As filed with the Securities and Exchange Commission on April 15, 2002

Registration No. ________

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

                                   FORM 10-KSB
                                    (Amended)

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

<PAGE>

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

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

The issuer (1) filed all reports  required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 12 months (or for such shorter  period that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No

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

The issuer's  revenues for its most recent  fiscal year ended  December 31, 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 8,610,047 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 8,610,047 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]

<PAGE>

                                     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.

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

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

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

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

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

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

                                       1
<PAGE>

ads), to LED (light emitting  diode) signs.  Presently the plasma signs are used
indoors  and  generally  do not  have a  screen  size  larger  than  48  inches.
Advertisers  soon learned that  rotating  signs attract the attention of viewers
more  effectively  than static signs.  The most prominent LED display sign is in
Times  Square  in New  York  City.  Despite  the  effectiveness  of LED  outdoor
advertising,  the  billboard  industry is moving  slowly to the LED display sign
because most large companies have a substantial  investment in static signs. The
cost to change a  traditional  static  board to an LED display is  approximately
$1,000.000 to $2,000.000 depending on the size of the LED sign. This, of course,
includes the electronics necessary to operate the sign from remote locations. In
many  instances,  because  of the  additional  weight  of the  LED  sign,  it is
necessary to erect an entire new foundation  along with  accompanying  supports.
Another reason is that LED signs may only be installed in certain  traffic areas
because  many cities and states have  regulations  that  prohibit  LED and prism
signs on the basis that the signs may be distracting to passing  drivers and may
lead to an  increase  in the  number of  traffic  accidents.  NMMI has  targeted
markets where this may not be an issue.

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

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

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

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

The LED display  boards are generally  placed out doors either  freestanding  or
affixed  onto the sides of buildings  or located in athletic  stadiums.  The LED
boards  range  in size  from 8 feet by 10  feet to 20 feet by 30 feet  and  even
larger in customized designs. They are capable of

                                       2
<PAGE>

displaying a near infinite  number of stationary or full motion images.  Because
the images need to be programmed  into the LED boards,  it is necessary that our
graphic  arts  department  be  involved  in both  the  design  and set up of the
intended displays.

NMMI has a strategic  relationship with E-Vision LED, Inc., a U.S. based company
whose  affiliates  manufacture  these high quality LED units (See above  heading
Risk Factors,  subheading Strategic  Relationships).  E-Vision will sell the LED
boards to NMMI for a less than retail price and will share in the revenues  that
the LED boards  produce.  This allows  NMMI to procure  the highest  quality LED
display boards at a greatly  reduced cost.  Because these LED boards can run any
commercial format on any sized board, we feel that NMMI has a strong competitive
advantage over other similar display boards for which the visual display must be
reformatted.  Formatting  often takes  weeks.  E-Vision  LED  displays  will run
consistent  color  quality and clarity.  These LED boards have the  potential to
display  countless  images in full color  both  static  and full  motion.  Color
quality  and  clarity  are  very  important  to  national  advertisers  who want
consistency of colors on all boards. E-Vision will assist NMMI with training and
support  from the first  board and with  ongoing  assistance  in all  aspects of
programming,   technical  and  software  support.   Because  of  this  strategic
relationship,  E-Vision and its  affiliates  will supply  NMMI,  free of charge,
software upgrades as they become available.

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

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.

                                       3
<PAGE>

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 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

                                       4
<PAGE>

          2001
          ----
          First Quarter                .080             .080
          Second Quarter*             1.700            1.350
          Third Quarter               1.170            1.110
          Fourth Quarter               .580             .470

          *Note:  On May 18,2001 the issuer shares split 5:1. The second quarter
          prices reflect the post split prices.

There are outstanding warrants to purchase 242,274 (post split number of shares)
shares of our common  stock at a price of $1.50 per share and may be reset every
6 months  thereafter.  These  warrants  were  issued to Swartz on March 21, 2000
(200,000  shares),  April 17, 2001  (16,796  shares)  and July 17, 2001  (25,478
shares) in  consideration  of Swartz's  commitment to enter into the  Investment
Agreement.  The  warrants  expire on May 25,  2004,  April 17, 2006 and July 17,
2006,  respectively.  By contract, the holders of the warrants have the right to
have the common stock  issuable  upon  exercise of the warrants  included on any
registration  statement we file, other than a registration statement covering an
employee  stock plan or a  registration  statement  filed in  connection  with a
business combination or reclassification of our securities. The shares of common
stock to support these warrants are included in the SB-2 registration  statement
filed September 13, 2000 and as amendment filed March 18, 2002.

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

                                       5
<PAGE>

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 our  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  Sheet shows that our  Stockholders'  Equity has decreased
from $750,208 to 316,138, a decrease of $434,070 from calendar year 2000 to year
2001. This is due in large part to an increase of common stock subscribed in the
amount of $1,833,375 and an increase of additional paid in capital of 2,567,252.
The increase in current  liabilities from $813, 228 to $1,942,628 is principally
due to the  Company  continuing  to fund  its  operation  through  arm's  length
borrowing  (Notes Payable $612, 697) and Related Parties  borrowing  ($809,554).
The Accounts  Payable and Accrued Expenses  ($520,377)  increase from $93,118 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

                                       6
<PAGE>

the  display  board  continues  to produce  revenue  with no  additional  effort
necessary  to place the  display  board  because it remains in place at the host
venue so long as it continues to produce revenue for the host venue.

General and Administrative Costs and Expenses
---------------------------------------------
There was an increase in the General and  Administrative  Costs and  Expenses of
$320,916  (34%) for the 2000  calendar  year  compared  to calendar  2001.  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.

Interest Expense
----------------
Interest  Expense  increased by $13,204 from 2000 to 2001 (21%).  This  interest
expense increased primarily as a result of the Company financing its operational
growth through borrowing, debt transactions.

Depreciation and Amortization
-----------------------------
Depreciation  and  Amortization  increased  from 2000 to 2001,  an  increase  of
$56,899 (40%). 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.


Total Costs and Expenses
------------------------
The Total Costs and Expenses  have  increased  by $391,019,  an increase of 34%,
from 2000 to 2001. The discussion above describes  management's  analysis of the
salient issues relating to these Costs and Expenses.

Loss from Operations
--------------------
The net Loss from  Operations  for the  period  from 2000  ($1,008,813)  to 2001
($1,184,132)  shows an increase of 17%. As noted above,  the Income for the same
period  increased  by $215,700,  an increase of 146%.  In the past two years the
Company  has  reduced  this Loss  from  Operations  by 60%.  It should be noted,
however, that there is no assurance that this positive trend will continue.

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 10.5%  decrease.  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
and the LED display sign truck.

TRENDS AND EVENTS
In May of  2001  we  changed  our  operations  model  primarily  in that we have
regained the marketing role in-house.  Management  feels that this is a positive
change in that the Company

                                       7
<PAGE>

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 as reflected  in the 10.5%  decrease in the Basic and Fully
Diluted Loss Per Common Share.

ITEM 7.   FINANCIAL STATEMENTS

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

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

None.

                                    PART III

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

The following are officers and directors of the Company.

     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

                                       8
<PAGE>

with NMMI, Mr. Thatch dedicates his full time to his current position. He brings
leadership, marketing and strong management skills to the company.

ITEM 10.  EXECUTIVE COMPENSATION

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

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

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

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

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

                                       9
<PAGE>

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               18%
of America, Inc.(2)

(1)  Based upon December 31, 2001 shareholder list, 8,610,047 outstanding shares
     of common stock.
(2)  Gerald Parker,  Andrew  Badolato and Antonio Gomes are officers,  directors
     and majority  shareholders  in Investment  Management of America,  Inc. and
     were officers and directors of NMMI until January 2001.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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  the  option to  purchase,  at a price of par  value,  10% of any and all
additionally  authorized  and issued  shares of stock.  To date John  Thatch has
purchased 828,186 shares of restricted common stock under this option.

ITEM 13.  EXHIBITS AND REPORTS

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

                                       10
<PAGE>

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

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

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

Audited Fiscal Year End December 31, 2001

         Index to Financial Statements                        F-2

         Independent Auditor's Report                         F-3

         Balance Sheet, 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

                                       11
<PAGE>

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 15, 2002                          New Millennium Media International, Inc.


                                        By: ___/s/____________________________
                                            John "JT" Thatch, President/CEO

                                       12
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                              FINANCIAL STATEMENTS

                        as of year end December 31, 2000

                                      INDEX

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

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

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material   respects,   the  financial  position  of  New  Millennium  Media
International,  Inc.  at  December  31,  2000 and 2001  and the  results  of its
operations  and its cash  flows for the years then  ended,  in  conformity  with
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the  Company  has  incurred  losses for the years  ended
December 31, 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.

Richard J. Fuller, CPA, PA
Clearwater, Florida

March 31, 2002

                                      F-3
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                                 BALANCE SHEETS

                     December 31, 2000 and December 31, 2001

<TABLE>
<CAPTION>
                                                                                2000
                                                                             (RESTATED)          2001
                                                                            ------------     ------------
ASSETS
<S>                                                                         <C>              <C>
Current Assets
         Cash                                                               $         --     $     47,239
         Accounts receivable                                                      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        1,461,824
                                                                            ------------     ------------

Other Asssets
         Intangible Assets-net                                                   610,301          665,095
         Other assets                                                                 --           13,986
                                                                            ------------     ------------
              Total Other Assets                                                 610,301          679,081
                                                                            ------------     ------------

                                                                            $  1,563,436     $  2,258,766
                                                                            ============     ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
         Accounts payable and accrued expenses                              $     93,118     $    520,377
         Notes and loans payable                                            $     62,000     $    612,697
         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, 5,690,121 and 8,610,047 shares issued
              and outstanding, respectively, 2000 and 2001                         5,690            8,610
         Common stock warrants (200,000 and 242,274;
              exercisable at $1.50, respectively, 2000 and 2001)                  57,200           69,290
         Common stock options; 25,000 issued and
              outstanding; exercisable at $.005 per option                            --            1,175
         Preferred stock, par value $.001; 10,000,000 shares authorized,
              no shares issued and outstanding                                        --               --
         Additional paid in capital                                            2,769,445        5,336,697
         Deficit                                                              (2,082,127)      (3,266,259)
                                                                            ------------     ------------
                                                                                 750,208        2,149,513
         Less common stock subscribed                                                 --       (1,833,375)
                                                                            ------------     ------------
              Total stockholders' (deficit) equity                               750,208          316,138
                                                                            ------------     ------------

                                                                            $  1,563,436     $  2,258,766
                                                                            ============     ============
</TABLE>

                See accompanying notes and accountant's report.

                                      F-4
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                             STATEMENT OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001

                                                      2000
                                                   (Restated)          2001
                                                  ------------     ------------

Income                                            $    148,102     $    363,802

Costs and Expenses:
        General and administrative                $    952,434     $  1,273,350
        Interest expense                                63,587           76,791
        Depreciation and amortization                  140,894          197,793
                                                  ------------     ------------
              Total costs and expenses               1,156,915        1,547,934
                                                  ------------     ------------

Loss from Operations                                (1,008,813)      (1,184,132)
                                                  ------------     ------------


Net Loss                                          $ (1,008,813)    $ (1,184,132)
                                                  ============     ============

Basic and Diluted Loss Per Common Share           $      (0.19)    $      (0.17)
                                                  ============     ============

Weighted average common shares outstanding           5,255,049        7,150,084
                                                  ============     ============

                See accompanying notes and accountant's report.

                                      F-5
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                   STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY

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

<TABLE>
<CAPTION>
                                             COMMON STOCK       COMMON   COMMON    ADDITIONAL               COMMON        TOTAL
                                        ---------------------    STOCK    STOCK    PAID - IN                 STOCK     STOCKHOLDERS'
                                          SHARES      AMOUNT   WARRANTS  OPTIONS    CAPITAL     DEFICIT    SUBSCRIBED     EQUITY
                                        ---------- ----------  --------  -------  ----------    -------    ----------  ------------
<S>                                     <C>         <C>        <C>       <C>      <C>         <C>          <C>          <C>
BALANCE, JANUARY 1, 2000 - (RESTATED)    4,819,974  $   4,820  $     --  $    --  $  468,271  $(1,073,314) $        --  $  (600,223)

Fair value of shares issued for
   services to officers - net of
   rescission                             (204,083)      (204)                         2,704           --                     2,500

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

Shares issued:
   Fair value of stock issued in
      settlement of debt to
      stockholders'/officers in
      accordance with FASB 123             728,230        728                      1,490,316           --                 1,491,044
   Fair value of equipment (LED truck
      $450,000) net of debt ($107,000)      40,000         40                        342,960           --                   343,000
   Fair value of stock issued for
      goodwill of Scovel Management,
      Inc.                                 100,000        100                            400           --                       500

   Proceeds of stock issued for cash       206,000        206                        464,794           --                   465,000

Net loss for the period ended
     December 31, 2000                          --         --        --       --          --   (1,008,813)               (1,008,813)
                                        ----------  ---------  --------  -------  ----------  -----------  -----------  -----------
BALANCE, DECEMBER 31, 2000 -
   (RESTATED)                            5,690,121      5,690    57,200            2,769,445   (2,082,127)          --      750,208

Fair value of 42,274 warrants issued
   to investment bankers                                         12,090                                                      12,090

Issuance of 25,000 Stock Options                                           1,175                                              1,175

Shares issued:
   Fair value of stock issued for
      services                             634,926        635                        108,868                                109,503
   Common stock issued for cash          1,100,000      1,100                        923,900                  (333,375)     591,625
   Exercise of common stock options
      for cash ($500) and other fair
      value of borrowing cost              150,000        150                          7,519                                  7,669
   Fair value of stock issued in
      settlement of debt in accordance
      with FASB 123                         35,000         35                         27,965                                 28,000
   Shares issued (900,000 held by
      Company) for investment banker     1,000,000      1,000                      1,499,000                (1,500,000)          --

Net loss for the period ended
     December 31, 2001                                                                         (1,184,132)               (1,184,132)
                                        ----------  ---------  --------  -------  ----------  -----------  -----------  -----------
BALANCE, DECEMBER 31, 2001               8,610,047  $   8,610  $ 69,290  $ 1,175  $5,336,697  $(3,266,259) $(1,833,375) $   316,138
                                        ==========  =========  ========  =======  ==========  ===========  ===========  ===========
</TABLE>

                See accompanying notes and accountant's report.

                                      F-6
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                                 STATEMENT OF CASH FLOWS

                      FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001

<TABLE>
<CAPTION>
                                                                                 2000
                                                                               (RESTATED)          2001
                                                                              ------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                           <C>              <C>
     Net income (loss)                                                        $ (1,008,813)    $ (1,184,132)
     Adjustments to reconcile net income (loss) to net
        cash provided by (used in) operating activities:
           Depreciation and amortization                                           140,894          197,793
           Fair value of shares issued for services                                  2,500          124,504
           Fair value of warrants / options issued for services                     57,200           20,434
           (Increase) decrease in accounts receivable                              (16,636)          (6,758)
           (Increase) decrease in prepaid expenses                                  (9,220)         (38,559)
           (Increase) decrease in intangible assets                                     --         (100,000)
           (Increase) decrease in other assets                                          --          (10,304)
           Increase (decrease) in accounts payable and accrued expenses            (41,934)         448,977
                                                                              ------------     ------------
               Net cash provided by (used in) operating activities                (876,009)        (548,045)
                                                                              ------------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES
        Purchase of property and equipment                                         (19,972)        (690,263)
                                                                              ------------     ------------
           Net provided by (used in) investing activities                          (19,972)        (690,263)
                                                                              ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES
        Proceeds from notes payable                                                     --          570,000
        Reduction of debt                                                               --          (41,022)
        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        1,285,547
                                                                              ------------     ------------

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
           goodwill 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.

                                      F-7
<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

                                      F-8
<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.

     INTANGIBLE ASSETS
     -----------------

     Intangible  assets  represent  acquisition  costs in excess of net tangible
     assets of businesses  purchased and consists  primarily of client lists and
     goodwill. Under the purchase method of accounting,  the Company records the
     excess of the purchase price, including estimated fees and expenses related
     to the merger, over the net assets acquired as goodwill. The estimated fair
     values and useful  lives of assets  acquired  and  liabilities  assumed are
     based  on a  preliminary  valuation  and are  subject  to  final  valuation
     adjustments  which may cause some of the intangibles to be amortized over a
     shorter life than the goodwill amortization period of 15 years.

     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.

                                      F-9
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001


     FAIR VALUE OF FINANCIAL INSTRUMENTS
     -----------------------------------

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

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

     CASH 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        $    545,483     $    670,483
          Equipment                              460,319          497,445

          Graphic Equipment                        8,412           22,229

          Furniture & fixtures                     5,490            9,034

          LED Truck (under construction)              --          510,776
                                            ------------     ------------
                                               1,019,704        1,709,967
          Less accumulated depreciation          (95,555)        (248,141)
                                            ------------     ------------
                    Net                     $    924,149     $  1,461,826
                                            ============     ============

     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.

                                      F-10
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001


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
                                           ------------     ------------

          Goodwill - gross                 $    678,094     $    678,094
          Less accumulated amortization         (67,793)        (112,999)
                                           ------------     ------------

              Goodwill - net                    610,301          565,095


          Research and Development                   --          100,000
                                           ------------     ------------
                                                610,301          665,095
                                           ============     ============

     The amortization period for goodwill is 15 years in accordance with APB No.
     16. Research and  development  consists of costs related to the development
     of  video  prototype  equipment.  The  Company  evaluates  such  costs  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.

4.   NOTES AND LOANS PAYABLE
     -----------------------

     Notes and loans payable 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)                                  --       257,911


     Loans payable, unsecured                             62,000        30,978
                                                      ----------    ----------

                                                      $   62,000    $  612,697
                                                      ==========    ==========

                                      F-11
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001


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

     Related party payables consists of the following:

                                                         2000          2001
                                                      ----------    ----------

     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
                                                      ==========    ==========

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

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

     Under an agreement with Swartz Private Equity  (Swartz) the Company entered
     into an agreement to provide an equity line of up to $25,000,000 during the
     three year period following the effective date of September 28, 2000 of the
     registration statement covering the Swartz Agreement.  The Company may sell
     stock to Swartz under a "put  right".  The Company is required to issue and
     deliver to Swartz  "additional  warrants" to purchase a number of shares of
     common  stock  equal to 10% of the common  shares  issued to Swartz in each
     applicable  put. Each  "additional  warrant" will be exercisable at a price
     that  will  initially  equal  110% of the  market  price  for  that put and
     thereafter  may be reset every six months.  The  warrants  are  immediately
     exercisable and have a term expiring 5 years thereafter. Certain provisions
     of  the  Agreement  provide  that  Swartz  shall  receive  the  "additional
     warrants"  so  that  the  sum  of  "commitment  warrants"  and  "additional
     warrants" may equal up to 4.0% of the fully diluted shares of the Company's
     common  stock.  During  2000,  as part of this  agreement,  the Company has
     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" to 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.  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.

                                      F-12
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001


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  $2.25  expiring  in two  years.
     Utilizing the Black Scholes  formula,  the Company has determined  that the
     fair  value of these  options  granted  has no  effect  on loss or loss per
     share.

8.   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.

                                      F-13
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001


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

     The Company has available net operating  loss carry forwards of $3,100,000,
     which expire through 2021.

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

                                                         2000           2001
                                                     -----------    -----------
     Deferred tax assets:
        Net operating loss carry forwards            $ 1,950,000    $ 3,100,000
        Valuation allowance for deferred tax asset    (1,950,000)    (3,100,000)
                                                     -----------    -----------
                                                     $        --    $        --
                                                     ===========    ===========

                                      F-14
<PAGE>