Change in valuation allowance                      152,577         619,566
                                                   ------------    ------------
                                                   $         --    $         --
                                                   ============    ============

                                       12
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

     The tax  effects of  temporary  differences  that gave rise to  significant
     portions of deferred  tax assets and  liabilities  at December 31, 2001 and
     2000 are as follows:

                                                       2000            2001
                                                   ------------    ------------
     Deferred tax assets:
       Net operating loss carry forwards           $    560,936    $  1,180,502
       Valuation allowance for deferred tax asset      (560,936)     (1,180,502)
                                                   ------------    ------------
                                                   $         --    $         --
                                                   ============    ============

     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.

     At December 31, 2000 the valuation  allowance  was  $560,936.  The increase
     during 2001 was $619,566.

     At December 31, 2001,  the Company has available  net operating  loss carry
     forwards of approximately $3,472,066, which expire through 2021.

10.  RESTATEMENT
     -----------

In August 1999, the Company acquired Unergi,  Inc. (in a merger with the Company
as the  survivor)  in exchange for  16,566,667  shares of the  Company's  common
stock.  The  transaction was recorded using the purchase method and $677,594 was
recorded as goodwill and  subsequently  amortized  over a 15 year period.  Since
Unergi,  Inc. was an inactive  private  company  acquired  only to  facilitate a
financing   transaction,   the  acquisition   should  have  been  treated  as  a
recapitalization  of the  Company,  rather  than as a business  combination.  In
addition,  $150,330 of the Company's expenses were paid by Unergi, Inc. prior to
the  recapitalization  which were not recorded by the  Company,  but should have
been recorded as contributed  capital. The revised accounting for these items in
the  accompanying  restated  year 2000  financial  statements  has the effect of
increasing  the  opening  balance  of  the  accumulated   deficit  by  $127,743,
decreasing net goodwill by $609,801,  decreasing  additional  paid-in capital by
$527,264 and decreasing  amortization expense by $45,206. The revised accounting
for these items in the accompanying  restated year 2001 financial statements has
the effect of  increasing  the  opening  balance of the  accumulated  deficit by
$127,743,  decreasing net goodwill by $564,095,  decreasing  additional  paid-in
capital by $527,264 and decreasing amortization expense by $45,706.

On March 9, 2000 the Company  issued  100,000 (as  restated  for 1 for 5 reverse
stock split) common shares to acquire,  through merger into the Company, 100% of
Scovel,  Inc.,  a 1934  Exchange  Act  reporting  company,  in order  to  obtain
successor issuer status and comply with the new reporting requirements for OTCBB
quoted  companies.  Scovel,  Inc.  was an  inactive  company  with no  assets or
liabilities.  Accordingly,  the  transaction  should  have  been  recorded  as a
recapitalization  of the  Company.  The  Company  recorded  the $500  par  value
(pre-reverse  split) of the 100,000 shares to goodwill.  The Company should have
recorded  the value to common  stock  with an  offsetting  charge to  additional
paid-in capital. The revised accounting for this transaction in the accompanying
restated  financial  statements  has the effect of reducing  goodwill in each of
fiscal years 2001 and 2000 by $500 and reducing  additional  paid-in  capital in
each of fiscal years 2001 and 2000 by $500.

The Company  recorded  641,152 shares issued to a former officer on December 12,
2000  (the  "Settlement  Date"),  in  exchange  for  debt,  as a  related  party
transaction  at the  value of the debt of  $795,356  with no gain or loss on the
transaction. The exchange should have been recorded as a third party transaction
since the former officer had no control or influence at the settlement date. The
revised value of the 641,152  common shares was  recomputed as $280,504 based on
the  $0.4875  trading  price  on the  settlement  date  resulting  in a gain  on
settlement of $514,852.  The revision of this item in the accompanying  restated
year 2000 financial  statements has the effect of increasing  gain on settlement
by  $514,852,  decreasing  the  additional  paid-in  capital  by  $514,852  and,
decreasing net loss by $514,852.  The revision of this item in the  accompanying
restated year 2001 financial statements has the effect of decreasing the opening
balance of the accumulated deficit by $514,852.

                                       13
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

During 2001 the Company had issued 1,000,000 common stock warrants for services.
The Company had not recorded the values of these  issuances on  operations.  The
effect of recording the value of these  issuances in the  accompanying  restated
year 2001  financial  statements is to increase net loss by $61,746 and deferred
consulting expense on the balance sheet by $149,954.

During 2001 the Company  granted  stock  options  under  default  provisions  of
certain  promissory  notes. The Company has recomputed the value of such options
using an option pricing model and has restated the expense  increasing  interest
expense by $210,308 in 2001.

The Company had previously  reflected certain "put" shares as outstanding on the
balance sheet and for net loss per share purposes.  The Company has revised this
presentation  since it determined that a significant  contingency  existed which
did not obligate the  investor to purchase  the "put'  shares.  There was no net
effect on equity. The net effect on net loss per share was an increase.

The  valuation of  issuances  of 500,926  shares of common stock for services by
officer and non-employees  were revised for fiscal 2001 based on contemporaneous
transactions  to increase  the value  charged to  operations  to  $420,777  from
$109,503,  an increase of  $311,274.  In  addition,  134,000  shares  which were
reflected as issued in 2001 should have been  reflected  as issued in 2000.  The
effect of the adjustments was to increase general and administrative expenses in
2001 by $311,274.

The  aggregate net effect of the above  restatements  decreased net loss and net
loss per share by $560,058 and $0.10,  respectively,  in 2000 and  increased net
loss and net loss per share by $638,222 and $0.08 respectively, in 2001.

The following tables present the impact of the adjustments and restatements on a
condensed basis.

Description                 Amount
                          Previously
                           Reported           As Adjusted
                           --------           -----------

Yr. ended December 31, 2000
  Revenues                 $ 148,102           $ 148,102
  Net loss                 1,008,813             448,755

Yr. ended December 31, 2001
  Revenues                 $ 363,802           $ 363,802
  Net loss                 1,184,132           1,822,254

New changes to Net

                                       14
<PAGE>