FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        For Quarter Ended March 31, 2003

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the Transition Period from _______ to _______

                          Commission file number 0-3338

                     MILLENNIUM BIOTECHNOLOGIES GROUP, INC.
                     --------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

             Delaware                                          22-1558317
             --------                                      -------------------
  (State or other Jurisdiction of                            (IRS Employer
  Incorporation or Organization)                           Identification No.)

            665 Martinsville Road, Suite 219, Basking Ridge, NJ 07920
            ---------------------------------------------------------
                (Address of Principal Executive Office)     (Zip Code)

                                 (908) 604-2500
                                 --------------
               (Registrant's telephone number including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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

                                 Yes [X] No [ ]

      The number of shares of Registrant's Common Stock, $0.001 par value,
            outstanding as of April 30, 2003, was 18,740,162 shares.


<PAGE>

              MILLENNIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY

                                      INDEX
                                      -----

                                                                           Page
                                                                          Number
                                                                          ------

PART 1 - FINANCIAL INFORMATION

Item 1  Financial Statements (unaudited)

        Consolidated Balance Sheet
        - March 31, 2003                                                      3

        Consolidated Statements of Operations
        - Three months ended March 31, 2003 and 2002                          4

        Consolidated Statements of Cash Flows
        - Three months ended March 31, 2003 and 2002                          5

        Notes to Consolidated Financial Statements                        6 - 12


Item 2  Management's  Discussion and Analysis of Financial
        Condition and Results of Operations                              13 - 14

Item 3  Controls and Procedures                                               15

PART II - OTHER INFORMATION 16

SIGNATURES                                                                    17

Certifications pursuant to Sections 906 and 302 of the
Sarbanes-Oxley Act of 2002                                               18 - 20


                                       2
<PAGE>

PART I - Item 1

              MILLENIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

ASSETS                                                           March 31, 2003
                                                                 --------------
     Current Assets
     Cash  ...................................................     $    5,502
     Accounts receivable, net of allowance for
        doubtful accounts of 16,193...........................         64,752
     Inventories .............................................        178,253
     Prepaid expenses ........................................         94,114
     Miscellaneous receivables................................          4,315
     Due from related party ..................................         79,843
                                                                   ----------
        Total Current Assets .................................        426,779
     Property and equipment, net of accumulated
        depreciation of $45,501...............................         84,828
     Patents, net of accumulated amortization of $960 ........         21,011
     Deposits  ...............................................         53,196
                                                                   ----------
TOTAL ASSETS .................................................        585,814
                                                                   ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (IMPAIRMENT)
LIABILITIES
     Accounts payable and accrued expenses ...................        888,115
     Due to officers..........................................        251,858
     Loans and notes related party ...........................        142,500
     Short term debt .........................................        919,527
                                                                   ----------
        Total Current Liabilities ............................      2,202,000
     Deferred royalties, less current portion.................         33,750
     Long-term debt  .........................................        128,750
                                                                   ----------
TOTAL LIABILITIES ............................................      2,364,500

STOCKHOLDERS' EQUITY (IMPAIRMENT)
     Preferred Stock, $1 par value, 810,360 shares authorized:
     Convertible, Series B, non-voting, 65,141 shares issued
       and outstanding, at redemption value ..................        130,282
     Cumulative, Series C, non-voting, 64,762 shares issued
       and outstanding .......................................         64,763
     Convertible, Series D, 0 shares issued and outstanding ..             --
     Common Stock, $0.001 par value, 75,000,000 shares
       authorized, 18,740,162 shares issued and outstanding...         18,740
     Additional paid-in capital ..............................      4,439,147
     Retained deficit ........................................     (6,431,618)
                                                                   ----------
TOTAL STOCKHOLDERS' EQUITY (IMPAIRMENT).......................     (1,778,686)

TOTAL LIABILITIES AND EQUITY (IMPAIRMENT) ....................     $  585,814
                                                                   ==========

                 See notes to consolidated financial statements


                                       3
<PAGE>

              MILLENIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                                   March 31,
                                                             2003           2002
                                                         ------------    ------------
<S>                                                      <C>             <C>
Total Revenues .......................................   $    216,218    $    162,972

     Cost of Goods Sold ..............................         78,142          74,726
                                                         ------------    ------------

Gross Profit .........................................        138,076          88,246

     Research and Development costs ..................          5,375           1,313
     Selling, general & administrative expenses ......        716,849         633,756
                                                         ------------    ------------

Loss from Operations .................................       (584,148)       (546,823)

Other Income (expense)
     Miscellaneous income ............................           --                22
     Interest expense, net ...........................       (221,315)         (1,888)
     Miscellaneous non-operating expense .............        (76,670)           --
                                                         ------------    ------------
Total Other Expense ..................................       (297,985)         (1,866)
                                                         ------------    ------------

Net Loss before taxes ................................       (882,133)       (548,689)

     Provision for income taxes ......................              0               0
Net Loss .............................................   $   (882,133)   $   (548,689)
                                                         ============    ============
Net Loss per Common Share ............................   $      (0.05)   $      (0.03)
                                                         ============    ============
Weighted Average Number of
     common shares outstanding .......................     18,355,866      15,983,868
                                                         ============    ============
</TABLE>
                 See notes to consolidated financial statements


                                       4
<PAGE>

              MILLENIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                      Three Months Ended
                                                           March 31,
                                                      2003         2002
                                                   ---------    ---------
Cash Flows from Operating Activities
     Net loss ..................................   $(882,133)   $(548,689)
     Adjustments to reconcile net loss to
      net cash provided (used) by
      Operating Activities
        Depreciation and amortization ..........       7,690        5,012
        Convertible feature of notes ...........       5,000         --
        Securities issued for interest .........     200,456         --
     Decreases (increases) in Assets
        Accounts receivable ....................     (45,865)     (54,703)
        Due from related party .................     (16,348)        --
        Inventories ............................      (9,557)    (144,072)
        Prepaid expenses .......................      51,538       47,986
        Other assets ...........................      10,863       (4,444)
     Increases (decreases) in Liabilities
        Accounts payable and accrued expenses..      107,070      182,712
        Due to officers ........................     (52,038)        --
                                                   ---------    ---------
Net Cash Used by Operating Activities ..........    (623,324)    (516,198)
                                                   ---------    ---------
Cash Flows from Investing Activities
     Purchases of equipment and fixtures .......        --         (7,732)
                                                   ---------    ---------
Net Cash Used by Investing Activities ..........           0       (7,732)
                                                   ---------    ---------
Cash Flows from Financing Activities
     Proceeds from loans and notes payable .....     517,000         --
     Repayment of loans and notes ..............     (99,261)        --
     Changes in long term royalties obligation..        --         (6,250)
     Issuance of common and preferred stock ....     167,417       50,000
                                                   ---------    ---------
Net Cash Provided by Financing Activities ......     585,156       43,750

Net (Decrease) in Cash .........................     (38,168)    (480,180)
Cash at beginning of period ....................      43,670      495,553
                                                   ---------    ---------
Cash at end of period ..........................   $   5,502    $  15,373
                                                   =========    =========

                 See notes to consolidated financial statements


                                       5
<PAGE>

              MILLENIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

      Millennium   Biotechnologies  Group,  Inc.  (the  Company  or  "Millennium
      Group"),  formerly  Regent  Group,  Inc.,  is a  holding  company  for its
      subsidiary Millennium Biotechnologies, Inc. ("Millennium").

      Millennium was  incorporated  in the State of Delaware on November 9, 2000
      and  is  located  in  New   Jersey.   Millennium   is  a  research   based
      bio-nutraceutical   corporation  involved  in  the  field  of  nutritional
      science.  Millennium's  principal  source of  revenue is from sales of its
      nutraceutical supplements, RESURGEX(TM) and PROSURGEX(TM) which serve as a
      nutritional support for immuno-compromised  individuals undergoing medical
      treatment for chronic debilitating diseases.

      The Company  acquired  Millennium  on July 27,  2001,  when it completed a
      merger with Millennium.  In the merger, new Convertible Preferred Series D
      stock was issued in exchange for all the outstanding  stock of Millennium.
      Such  preferred  shares were  convertible  into  approximately  96% of the
      outstanding common stock of the Company at the time of issuance. Under the
      terms of the  Agreement  and Plan of  Reorganization,  a new  wholly-owned
      Millennium  Group  subsidiary  merged  into  Millennium.   For  accounting
      purposes,  the merger has been  treated as an  acquisition  of  Millennium
      Group by Millennium, and a re-capitalization of Millennium. The historical
      financial  statements  prior to July 27,  2001,  are those of  Millennium.
      Subsequent  to July 27, 2001,  the financial  statements  are those of the
      Company  and its  wholly-owned  subsidiary  Millennium  on a  consolidated
      basis.

Basis of Presentation

      The accompanying  unaudited  consolidated  financial  statements have been
      prepared in accordance with generally accepted  accounting  principles for
      interim financial  statements and with the instructions to Form 10-QSB and
      Article 10 of Regulation S-X. Accordingly,  they do not include all of the
      information  and  disclosures  required for annual  financial  statements.
      These  financial  statements  should  be  read  in  conjunction  with  the
      consolidated  financial  statements and related footnotes  included in the
      Company's  annual  report on Form 10-KSB for the year ended  December  31,
      2002.

      In the opinion of the Company's management, all adjustments (consisting of
      normal  recurring  accruals)  necessary  to present  fairly the  Company's
      financial position as of March 31, 2003, the results of operations for the
      three  months  ended March 31,  2003 and 2002,  and the cash flows for the
      three months ended March 31, 2003 and 2002, have been included.

Principles of Consolidation

      The consolidated  financial  statements  include the accounts of Millenium
      Biotechnologies Group, Inc. and its subsidiary Millennium  Biotechnologies
      Inc.   ("Millennium").   All   significant   inter-company   balances  and
      transactions have been eliminated.


                                       6
<PAGE>

              MILLENIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Use of Estimates

      The  preparation of the 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  as of 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.

Property and Equipment

      Property and equipment are stated at cost less  accumulated  depreciation.
      Depreciation  is  calculated  using  the  straight-line  method  over  the
      estimated  useful  lives  of the  assets:  3-8  years  for  machinery  and
      equipment,  leasehold  improvements  are amortized over the shorter of the
      estimated  useful  lives  or  the  underlying  lease  term.   Repairs  and
      maintenance  expenditures  that do not extend the useful  lives of related
      assets  are  expensed  as  incurred.  For  Federal  income  tax  purposes,
      depreciation is computed under accelerated  methods over the assets' class
      life.

Patents

      Patents are capitalized and amortized over 240 months.

Revenue Recognition

      Revenue is recognized  at the date of shipment to customers  provided that
      the resulting receivable is deemed probable of collection.

Stock-Based Compensation

      The Company has adopted the  disclosure-only  provisions  of  Statement of
      Financial  Accounting   Standards  No.123,   "Accounting  for  Stock-Based
      Compensation".  The standards encourages,  but does not require, companies
      to recognize  compensation  expense for grants of stock, stock options and
      other equity instruments to employees based on fair value.

Loss Per Common Share

      Basic and diluted  loss per common share are computed by dividing net loss
      by the weighted  average  number of common shares  outstanding  during the
      periods,  giving  effect  retroactively  to the  conversion  of 268,605.73
      shares  Series D  convertible  preferred  stock into common shares and the
      reverse  split on a  one-for-twelve  basis,  of April 1,  2002.  Potential
      common  shares used in computing  diluted  earnings  per share  related to
      stock options, warrants,  convertible preferred stock and convertible debt
      which,  if exercised,  would have a dilutive effect on earnings per share,
      have not been included.


                                       7
<PAGE>

              MILLENIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Fair Value of Financial Instruments

      For  financial  instruments  including  cash,  prepaid  expenses and other
      current assets, short-term debt, accounts payable and accrued expenses, it
      was assumed that the carrying  values  approximated  fair value because of
      their short-term maturities.

Reclassification

      Certain reclassifications have been made to prior year balances to conform
      to the current year's presentation.

GOING CONCERN

      In their report for the fiscal year ended December 31, 2002, the Company's
      auditors had noted that the Company had incurred substantial losses during
      the last two fiscal years,  that there existed a working capital  deficit,
      and that the ability of the  Company to  continue  as a going  concern was
      dependent  on  increasing  sales  and  obtaining  additional  capital  and
      financing.  The  accompanying  financial  statements  do not  include  any
      adjustments that might be necessary if the Company were unable to continue
      as a going concern.  Management's  plans are to fund future  operations by
      seeking additional working capital through equity and debt placements with
      private and institutional investors, until cash flow from operations grows
      to a level sufficient to supply adequate working capital.

ACQUISITIONS AND MERGERS

      On July 27,  2001,  pursuant to an Agreement  and Plan of  Reorganization,
      Millennium paid Millennium  Group $146,000,  which was used to pay certain
      indebtedness of Millennium  Group. In addition,  in November and December,
      2001,  the Company paid off  pre-merger  Millennium  Group  liabilities of
      $91,640.  Each share of common  stock of  Millennium  was  converted  into
      preferred  series D shares of Millennium Group at a rate of .025 preferred
      shares for each common share of Millennium. Each of these preferred series
      D shares is convertible into 641.215 common shares of Millennium Group and
      is  entitled to 641.215  votes.  The  preferred  series D shares have been
      converted into common shares on April 1, 2002.

INVENTORIES

      Inventories   consist  of  work-in-process  and  finished  goods  for  the
      Company's RESURGEX(TM) and PROSURGEX(TM) product lines. Cost-of-goods sold
      are calculated using the average costing method.  Inventories at March 31,
      2003 consists of the following:

                          Raw Materials                       $219,336
                          Work in Process                       13,861
                          Finished Goods                        48,049
                                                              --------
                                                               281,246
                          Less obsolescence reserve            102,993
                                                              --------
                          Total                               $178,253
                                                              ========
PREPAID EXPENSES

      Prepaid expenses  consisted  predominantly of prepayments on inventory raw
      materials purchases.


                                       8
<PAGE>

              MILLENNIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003

DUE FROM RELATED PARTY and LOANS & NOTES RELATED PARTY

      Between June 28, 2002 and September  23, 2002 a corporate  entity owned by
      P. Elayne Wishart (spouse of B. Deichl, Chief Operating Officer), extended
      loans evidenced by promissory notes totaling $142,500 to the Company.  The
      notes all mature in six months and carry an interest rate of 10% per annum
      (see  "Related  Party  Transactions").  In  addition  there  were  certain
      operating  expenses  paid by  Millennium  and charged  back to this entity
      totaling $79,843.

PROPERTY AND EQUIPMENT

      Property and equipment at March 31, 2003, consists of the following:

                              Furniture and Equipment           $ 68,572
                              Leasehold improvements              61,757
                                                                --------
                              Subtotal                           130,329
                              Less accumulated depreciation       45,501
                              Total                             $ 84,828
                                                                ========

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

      Accounts payable and accrued expenses  consisted of the following at March
      31, 2003:

                    Accounts payable                              $ 444,545
                    Accrued professional fees                       206,989
                    Accrued royalties                                90,341
                    Accrued payroll and payroll taxes               114,547
                    Accrued interest                                  7,814
                    Miscellaneous accruals                           23,879
                                                                  ---------
                    Total                                         $ 888,115
                                                                  =========

DUE TO OFFICERS

      Represents  $202,963 salaries and associated payroll taxes accrued for but
      not yet paid to certain  officers,  and $48,895  royalties accrued to Jane
      Swon and P. Elayne Wishart.

DEBT

      Short-term debt at March 31, 2003, is as follows:

            Non-interest bearing cash advances by four accredited
            investors                                                  $145,584

            Promissory note dated December 17, 2002, issued
            to an accredited investor, maturing September
            17, 2003, bearing interest at the rate of 10%
            per annum. The holder of the note is entitled to
            convert all or a portion of the principal and
            interest at any time after the maturity date
            into shares of common stock of the Company at a
            price equal to $.10/share of the principal if
            the principal and interest is not fully repaid
            on or before the maturity date.                               50,000


                             9
<PAGE>

    MILLENNIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       MARCH 31, 2003
DEBT continued

            Two non-interest bearing convertible promissory
              notes dated July 15, 2002, issued to two
              accredited investors, maturing July 15, 2003,
              convertible at the option of the holders into
              common shares at the rate of $1.50/share.                  118,000

            Promissory note dated October 17, 2002 in the
              amount of $125,000, bearing interest at 12% per
              annum, issued to an accredited investor,
              maturing February 17, 2003 less discount. The
              12% interest per annum accrued to date on the
              principal amount outstanding is to be paid
              weekly with 25% of all cash receipts received by
              the Company.                                                83,746

            Promissory convertible note dated February 21,
              2003, issued to an accredited investor and
              maturing August 21, 2003, convertible into
              restricted common shares at the rate of $0.25
              per share, at the option of the holder.                     10,000

            Promissory note dated February 25, 2003,
              originally for $60,000, bearing interest payable
              in the form of warrants for the purchase of
              100,000 shares of common stock, exercisable
              during three years at the rate of $0.50 per
              share, issued to an accredited investor and
              maturing March 15, 2003. $15,000 has been
              repaid, and the balance was overdue as of March
              31, 2003.                                                   45,000

            Promissory note dated March 5, 2003, bearing
              interest payable in the form of 100,000 shares
              restricted common stock, issued to an accredited
              investor and maturing April 5, 2003.                       150,000

            Promissory note dated March 15, 2003, bearing
              interest payable at 12% per year, issued to an
              accredited investor and maturing in six months.
              Note was subject to an origination fee of $1,500
              and 50,000 restricted common shares.                        50,000

            Promissory note dated March 19, 2003, bearing
              interest payable in the form of warrants for the
              purchase of 333,333 shares of common stock,
              exercisable during one year at the rate of $0.50
              per share, issued to an accredited investor and
              maturing December 3, 2003.                                 100,000

            Loan payable pursuant to Master Financing
              Agreement dated October 28, 2002 bearing
              interest at 5% per annum. This amount was
              overdue at March 31, 2003.                                 167,197
                                                                        --------
                                                                        $919,527
                                                                        ========

LONG TERM DEBT

      Long-term debt at March 31, 2003 is as follows:

            Twelve non-interest bearing convertible notes
              dated between July 31, 2002 and December 30,
              2002 issued to accredited investors, maturing
              between July 31, 2004 and December 30, 2004,
              convertible at the option of the holders into
              common shares at the rate of $.25 /share.                 $128,750
                                                                        ========


                             10
<PAGE>

              MILLENNIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003

INCOME TAX

      The  Company's  total  deferred  tax  asset  at  December  31,  2002,  was
      $1,981,000, entirely offset by a valuation allowance in the same amount.

      At December 31, 2002, the Company has available  approximately  $4,950,000
      of net operating  losses to  carryforward  and which may be used to reduce
      future federal  taxable  income and expire  between  December 31, 2020 and
      2022.

      At December 31, 2002, the Company has available  approximately  $3,200,000
      of net operating  losses to  carryforward  and which may be used to reduce
      future state taxable income which expire December 31, 2009.

      The Company and  Millennium  file separate tax returns and have  different
      tax years.  The Company  files on a fiscal year ended July 31;  Millennium
      has a calendar year end.


COMMITMENTS AND CONTINGENCIES

      The Company  leases  certain  office space and equipment  under  operating
      leases.

      The Company's administrative facilities are located in approximately 2,200
      square feet of leased  office space in  Bernardsville,  New Jersey,  as to
      which  Millennium  entered into a 5 year lease,  starting January 1, 2001.
      The lease calls for a monthly rent of $5,807 plus  allocated  expenses and
      is personally guaranteed by certain officers of the Company.

      On October 2001, the Company signed a 5-year lease  commencing in December
      2002,  for  approximately  4,500  square feet of office space at a monthly
      rental of $9,116 through  November,  2004 and $9,876  thereafter,  plus an
      allocated  portion of certain operating  expenses.  The Company intends to
      occupy these facilities in early 2003. The lease is personally  guaranteed
      by the Company's Chief Executive Officer Jerry E. Swon.

      On July 25, 2001,  Millennium  entered into an  exclusive  limited  patent
      sublicense and  distribution  agreement with Isocell SA, a French company,
      which owns the rights to certain  specialty  ingredients.  Pursuant to the
      License  Agreement,  Millennium  is granted  an  exclusive  sublicense  to
      promote and  distribute  this product for use as a dietary  supplement  or
      functional food in certain defined medical market channels of distribution
      in North  America  involving  direct  sales of  nutraceutical  products to
      physicians for resale to their patients or through physician  prescription
      for Medicaid/Medicare reimbursement for nutritional supplements.

      The License  Agreement  provides for the sale of the product to Millennium
      at  stated  unit  prices  subject  to  volume  discounts.  The term of the
      agreement is for five years,  provided that Isocell may cancel the license
      (or make it non-exclusive)  in the event that Millennium  purchases of the
      product do not meet  scheduled  minimum  quotas for any  calendar  quarter
      during the term.  Millennium  and Isocell have agreed to an addendum  that
      through June 2003 which allows for Millennium to avoid  termination of the
      license by paying 50% of the prescribed purchase minimum.

      The  Company  has  an  agreement  with  a  finance  company  to  sell  its
      receivables  with  recourse.  In the event the receivable is not collected
      within ninety days, the Company must  repurchase  the receivable  from the
      finance company.


                                       11
<PAGE>

              MILLENNIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003

RELATED PARTY TRANSACTIONS

      Between  September 6, 2002 and December 28, 2002 a corporate  entity owned
      by P. Elayne Wishart (spouse of Bruce Deichl)  extended loans evidenced by
      promissory notes totaling $142,500 to the Company. The notes all mature in
      six months and carry an  interest  rate of 10% per annum.  Four such notes
      aggregating  $72,500  matured  in  March,  2003 and were  extended  for an
      additional six months at the same interest  rate. In conjunction  with the
      extension  an  additional  113,733  shares were  issued  along with 13,110
      shares in lieu of $3,750 interest accrued on some of the original notes.


                                       12
<PAGE>

Item 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY  STATEMENT PURSUANT TO "SAFE HARBOR" PROVISIONS OF SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934

      Except for historical information, the Company's reports to the Securities
      and Exchange  Commission on Form 10-KSB and Form 10-QSB and periodic press
      releases,  as well as  other  public  documents  and  statements,  contain
      "forward-looking  statements"  within the  meaning  of Section  21E of the
      Securities Exchange Act of 1934. Forward-looking statements are subject to
      risks  and  uncertainties  that  could  cause  actual  results  to  differ
      materially from those expressed or implied by the statements.  These risks
      and  uncertainties  include  general  economic  and  business  conditions,
      development  and market  acceptance of the Company's  products,  and other
      risks  and  uncertainties  identified  in  the  Company's  reports  to the
      Securities  and Exchange  Commission,  periodic press  releases,  or other
      public documents or statements.

      Readers  are  cautioned  not to place undue  reliance  on  forward-looking
      statements.  The Company  undertakes  no obligation to republish or revise
      forward-looking  statements to reflect events or  circumstances  after the
      date hereof or to reflect the occurrences of unanticipated events.

Results of Operations for the three months ended March 31, 2003:

      Millennium developed two novel enteral nutritional  formulas,  RESURGEX(R)
and PROSURGEX(TM),  that play an important role as a nutritional  adjunct to the
medical treatment for certain chronic immuno-compromising  debilitating diseases
such as Acquired  Immune  Deficiency  Syndrome  ("AIDS"),  hepatitis and cancer.
Those infected with AIDS/HIV  (Human  Immunodeficiency  Virus) and other chronic
debilitating diseases present a multitude of medical/nutritional problems, which
include  weight loss,  immune  dysfunction,  free-radical  pathology and loss of
energy  production.  Millennium  believes that RESURGEX(R) and PROSURGEX(TM) are
the first  multi-component  nutritional  supplements  designed  to deal with the
multiple nutritional needs of the  immunocompromised  individual.  Specifically,
RESURGEX(R) and  PROSURGEX(TM)  have been formulated to address the loss of lean
muscle (wasting), nutrient depletion, immune support,  mitochondrial dysfunction
(energy  loss)  and  oxidative  stress  (free-radical   damage)  in  individuals
undergoing medical treatment for chronic immunocompromised medical conditions.

      The  Company's   proprietary   formulations  combine  a  unique  blend  of
nutritional  components  that  enable  the  individual  to better  tolerate  the
nutritional  concerns of their illness and the side effects brought on by common
medication regimes. The palatable taste, flavor and sweetness of RESURGEX(R) and
PROSURGEX(TM)  and their  easy-to-use  delivery  method were designed to promote
sustained acceptance under long-term use and should have a significant impact on
a patient's propensity to follow an ongoing regimen of compliance.

It is management's  belief a successful  marketing strategy for both RESURGEX(R)
and PROSURGEX(TM)  emphasizes  support of Medicaid and other  organizations that
provide  reimbursement  programs.  Support  in this sense  means  that  Medicaid
includes both  RESURGEX(R)  and  PROSURGEX(TM)  in its universe of products that
qualify for reimbursement when prescribed by the medical  profession.  Currently
both  RESURGEX(R)  and  PROSURGEX(TM)  are  included  in First Data Bank,  which
translates to Medicaid approval in states, which subscribe to the open formulary
categorization  of including  products on their formulary.  Both RESURGEX(R) and
PROSURGEX(TM)  are  included  for  reimbursement  and are being  marketed in the
states of New Jersey,  Connecticut,  and Nevada. Both products are approved with
prior  authorization  in the  state  of  Pennsylvania.  PROSURGEX(TM)  has  been
approved under a prior  authorization  process in  California,  and the New York
State Medicaid  program will being  reimbursing for RESURGEX(R) in June of 2003.
California and New York  represent the most  important  market segment that does
not currently  subscribe to the open formula  categorization


                                       13
<PAGE>

of the products for purpose of reimbursement qualification. According to Centers
of Disease Control  statistics the states of New York and California account for
two-thirds  of America's  population  infected  with  ("AIDS")  Acquired  Immune
Deficiency Syndrome.

Revenues  for the quarter  ended March 31,  2003  amounted to $216,218  all such
revenues were generated from the Company's  wholly owned  subsidiary  Millennium
Biotechnologies,  Inc.  These  revenues  resulted  entirely  from  the  sales of
RESURGEX(R) and PROSURGEX(TM). If measured against first quarter revenue in 2002
($162,972  compared to $216,218) the first quarter of 2003 saw a 32% increase in
revenues derived from RESURGEX(R) and PROSURGEX(TM). Revenues generated from the
sales  of  RESURGEX(R)  and  PROSURGEX(TM)  during  the  first  quarter  of 2003
increased by 26% ($216,218 compared to $171,133) over the preceding quarter.

This  revenue  figure   represents   orders  through  not  yet  fully  developed
distribution  channels.  Management  believes  that future  quarters  will see a
marked  acceleration in product sales as those channels mature. At this stage in
the  Company's  development,  revenues are not yet  sufficient  to cover ongoing
operating expenses.

Gross profits  during the three months ended March 31, 2003 amounted to $138,076
for a 64% gross  margin.  After  deducting  selling  expenses  and  general  and
administrative expenses of $716,849 and research and development costs of $5,375
the Company  realized an  operation  loss of  $584,148.  Non-operating  expenses
totaled $297,982.  The majority of non-operating  expenses consisted of $221,000
in interest expense composed primarily of charges representing the fair value of
shares of common stock and common stock purchase  warrants  issued in connection
with promissory notes for loan transactions  consummated during the quarter. The
net result for the  three-month  period  ended  March 31,  2003,  were losses of
$882,133 or $0.05 per share.

The period's net result was significantly  affected by the need for expenditures
in connection  with setting up the required  marketing  and sales  operations as
well as the supporting  administrative  infrastructure,  resulting in relatively
high operating  expenses.  Management  does not consider this atypical for a new
company  engaged in launching new products.  The Company will continue to invest
in further expanding its operations and a comprehensive  marketing campaign with
the goal of  accelerating  the education of potential  clients and promoting the
name and products of the Company.

Liquidity and Capital Resources:

In view of the start-up  nature of the  Company's  business and at this stage of
its  development,   its  operations  were  generally   financed  by  new  equity
investments through private placements with accredited  investors.  During prior
periods,  the Company, had obtained equity capital that supplied the bulk of the
funds that were needed to finance operations,  during the reporting period, such
investments totaled $167,417.  In addition the Company obtained $517,000 through
promissory notes.  While these funds sufficed to cover a portion of the negative
cash  flow from  operations  they were not  sufficient  to build up a  liquidity
reserve. As a result, the Company's financial position at the end of the quarter
was constraint, with working capital showing a deficit of $1,616,186.

Management  is  currently in  discussions  with  several  sources of  additional
funding  and  expects  but cannot  assure it will be able to meet the  Company's
capital  needs,  until such time as cash flow from sales  increases to an extent
that will meet cash requirements form operations.


                                       14
<PAGE>

Item 3. CONTROLS AND PROCEDURES

      (a) Evaluation of Disclosure Controls and Procedures.

      Within the 90 days prior to the filing  date of this  Quarterly  Report on
Form  10-QSB,  our  Chief  Executive  Officer  and our Chief  Financial  Officer
evaluated the effectiveness of our disclosure controls and procedures as defined
in Rule  13a-14(c)  under the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"). Based upon that evaluation, the Chief Executive Officer and the
Chief Financial Officer, have concluded that our current disclosure controls and
procedures are adequate and effective to ensure that information  required to be
disclosed in the reports we file under the Exchange Act is recorded,  processed,
summarized and reported on a timely basis.

      (b) Changes in Internal Controls.

      There have been no  significant  changes in our  internal  controls  or in
other factors that could  significantly  affect internal controls  subsequent to
the date of their  evaluation  by the  Chief  Executive  Officer  and the  Chief
Financial Officer.


                                       15
<PAGE>

PART II - OTHER INFORMATION

Item 1 LEGAL PROCEEDINGS

      - None

Item 2 CHANGES IN SECURITIES

On  April  1,  2002,  the  Company  amended  and  restated  its  Certificate  of
Incorporation to:

o     Increase the number of  authorized  shares of the  Company's  common stock
      from  20,000,000 to  75,000,000  and reduce the par value of the Company's
      shares of common stock from $0.06-2/3 per share to $0.001 per share;

o     Reverse split the  outstanding  shares of the Company's  common stock on a
      one-for-twelve  basis so that  every 12 issued and  outstanding  shares of
      common stock,  before the split, shall represent one share of common stock
      after the split,  with all fractional  shares rounded up to the next whole
      share; and

o     Converted  268,605.73 shares of Series D preferred stock into common stock
      at a rate of 641.215 to 1 (pre- reverse split).

Issuance of unregistered securities

During the  quarter  ended March 31,  2003,  the  Company  issued the  following
unregistered securities:

      (i)  452,000  shares  of its  common  stock to four  accredited  investors
      pursuant to Section 4(2) and  Regulation D of the  Securities  Act, one of
      whom is an outside director of the Company,  which resulted in the receipt
      by the Company of $113,000 in cash;

      (ii) 108,834 shares of its common stock to a finance company in connection
      with a contractual arrangement for the provision of a payroll credit line,
      in return for  cancellation  of $54,417 loans  extended  under this credit
      line;

      (iii)  150,000  shares of common  stock and  warrants  for the purchase of
      853,000 common shares to six accredited  investors in connection  with the
      issuance of promissory  notes to such investors.  420,000 of such warrants
      are  exercisable  during  three  years at $0.25  per  share;  333,333  are
      exercisable   during  one  year  at  $0.30  per  share;  and  100,000  are
      exercisable during three years at $0.50 per share.

      (iv) 126,843  shares of its common stock to a related  party in connection
      with the extension of certain notes,  and the conversion of $3,750 accrued
      interest (see "Related Party Transactions").

Item 3 DEFAULTS ON SENIOR SECURITIES

      - None

Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES' HOLDERS

      - None


                                       16
<PAGE>

Item 5 OTHER INFORMATION

      - None

Item 6 EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Number            Description

99.1              Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section  1350,  as  Adopted  Pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002.

99.2              Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section  1350,  as  Adopted  Pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K:

      - None

                                   SIGNATURES

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

                                           MILLENIUM BIOTECHNOLOGIES GROUP, INC.

Date:   May 27, 2003                       By: /s/ Frank Guarino
                                               --------------------------
                                               Frank Guarino
                                               Chief Financial Officer
                                               Chief Accounting Officer


                                       17
<PAGE>

                            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 Quarterly Report of Millenium Biotechnologies Group, Inc.
(the  "Company")  on Form 10-QSB for the quarter ended March 31, 2003 (the "Form
10-QSB"), each of the undersigned officers of the Company certifies, to the best
of their  knowledge,  that the  Company's  Form 10-QSB fully  complies  with the
requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934
and that the information  contained in the Form 10-QSB,  fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.

Dated:  May 27, 2003                       MILLENIUM BIOTECHNOLOGIES GROUP, INC.

                                           By: /s/ Jerry E. Swon
                                               ---------------------------------
                                               Jerry E. Swon
                                               President and Chief Executive
                                               Officer

                                           By: /s/ Frank Guarino
                                               ---------------------------------
                                               Frank Guarino
                                               Chief Financial Officer


                                       18
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jerry E. Swon,  the Chief  Executive  Officer  of  Millenium  Biotechnologies
Group, Inc., certify that:

1.  I  have  reviewed  this  quarterly   report  on  Form  10-QSB  of  Millenium
Biotechnologies Group, Inc. (the "Company");

2. Based on my  knowledge,  this  quarterly  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 quarterly
report;

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

4. The Company's other certifying officer 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 Company and we have:

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

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

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

5. The Company's other  certifying  officer and I have  disclosed,  based on our
most recent evaluation,  to the Company's auditors and to the audit committee of
Company's board of directors:

      (a) all  significant  deficiencies  in the design or operation of internal
controls which could adversely affect the Company's ability to record,  process,
summarize  and  report  financial  data and have  identified  for the  Company'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 Company's internal controls; and

6. The Company's other certifying officer and I have indicated in this quarterly
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.

Dated: May 27, 2003                        By: /s/ Jerry E. Swon
                                               ---------------------------------
                                               Jerry E. Swon
                                               Chief Executive Officer


                                       19
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Frank  Guarino,  the Chief  Financial  Officer of  Millenium  Biotechnologies
Group, Inc., certify that:

1.  I  have  reviewed  this  quarterly   report  on  Form  10-QSB  of  Millenium
Biotechnologies Group, Inc. (the "Company");

2. Based on my  knowledge,  this  quarterly  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 quarterly
report;

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

4. The Company's other certifying officer 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 Company and we have:

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

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

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

5. The Company's other  certifying  officer and I have  disclosed,  based on our
most recent evaluation,  to the Company's auditors and to the audit committee of
Company's board of directors:

      (a) all  significant  deficiencies  in the design or operation of internal
controls which could adversely affect the Company's ability to record,  process,
summarize  and  report  financial  data and have  identified  for the  Company'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 Company's internal controls; and

6. The Company's other certifying officer and I have indicated in this quarterly
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.

Dated: May 27, 2003                        By: /s/ Frank Guarino
                                               ---------------------------------
                                               Frank Guarino
                                               Chief Financial Officer

                                       20