UNITED
STATES

SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

FORM 10-K



(Mark One)

[x]

Annual
Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of
1934 For the fiscal year ended March 31, 2009



[
]

Transition
Report Pursuant to Section 13 or 15(d) of the Securities and  Exchange Act
of 1934 For the transition period from  __________to _________



Commission
File Number 333-152678

NEW MILLENNIUM PRODUCTS

(Exact
name of registrant as specified  in its charter)



Wyoming



20-0846965

(State
or other jurisdiction of

(IRS
Employer Identi-

incorporation
or organization)

fication
No.)



300 Market Street, Suite 130-13, Chapel Hill, NC

27516

(Address
of principal executive offices)

(Zip
Code)



Issuer's telephone number: (919) 370-4408

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

Securities registered
pursuant to Section 12(g) of the Exchange Act:  None



Check  whether the issuer (1) has 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. Yes [  X  ]
     No



Check if there is no disclosure of delinquent filers in response
 to Item 405 of Regulation  S-K 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-KS or any amendment to this Form 10-K. [  X ]

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer or a small reporting company. See
definition of large accelerated filer, accelerated filer and small
reporting company in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer [ ]
  Accelerated filer [ ] Non-accelerated filer [ ] Small reporting
company [ X ]



Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).    Yes  [
   ]    No  [  X  ]



State issuer's revenues for its most recent fiscal year: $0



The aggregate market value of the voting stock held by
non-affiliates of the registrant as of March 31, 2009 was not determinable
because the common stock did not trade.



The number of shares outstanding of the issuer's classes of Common
Stock as of  June 15, 2009:



Common
Stock, no Par Value 

10,800,000
 Shares







0



SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

We have made
forward-looking statements in this Annual Report on Form 10-K, including in
the sections entitled "Description of Business," "Risk Factors,"  and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," that are based on our management's beliefs and assumptions and on
information currently available to our management. Forward-looking statements
include, among others, the information concerning our possible or assumed future
results of operations, business strategies, financing plans, competitive
position, potential growth opportunities, potential operating performance
improvements, the effects of competition, and the effects of future legislation
or regulations. Forward-looking statements include all statements that are not
historical facts and can be identified by the use of forward-looking terminology
such as the words "believe," "expect," "plan," "intend," "anticipate,"
"estimate," "predict," "potential," "continue," "may," "should," or the negative
of these terms or similar expressions.

Forward-looking
statements involve risks, uncertainties, and assumptions. Actual results may
differ materially from those expressed in these forward-looking statements. You
should not put undue reliance on any forward-looking statements. We do not have
any intention or obligation to update forward-looking statements after we file
this report except as required by law.



1



PART
I



Item 1.

BUSINESS



When used in this Form 10-K, the words "expects," "anticipates,"
"estimates" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to risks and uncertainties, including
those set forth below under "Risks and Uncertainties," that could cause actual
results to differ materially from those projected. These forward-looking
statements speak only as of the date hereof. New Millennium Products expressly
disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any statement is based. This
discussion should be read together with the financial statements and other
financial information included in this Form 10-K.





Background



We were incorporated in Wyoming on August 22, 2007 to develop and
market consumer products. For our first offering of products, we intend to use a
chemical formulation developed by management applicable to restoration and
rejuvenation of hair, skin, leather and fur. The formulation is currently
protected only by trade secret and is not patented. We have not yet determined
whether patent protection is appropriate.  Since incorporation we have been
developing our business plan and have been investigating the commercial
manufacture of the chemical formulations. Our plan is, by the end of calendar
2008, to  identify the most efficient way to manufacture the formulation.
In early 2009 we hope to: obtain one or more contract manufacturers; design
packaging; and engage in test marketing. We hope to market our proposed products
initially through infomercials and direct marketing commencing in the second
half of  2009.



General



The two markets for our formulations are for  hair and skin
(the so-called cosmeceuticals market) and for leather or fur. Hair and skin
are both part of the epidermis, the largest organ in the human body. Both are
subject to the same environmental stresses. Leather and fur are simply the
preserved, non-living counterparts of skin and hair, and subject to degradation
in quality. The consumer product will be obviously quite different for the two
markets, as will our marketing. However, the active ingredients in these
products will work under the same scientific principles.



Most cosmeceuticals consist of one or more active ingredients
combined with oils, glycerin or other compounds as a carrier together with
emulsifiers, exfoliants, perfumes and thickeners. Common ingredients which have
a scientific basis for skin restoration include anti-oxidants such as alpha
lipoic acid, green tea, and Retinol. Antioxidants neutralize free radicals,
which break down skin cells and cause wrinkles.  Other ingredients in
cosmeceuticals can hydrate the skin and improve feel and appearance. In
managements opinion, however, , most cosmeceutical  ingredients seem to be
chosen more for  marketing considerations than any scientific evidence as
to their efficacy. For example, our competitors market skin creams featuring
carrots, avocados, peaches, honey, and other natural products. We are not aware
of any significant body of scientific research to that shows the benefit of
these ingredients to human skin. Its likely there are very few ingredients that
have not been tried to rejuvenate skin.   The American public
(overwhelmingly women) spends billions of dollars a year on skin care products.
A 2004 Fredonia report estimates the US market for cosmeceuticals to attain $11
billion by 2008.  (New Millennium Products has no connection to Fredonia.)
The Food and   Drug Administration does not regulate the market for
cosmetics, and manufacturers claims are not required to be supported by any
scientific evidence.



The leather and fur restoration products currently on the market
are even less sophisticated and rely on traditional leather care ingredients.



Our product works on the skin by reversing glycation.
 Glycation is a scientific term that refers to the coupling of proteins,
nucleic acids and lipids caused by interaction with glucose and other sugars.
Glycation is observed in foods, for example, in browning as a result of cooking.
Heat tends to accelerate chemical reactions, so cooking resulting in rapid
glycation of the foods surfacebut a similar process to cooking occurs on skin,
hair, leather, and fur, just really slowly. Glycation within the human body is
understood  by some scientific studies to be a contributing factor to a
host of diseases. Glycation dehydrates the skin, changes its structure, and
causes wrinkles because it decreases tissue flexibility.  Our product
reverses glycation by uncoupling the cross links, and thereby restores the
skins flexibility, moisture retaining ability and appearance.  We have not
conducted any scientific trials on our products, but may do so in the future.
Our belief in the efficacy of our products is based on the scientific basis for
the productin other words, it should work based on the principles of
chemistryand upon internal testing conducted by management or under the
supervision of management. We tested old leather and fur, and we observed
significant improvement in appearance. The cost of our testing was not material.
 We are also developing formula for our own carrier ingredients to include
in the various applications.



Marketing.



We have chosen direct marketing, such as infomercials, for our
products as we believe it is the quickest way to get our product to market.
Because management believes that our products will really work, we believe that
word of mouth and anecdotal support will enable us to enter the conventional
retail market. The retail market is dominated by the larger cosmetics firms and
finding shelf space can be very expensive. New Millennium Products will not have
the capital resources to break into the conventional retail market until it has
obtained some consumer acceptance.  We also plan to attend  industry
trade shows. We are open to a joint marketing agreement or licensing of our
product to an established company in the cosmetics business, and believe that
the trade show venue could be an effective way of marketing our product on the
wholesale level.



Intellectual Property



Our
formulations are protected by trade secret. We have not obtained any patent
protection on our formulations and we do not currently plan tofile for any
patent protection..  We have not trademarked any name for use with respect
to our retail products at this time.  We regard our proprietary rights and
similar intellectual property as important to our success.  Policing any
trade secret or trademark violation, especially outside the United States, could
be problematic.   In addition there can be no assurance that other
parties will not assert infringement claims against us in the future.  We
may be subject to legal proceedings and claims from time to time in the ordinary
course of its business, including claims of alleged infringement of the
intellectual property rights of third parties by us.  Such claims, even if
not meritorious, could result in the expenditure of significant financial and
managerial resources.  In addition, parties making these claims may be able
to obtain an injunction, which could prevent us from operating.  Any of
these results could harm our business.



Competition



There are
innumerable firms engaged in the leather care and cosmeceuticals business,
including several large multinational firms. The industry is characterized by
low barriers to entry whilst there is severe competition for retail shelf space.
Almost all of our competitors will have greater financial and marketing
resources than we do. We hope to compete based on a superior product, although
there can be no assurance that our products will be favorably viewed.



Employees;
Facilities



We have no
employees other than our officer, who provides a limited amount of office space
at no cost. We are looking for production and warehousing space in the Chapel
Hill, North Carolina area. We believe we will not encounter difficulty in
finding appropriate facilities.





2





Legal
Proceedings



New Millennium Products is not a party to any pending legal
proceeding.





3



Item 1A. RISK FACTORS.



Potential investors should consider the following special risk
factors which pertain to the Company.



We are still in the
development stage.



New Millennium Products's activities have been limited.  We
have not received any revenues or income related to our business through March
31, 2009.  Our cumulative losses since inception are $3,039.  There
can be no assurance that New Millennium Products will be able to develop and
market its products.  New Millennium Products is in need of approximately
$300,000 in funding to carry out its business plan for the next 12 months for
research and development, marketing costs and general and administrative
expenses.  The terms of any offering to raise this capital infusion have
not been determined.  The President has agreed to fund up to $300,000 to
meet these needs, to be repaid out of any offering. As a result of the
significant operating expenses related to start up operations, operating results
will be adversely affected if significant sales do not materialize, whether due
to competition or otherwise.  There can be no assurance that New Millennium
Products will be able to obtain required funding, nor that it will be able to
grow in the future or attain profitability.  There can be no assurance that
New Millennium Products will be able to implement its business plan in
accordance with its internal forecasts or to a level that meets the expectations
of investors.



Our chemical formulation
is not protected by patents at this time, so others could copy our
products.



Our current proposed product is based on a chemical formulation
that is not currently patented at this time. We are relying on trade secret
protection and this means that, unless we obtain patent protection, that others
including competitors may copy our products based on this formulation.  We
are reviewing whether our formulation is patentable and whether trade secret
protection will be sufficient. Any patent application will require the use of
funds we could employ in our business. Even if we obtain patent protection,
competitors may still copy our products and we would then have to incur
significant costs in patent litigation.  In summary, there exists a level
of uncertainty regarding our ability to compete against competitors who copy our
products.



If we do not find
appropriate personnel for administrative, sales and product development, we will
not be able to develop and market our proposed products.



Currently our only employee is our officer and director. This
individual, Learned Hand, has no experience in consumer personal care products.
In order for New Millennium to succeed, it will be required to locate technical
and scientific personnel to complete development of our product, personnel to
design packaging and marketing materials, and to locate personnel to assist in
marketing and selling the product. New Millennium will also need to build
administrative capability to manage billing, purchasing, human resources and
other matters. New Millennium may be able to outsource all or part of these
activities to outside contractors, but has not identified any specific persons
or companies which will enable it to carry out these activities. The costs of
personnel or outside contractors may be substantial.



Our auditors have
rendered a going concern emphasis opinion on our financial statements.



Our auditors have expressed concern as to the uncertainties in our
business which raise substantial doubt about our ability to continue as a going
concern.  If our business is ultimately unsuccessful, the assets on our
balance sheet could be worth significantly less than their carrying value and
the amount available for distribution to stockholders on liquidation would
likely be insignificant.



Penny stock rules could
make it hard to resell your shares.



New Millennium Products's common stock does not meet the listing
requirements for any trading market other than the OTC Bulletin Board, a
quotation medium for subscribing members, or the Pink Sheets LLC.  The OTC
Bulletin Board and the Pink Sheets LLC may not accept the application of any
market maker to initiate quotations in our common stock.  Consequently, the
liquidity of New Millennium Products's securities could be impaired, not only in
the number of securities which could be bought and sold, but also through delays
in the timing of transactions, reduction in security analysts' and the news
media's coverage of New Millennium Products, and lower prices for New Millennium
Products's securities than might otherwise be attained.



In addition, the "penny stock" rules limit trading of securities
not traded on NASDAQ or a recognized stock exchange, or securities which do not
trade at a price of $5.00 or higher, in that brokers making trades in those
securities must make a special suitability determination for purchasers of the
security, and obtain the purchaser's written consent prior to purchase.  If
our common stock is not listed on NASDAQ or a recognized stock exchange or its
trading price is not $5.00 or more these rules may cause many potential
purchasers to reconsider their intended purchase of our common stock.  The
application of these rules may make it difficult for purchasers in this offering
to resell their shares.



Item 1B.
 UNRESOLVED STAFF COMMENTS



We have no unresolved staff comments.



Item 2.

DESCRIPTION OF PROPERTY





Item 3.

LEGAL PROCEEDINGS



Not Applicable.





4



Item 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended March 31, 2009.



PART II





Item 5.

MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
STOCK­HOLDER MATTERS



Market
Information and Sales of Unregistered Securities.



The Company's Common Stock has never  traded.



As of March 31, 2009 there were approximately 45 record holders of
Company common stock. The Company has not paid any dividends on its common
stock.  The Company currently intends to retain any earnings for use in its
business, and therefore does not anticipate paying cash dividends in the
foreseeable future.



Report of Offering
of Securities and Use of Proceeds Therefrom.



Not Applicable,



Company
repurchases of common stock during the year ended March 31, 2009.



There were no Company repurchases of common stock during the year
ended March 31, 2009.





5



Equity Compensation Plans



Equity Compensation Plan Information as of March 31, 2009

Number of Securities

remaining available

(a)

(b)

for future issuance

Number of Securities

Weighted Average

under equity

To be issued upon

exercise price of

compensation plans





exercise of existing



outstanding options,

(excluding Securities

Options, warrants

warrants and

reflected in



Plan Category

and rights

rights

column (a)



Equity compensation



1,000,000

--

1,000,000

Plans approved by

Security holders



Equity compensation

-



-

-



Plans not approved

By Security holders





Total

1,000,000

1,000,000





The Board of Directors and Majority Shareholders have adopted and
approved a stock option plan (the Plan) dated the August 22, 2007. The purpose
of the Plan is to enable the Company to offer its officers, directors, employees
and consultants and advisors performance-based incentives and other equity
interests in the Company, thereby attracting, retaining, and rewarding such
personnel. There is reserved for issuance under the Plan an aggregate of
1,000,000 shares of Common Stock, and no options have been granted. All of such
shares may, but need not, be issued pursuant to the exercise of incentive stock
options. Options granted under the Plan may be either incentive stock options,
as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
Code), or non-statutory stock options. In addition, awards of or rights to
purchase shares of  Common Stock (Stock Rights) may be granted under the
Plan.

Sales of
Unregistered Securities during the year ended March 31, 2009.



The company issued 10,000,000 shares on August 22, 2007 to 2
persons for cash of $500 and payment of incorporation expenses of $250. A
 private placement of 800,000 shares at $.005 per share was effected in
January  2008 to 40 persons.  No underwriter was involved. The
transactions were  exempt under section 4(2) of the Securities Act of 1933
as  not involving any public solicitation or public offering.  All of
the purchasers were required to sign letters regarding their investment
qualifications and 10 of the purchasers were accredited investors.

Securities and Exchange Commission Rule 15g

Our Companys shares are covered by Rule 15g of the Securities and
Exchange Act of 1934, as amended that imposes additional sales practice
requirements on broker/dealers who sell such securities to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
spouses). For transactions covered by the Rule, the broker/dealer must make a
special suitability determination for the purchase and have received the
purchasers written agreement to the transaction prior to the sale.
Consequently, the Rule may affect the ability of broker/dealers to sell our
securities and also may affect your ability to sell your shares in the secondary
market.

Section 15(g) of the Exchange Act also imposes additional sales
practice requirements on broker/dealers who sell penny securities. These rules
require a one-page summary of certain essential items. The items include the
risk of investing in penny stocks in both public offerings and secondary
marketing; terms important in understanding of the function of the penny stock
market, such as bid and offer quotes, a dealers spread and



6



broker/dealer compensation; the broker/dealer compensation, the
broker/dealers duties to its customers, including the disclosures required by
any other penny stock disclosure rules; the customers rights and remedies in
causes of fraud in penny stock transactions; and, the NASDs toll free telephone
number and the central number of the North American Administrators Association,
for information on the disciplinary history of broker/dealers and their
associated persons.

Change of Control.

There have been no changes of control.



PART
III



Item 6.

SELECTED FINANCIAL DATA



As a smaller reporting company we are not required to respond to
this item.







Item 7.



MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS





We have not received revenues from operations through March 31,
2009.  Until we receive funding from outside sources, such as debt or
equity financing, our operations will be limited by the financial resources that
can be provided by officers personal loans.





New Millennium Products will require approximately $300,000 in
cash over the next twelve months to effect is business plan.  We expect to
obtain this cash from the proceeds of one or more private or public offerings,
or from loans from our officer or other shareholders. Our officer, Learned J.
Hand, has agreed to loan up to $300,000 . We do not expect to carry out any
private or public offerings until such time as our common stock is publicly
listed. Therefore, our officer will likely be providing all required funds until
that time.  Any funds will be loaned at a rate of 8% interest and will be
repayable out of the proceeds of any offering.

The
following sets forth the approximately amounts needed for each category of
expenses:



Marketing, advertising and promotion

$

120,000

Product development

100,000



General and administrative expenses

80,000



Total

$

300,000



New Millennium Products intends to follow these milestones in
developing its business over the next 12 months. Delays in

implementation of our 12-month business plan may arise due to our
lack of experience in operating a consumer care products company or our lack of
in house personnel.

Product
development will be primarily conducted by independent contractor scientific
personnel, and will be oriented toward determining the most cost effective means
of manufacturing our products in commercial quantities. We also will be
developing the carrier base for our formulation. For example, for a face cream,
the formulation could be mixed with natural oils, glycerin and/or emulsifiers
and with a light fragrance.  We have not entered into any agreements with
any specific scientific personnel.  New Millennium Products is located in
Chapel Hill, North Carolina, the home of the University of North Carolina 
Chapel Hill. The Chapel Hill area enjoys a large base of scientific personnel
who can assist us in our scientific needs. We have identified qualified
scientists and technicians, but these individuals will not be available (due to
existing commitments) until the fall of 2008. The initial product development
phase of our business will be complete, we believe, by June 2009, and we intend
to have a product ready for test marketing by late 2009.

Marketing, advertising and promotion can begin in the first
quarter of 2009. Initially we will be test marketing in regional markets. These
costs will include preliminary packaging design, promotional events and trade
show presentations. If our preliminary products are accepted, or if they are
acceptable subject to the modifications developed in test marketing, we then
will be able to finalize final design of our products.  We intend to then
(beginning in the second half of calendar 2009) market primarily through
infomercials and direct marketing (mail or internet advertising).



General and Administrative Expenses, consisting of salaries
($3,000), legal (about $500), accounting ($1,000) and office expenses ($2,000)
will commence to be expended commencing in September 2008 at about $6,500 per
month.  (All these amounts are estimates.) The officer is deferring salary
at this time. We intend to hire a Chief Operating Officer in North Carolina as
soon as possible, and will also hire part time clerical help.

We do not
have any agreements or understandings with respect to sources of capital other
than the proposed loan by our officer.  We have not identified any
potential sources.  We probably will need to raise additional funds at the
end of 12 months. Our plan is to carry out an offering as soon as we can obtain
a trading symbol.



Information included in this prospectus includes forward looking
statements, which can be identified by the use of forward-looking terminology
such as may, expect, anticipate, believe, estimate, or continue, or the negative
thereof or other variations thereon or comparable erminology. The statements in
"Risk Factors" and other statements and disclaimers in this prospectus
constitute cautionary statements identifying important factors, including risks
and uncertainties, relating to the forward-looking statements that could cause
actual results to differ materially from those reflected in the forward-looking
statements.

Since we
have not yet generated any revenues, we are a development stage company as that
term is defined in paragraphs 8 and 9 of SFAS No. 7.  Our activities to
date have been limited to seeking capital; investigation of potential
manufacturing costs, and development of a business plan.  Our auditors have
included an explanatory paragraph in their report on our financial statements,
relating to the uncertainty of our business as a going concern, due to our lack
of operating history or current revenues, its nature as a start up business,
management's limited experience and limited funds.  We do not believe that
conventional financing, such as bank loans, is available to us due to these
factors.  We have no bank line of credit available to us.  Management
believes that it will be able to raise the required funds for operations from
one or more future offerings, in order to effect our business plan.



Our future operating results are subject to many facilities,
including:



o     our success in developing our products
and in marketing them;



o     our ability to attract qualified
scientific and managerial personnel;



o     the effects of competition from other
rejuvenation products;



o     our ability to obtain additional
financing; and



o     other risks which we identify in future
filings with the SEC.



Any or all of our forward looking statements in this annual report
and in any other public statements we make may turn out to be wrong. They can be
affected by inaccurate assumptions we might make or by known or unknown risks
and uncertainties. Consequently, no forward looking statement can be guaranteed.
In addition, we undertake no responsibility to update any forward-looking
statement to reflect events or circumstances which occur after the date of this
prospectus.



Critical
Accounting Policies



Our discussion and analysis of results of operations and financial
condition are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of hese consolidated financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. We evaluate our estimates on an ongoing
basis, including those related to provisions for uncollectible accounts
receivable, inventories, valuation of intangible assets and contingencies and
litigation. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.



The ccounting policies that we follow are set forth in Note 1 to
our financial statements. These accounting policies conform to accounting
principles generally accepted in the United States, and have been consistently
applied in the preparation of the financial statements.

Off-Balance
Sheet Arrangements



We have no
off balance sheet arrangements.



Recently
Enacted Accounting Pronouncements



In December
2007, the FASB issued Statement of Financial Accounting Standards No. 141
(revised 2007), Business ombinations (FAS 141R) and Statement of
Financial Accounting Standards No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB No. 51
(FAS 160). These new standards are the U.S. GAAP outcome of a joint
project with the International Accounting Standards Board (IASB).
FAS 141R applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008 and will significantly
change the accounting for business combinations in a number of areas, including
the treatment of contingent consideration, acquisition costs, intellectual
property, research and development, and restructuring costs. FAS 160
establishes reporting requirements that clearly identify and distinguish between
the interests of the parent and the interests of the non-controlling owners. The
Company is currently evaluating the impact of adopting FAS 141R and
FAS 160 on its Consolidated Financial Statements which are effective for
the Company at the beginning of its fiscal year 2010.



In March
2008, the FASB issued Statement of Financial Accounting Standards No. 161,
Disclosures about Derivative Instruments and edging Activities, an amendment of
FASB Statement No. 133 (FAS 161), which requires enhanced
disclosures about a companys derivative and hedging activities. The Company
currently is evaluating the impact of the adoption of the enhanced disclosures
required by FAS 161 which is effective for the Company at the beginning of
its fiscal year 2010.

In May
2008, the FASB issued Statement of Financial Accounting Standards No. 162,
The Hierarchy of Generally Accepted Accounting Principles (FAS 162). The
new standard is intended to improve financial reporting by identifying a
consistent framework, or hierarchy, for selecting accounting principles to be
used in preparing financial statements that are presented in conformity with
generally accepted accounting principles (GAAP) for nongovernmental entities
in the United States. FAS 162 is effective 60 days following SEC
approval of the Public Company Accounting Oversight Board Auditing amendments to
AU Section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles. The Company is currently evaluating the impact,
if any, of adopting FAS 162, on its Consolidated Financial Statements



In May 2008,
the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance
Contracts  an Interpretation of FASB Statement No. 60 (SFAS 163).  SFAS
163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and
claim liabilities.  This Statement also requires expanded disclosures about
financial guarantee insurance contracts.  SFAS 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
iscal years.  The Company does not expect that the adoption of SFAS 163
will have a material impact on its financial statements.



Item 8.

FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.



Our
financial statements are appended to the end of this report and include the
following:



Report of
Independent Registered Public Accounting Firm

Balance
Sheets as of March 31, 2009 and 2008

Statement of
Income for the years ended March 31, 2009 and 2008 and the period inception
August 22, 2007) to March 31, 2009

Statement of
Cash Flows for the years ended March 31, 2009 and 2008 and the period inception
(August 22, 2007) to March 31, 2009

Statement of
Stockholders Deficit for the period inception (August 22, 2007) to March 31,
2009

Notes to
Financial Statements.



Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNT­ING
AND FINANCIAL DISCLOSURE



Not Applicable.



7



Item 9(T).

CONTROLS AND PROCEDURES



Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Under the supervision and
with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, we conducted an evaluation of the effectiveness of
our internal control over financial reporting as of March 31, 2009 using the
criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Companys annual or interim financial
statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of March 31, 2009, we determined that our disclosure controls and procedures
were effective to enable us to accurately record, process, summarize and report
certain information required to be included in the Companys periodic SEC
filings within the required time periods.



There were no changes in our internal control over financial
reporting that occurred during the most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.



This annual report does not include an attestation report of the
Companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
managements report in this Annual Report.



Item 9B.

OTHER INFORMATION



8





Not
applicable



Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



The
member of the Board of Directors of New Millennium Products serves until the
next annual meeting of stockholders, or until their successors have been
elected.  The officer serves at the pleasure of the Board of Directors.
 The following are the directors and officers of New Millennium
Products.



Mr. Hand, age 50, has been President and Chief Executive Officer
of New Millennium Products since its inception on August 22, 2007.  He
devotes 80% of his time to New Millennium Products. Mr. Hand has also been Chief
Executive officer and a director of Wellstone Filters, Inc. since March 2000 and
Acting Chief Financial Officer of Wellstone Filters, Inc. since September, 2006.
 Wellstone Filters holds the patented technology for a cigarette filter
believed to remove some carcinogens. Wellstone Filters developed and marketed
Wellstone brand cigarettes until 2006.  From March 2000 to December 2003 he
was employed by Warren Pharmaceuticals, Inc. as its Vice President - Chief
Operating Officer. Warren Pharmaceuticals is a privately held biotech company
which has developed erythropoietin derivatives to treat strokes, spinal cord
injuries, heart attacks, and acute macular edema. From January 2000 to December
2003 he was Executive Director of the Kenneth S. Warren Institute, a non-profit
medical research facility.  In 1999 he founded HFC, a private seed venture
capital corporation, which has made many internet and biotechnology related
investments and was a founder of  Medibuy.com.   From 1994 to
1999, he served as Vice President at Morgan Stanley Dean Witter.  He has a
BA cum laude from Amherst College.



Code of
Ethics



We have not adopted a code of ethics which applies to the chief
executive officer, or principal financial and accounting officer, because of our
level of operations at this time. We intend to adopt a code of ethics before
December 31, 2009.



Audit
Committee Financial Expert



New Millennium Products does not have an audit committee.
 New Millennium Products does not have a financial expert on its audit
committee, because of the difficulty encountered by all small public companies
in obtaining outside board members.  We cannot predict when, if ever, we
will be able to attract a person to the board of directors who is a financial
expert.



Item 11.
EXECUTIVE COMPENSATION



No compensation, cash or otherwise, has ever been paid to our
officer and director. There are no employment agreements.



Option/SAR
Grants in Year ended March 31, 2009 to Named Executive Officers



Number of

% of Total



Securities



Options/SARs

Underlying

Granted to Options/SARs

Employees in

Exercise or Base

Expiration

Name

Granted (#)

Fiscal Year

Price ($/Sh)

Date



Learned J. Hand

-

-

-

-



Aggregated
Option/SAR Exercises and Fiscal Year End Option/SAR Values





Number of



Securities



Value of

Underlying

Unexercised

Unexercised

In-the-Money

Options/SARs at

Options/SARs at

Fiscal Year End

Fiscal

Year End

Shares Acquired

Exercisable/

Exercisable/

Name

on Exercise (#)

Value Realized ($)

Unexercisable

Unexercisable



Learned J. Hand       -

--









New Millennium Products has no
long term incentive plans other than the plan described below.

New
Millennium Products, by resolution of its Board of Directors and stockholders,
adopted a 2007 Stock Option Plan (the "Plan") on August 22, 2007.
  The Plan enables the Company to offer an incentive based
compensation system to employees, officers and directors and to employees of
companies who do business with the Company.



In the discretion of a committee comprised of non-employee
directors (the "Committee"), directors, officers, and key employees or employees
of companies with which we do business become participants in the Plan upon
receiving grants in the form of stock options or restricted stock.  A total
of 1,000,000 shares are authorized for issuance under the Plan, of which no
shares are issued.  The Company may increase the number of shares
authorized for issuance under the Plan or may make other material modifications
to the Plan without shareholder approval.  However, no amendment may change
the existing rights of any option holder.



Any shares which are subject to an award but are not used because
the terms and conditions of the award are not met, or any shares which are used
by participants to pay all or part of the purchase price of any option may again
be used for awards under the Plan.  However, shares with respect to which a
stock appreciation right has been exercised may not again be made subject to an
award.



Stock options may be granted as non-qualified stock options or
incentive stock options, but incentive stock options may not be granted at a
price less than 100% of the fair market value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market value of the
stock as of the date of grant.  Restricted stock may not be granted under
the Plan in connection with incentive stock options.



Stock options may be exercised during a period of time fixed by
the Committee except that no stock option may be exercised more than ten years
after the date of grant or three years after death or disability, whichever is
later.  In the discretion of the Committee, payment of the purchase price
for the shares of stock acquired through the exercise of a stock option may be
made in cash, shares of Common Stock or by delivery or recourse promissory notes
or a combination of notes, cash and shares of the Company's common stock or a
combination thereof.  Incentive stock options may only be issued to
directors, officers and employees.



Stock options may be granted under the Plan may include the right
to acquire an Accelerated Ownership Non-Qualified Stock Option ("AO").  If
an option grant contains the AO feature and if a participant pays all or part of
the purchase price of the option with shares of common stock, then upon exercise
of the option the participant is granted an AO to purchase, at the fair market
value as of the date of the AO grant, the number of shares of common stock equal
to the sum of the number of whole shares used by the participant in payment of
the purchase price and the number of whole shares, if any, withheld as payment
for withholding taxes.  An AO may be exercised between the date of grant
and the date of expiration, which will be the same as the date of expiration of
the option to which the AO is related.



Stock appreciation rights and/or restricted stock may be granted
in conjunction with, or may be unrelated to stock options.  A stock
appreciation right entitles a participant to receive a payment, in cash or
common stock or a combination thereof, in an amount equal to the excess of the
fair market value of the stock at the time of exercise over the fair market
value as of the date of grant.  Stock appreciation rights may be exercised
during a period of time fixed by the Committee not to exceed ten years after the
date of grant or three years after death or disability, whichever is later.
 Restricted stock requires the recipient to continue in service as an
officer, director, employee or consultant for a fixed period of time for
ownership of the shares to vest.  If restricted shares or stock
appreciation rights are issued in tandem with options, the restricted stock or
stock appreciation right is canceled upon exercise of the option and the option
will likewise terminate upon vesting of the restricted shares.



Directors currently receive no compensation for their duties as
directors.



Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The following table sets forth information relating to the
beneficial ownership of Company common stock as of the date of this report by
(i) each person known by New Millennium Products to be the beneficial owner of
more than 5% of the outstanding shares of common stock (ii) each of New
Millennium Products's directors and executive officers, and (iii) all officers
and directors as a group.  Unless otherwise noted below, New Millennium
Products believes that all persons named in the table have sole voting and
investment power with respect to all shares of common stock beneficially owned
by them.  For purposes hereof, a person is deemed to be the beneficial
owner of securities that can be acquired by such person within 60 days from the
date hereof upon the exercise of warrants or options or the conversion of
convertible securities.  Each beneficial owner's percentage ownership is
determined by assuming that any warrants, options or convertible securities that
are held by such person (but not those held by any other person) and which are
exercisable within 60 days from the date hereof, have been exercised. The
percentages are based on 170,000,000 shares of Common Stock being outstanding as
of March 24, 2009.



Percentage

Name of

Number of

of Outstanding

Stockholder

Shares Owned

Common Stock



Learned
Jeremiah Hand(1)

9,000,000

83.3%



Jehu Hand(2)

24351 Pasto Road #B

Dana
Point, California 92629
                               1,020,000

9.4%



All officers and
directors

as
a group (1 person)

9,000,000

83.3%





(1)

The address of this person is c/o the Company.

Includes

9,000,000 shares held by a family trust. The beneficiaries of this
trust are the minor children of Mr. Hand.



(2)

Includes 500,000 shares held by a family limited partnership for
which a corporation controlled by Mr. Hand  is general partner. The limited
partners are the children of Jehu Hand. Also includes 500,000 shares held by a
pension plan of which Mr. Hand is a beneficiary, and 20,000 shares held by
Arrakis Financial, Inc.





Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE



On incorporation, we issued 9,000,000 shares of common stock for
cash of $500 to our officer and director, and ,000,000 shares to the brother of
our officer and director (Jehu Hand) for incorporation costs of $250.  This
individual transferred 500,000 shares to a family limited partnership.
 Jehu Hand also furnished an opinion for our registration statement on Form
SB-2 at no charge. The value of this opinion ($500) has been accounted for as a
contribution to capital.



Our officer and director has paid all the accounting costs to
date, totaling $2,000 as of March 31, 2009.  Jehu Hand has advanced other
corporate costs of $235. These amounts are due on demand and are non interest
bearing.





The Companys common stock is not quoted on any market, but we
expect to apply for a listing on the OTC Bulletin Board.  The OTC
Bulletin Board does not impose standards relating to director independence or
the makeup of committees with independent directors, or provide definitions of
independence. Mr. Hand does not qualify as an independent director under
the NASDAQ Marketplace Rules and those standards applicable to companies trading
on NASDAQ.



Specifically,
in order to qualify as independent, the director must not:





Item 14.

Principal Accountant Fees and Services.



Audit
Fees



Our principal
accountants, The Blackwing Group. LLC, billed us $1,500 for audit of or 2008
financial statements and $500 for  review of our quarterly filings in
fiscal 2009.



Audit
related Fees



None.



Tax Fees



None



All other
fees



None



Audit
Committees pre-approval policies and procedures.



We do not
have an audit committee.  Our engagement of the above auditors was approved
by the Board of Directors.  No services described in Item 9(e)(2) through
9(e)(4) of Schedule 14A were performed by our auditors.





PART IV



9





Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



The financial
statements filed herewith are listed under Item 8. Schedules are omitted because
they are not applicable or because the required information is included in the
financial statements or notes thereto.



These are the
exhibits filed herewith:



Exhibit Number

Exhibit



3.1.

Articles
of Incorporation(1)

3.3

Bylaws(1)



10.1

Stock
ption Plan.(1)

10.2

Funding
Letter of Learned J. Hand(2)



Exhibit

31

Certification of the Chief Executive and Financial Officer
pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003. (3)



Exhibit 32,

Certification f the Chief Executive and Financial Officer pursuant
to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2003. (3)





(1)

Filed
with original filing of our Registration Statement on Form SB-2, file number
 333-152678

(2)

Filed
with Amendment No. 1

(3)

Filed
herewith.



10





All
other Exhibits called for by Rule 601 of Regulation S-K are not applicable to
this filing.



SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) 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.





NEW
MILLENNIUM PRODUCTS





Date:
July 15, 2009

By:

/s/
Learned J. Hand



Learned
J. Hand, President (principal executive officer)

and
Chief Financial Officer





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the egistrant and in the
capacities and on the date indicated.





NEW
MILLENNIUM PRODUCTS







Date:

July
15, 2009

By:
    /s/ Learned J. Hand

President
and Chief Financial

Officer
(chief financial officer

and
accounting officer and duly

authorized
officer)







11









12



THE BLACKWING GROUP, LLC

18921G E VALLEY VIEW PARKWAY #325

INDEPENDENCE, MO 64055

816-813-0098

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



New
Millennium Products (A Development Stage Company)

300 Market Street, Suite 130-13

Chapel
Hill, North Carolina 27516



We
have audited the accompanying balance sheet of New Millennium Products (A
Development

Stage
Company) as of March 31, 2009 and 2008, and the related statements of
operations, stockholders

equity
and cash flows from inception (August 22, 2007) through March 31, 2009. 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 audits.



We
conducted our audit in accordance with the standards of the Public Company
Accounting

Oversight
Board (United States). Those standards require that we plan and perform the
audit to

obtain
reasonable assurance about whether the financial statements are free of
material

misstatement.
The Company is not required to have, nor were we engaged to perform, an audit
of

its
internal control over financial reporting. Our audit included consideration of
internal control

over
financial reporting as a basis for designing audit procedures that are
appropriate in the

circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the

Companys
internal control over financial reporting. Accordingly, we express no such
opinion.

An
audit also includes examining, on a test basis, evidence supporting the amounts
and

disclosures
in the financial statements, 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, such financial statements present fairly, in all material respects,
the financial

position
of New Millennium Products as of March 31, 2009 and 2008, and the results of its
operations and its cash flows for the periods then ended in conformity with U.S.
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 5 to the financial statements, the
Company has

suffered
recurring losses from operations, which raise substantial doubt about its
ability to

continue
as a going concern. Managements plans in regard to these matters are also
described in

Note
5. The financial statements do not include any adjustments that might result
from the

outcome
of this uncertainty.



The
Blackwing Group, LLC

Issuing
Office: Independence, MO

July
15, 2009



13



NEW MILLENNIUM PRODUCTS

[A Development Stage Company]

BALANCE SHEETS



ASSETS



March
31

March
1,

2009

2008



Current assets:

Cash

$

3,946

$

481



Total
current assets

3,946

481



Total
assets

$

3,946

$

481



LIABILITIES AND
STOCKHOLDERS (EQUITY)



Current liabilities:

Accounts
payable-related party

$

2,235

--



Total
liabilities

2,235

--



STOCKHOLDERS' DEFICIT:

Preferred
Stock, no par value, unlimited

number
of shares authorized, 10,800,000 and

no
shares issued and outstanding

-

--

Common
stock, no par value, unlimited

number
of shares authorized,

10,000,000
shares issued and

outstanding

5,250

750

Subscription
receivable

(500)

-

Deficit
accumulated during

development
stage

(3,039)

(269)



Total
stockholders' equity (deficit)

(1,711)

481



Total
liabilities and stockholders equity

$

3,946

$

481





































The
accompanying notes are an integral part of this financial statement.

14



NEW MILLENNIUM PRODUCTS

[A Development Stage Company]

STATEMENT OF OPERATIONS

FROM INCEPTION (AUGUST 22, 2007) TO MARCH 31, 2008 AND 2009

AND THE YEARS ENDED MARCH 31, 2009







(Unaudited)

Inception

Inception

(August
22, 2007)

(August
3, 2000)

Year
Ended

to

to

March
31, 2008

March
31, 2008

March
31, 2009



REVENUE

$

--

--

$

--



EXPENSES

General
and Administrative:

2,770

269

3,039



Total
Expenses

2,770

269

3,039



NET
LOSS

(2,770)

(269)

$

(1,769)



Basic
loss per common share

(.00)

(.00)

$

(.00)



Basic weighted average
number of

common
shares outstanding

--

10,000,000

--























































The accompanying notes are an integral part of this financial
statement.

15



NEW MILLENNIUM PRODUCTS

[A Development Stage Company]

STATEMENT OF STOCKHOLDERS' EQUITY

FROM INCEPTION (OCTOBER 18, 2007) to MARCH 31, 2009





Deficit

Accumulated

During
the



Common
Stock

Preferred
Stock

Development

Subscription

Shareholders

Shares

Amount

Shares

Amount

Stage

Receivable

Equity

BALANCE,

August
22, 2007

-

$

-

-

$

-

$

-

$

-

$

-



Common stock issued
for

cash
August 22, 2007

9,000,000

500

-

-

-

-

500



Common stock issued for

Incorporation
costs

August
22, 2007

1,000,000

250

-

-

-

-

250



Net
loss

-

-

-

-

(269)

-

(269)





BALANCE,

March
31, 2008

10,000,000

$

1

--

$

0

$

(269)

-

$

481



Issuance of Common
Stock

For
cash, $.065 per share

800,000

4,000

-

--

--

(500)

3,506



Contribution
to Capital

-

500

-

--

--

--

500



Net
loss

-

--

--

--

(2,770)

-

(2,770)



BALANCE,

March
31, 2009

10,800,000

$

4,750

-

$

0

$

(3,039)

$

--

$

(1,711)











































The accompanying notes are an integral part of this financial
statement.

16



NEW MILLENNIUM PRODUCTS

[A Development Stage Company]

STATEMENT OF CASH FLOWS

FROM INCEPTION (AUGUST 22, 2007) TO MARCH 31, 2008 AND 2009

AND YEAR ENDED MARCH 31, 2009





Inception

Inception

(August
22, 2007)

(August
2, 2007)

Year
Ended

to

to

March
31, 2008

March
31, 2008

March
31, 2009



Cash lows from
Operating Activities:

Net
loss

$

(2,770)

$

(269)

$

(3,039)

Adjustments
to reconcile net loss to net cash used

by
operating activities:

Changes
in operating assets and liabilities

-

--

--

Increase
(decrease) in prepaid expenses

-

--

--

Increase
in accounts payable

-

--

--

Increase
in accounts payable-related party

2,235

--

2,235



Net
cash used by operating activities

(535)

(269)

(804)





Cash Flows from Financing
Activities:

Proceeds
from sale of common stock

3,500

500

4,000

Contribution
to Capital

500

-

500

Shares
issued for incorporation costs

--

250

250



Net
cash provided by financing activities

4,000

750

4,750



Net
Increase in Cash

3,465

481

3,941



Cash
at Beginning of Period

481

--

--



Cash
at End of Period

$

3,946

$

481

$

3,946



Supplemental Disclosures of
Cash Flow Information:

Cash
paid during the period for:

Interest

$

--

$

-

$

-

Income
taxes

$

-

$

-

$

-



Supplemental Schedule of
Non-cash Investing and Financing Activities:



None



















The accompanying notes are an integral part of this financial
statement.

17





NEW MILLENNIUM PRODUCTS

[A Development Stage Company]



NOTES TO FINANCIAL STATEMENTS



FOR THE YEARS ENDED MARCH 31, 2009 and 2008 AND THE PERIOD
INCEPTION (AUGUST 22, 2007) to MARCH 31, 2009



NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Organization  New Millennium Products (the Company) was
organized under the laws of the State of Wyoming on August 22, 2007. The Company
is developing products for restoration and rejuvenation of hair, skin, leather
and fur.  The Company has not yet generated any revenues from planned
principal operations and is considered a development stage company as defined in
Statement of Financial Accounting Standards No. 7.  The Company has, at the
present time, not paid any dividends and any dividends that may be paid in the
future will depend upon the financial requirements of the Company and other
relevant factors.



Fiscal Year - The Companys fiscal year-end is March 31.



Cash and Cash Equivalents - The Company considers all highly
liquid debt investments purchased with a maturity of three months or less to be
cash equivalents.



Advertising Costs -Advertising costs are charged to
operations when incurred.  The Company has not yet ncurred any advertising
costs.



Stock-Based Compensation - The Company has one stock-based
employee compensation plan [See Note 2].  The Company accounts for
its plan under the recognition and measurement principles of SFAS 123R, Share
Based Payment and related Interpretations.  The Company has not issued any
stock options or warrants.



Organization Costs - Organization costs, which reflect
amounts expended as of December 31, 2007, were xpensed as incurred.



Income Taxes -The Company accounts for income taxes in
accordance with Statement of Financial Accounting tandards No. 109 Accounting
for Income Taxes [See Note 3].



Loss Per Share - The computation of loss per share is based
on the weighted average number of shares utstanding during the period presented
in accordance with Statement of Financial Accounting Standards No. 128,
Earnings Per Share [See Note 6].



Accounting Estimates - The preparation of financial
statements in conformity with generally accepted accounting principles in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosures of
contingent assets and liabilities at the date of the financial statements, and
the reported amount of revenues and expenses during the reported period.
 Actual results could differ from those estimated.



18



NEW MILLENNIUM PRODUCTS

[A Development Stage Company]



NOTES TO FINANCIAL STATEMENTS



NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]



Recently
Enacted Accounting Standards 



In February 2007, the FASB issued Statement No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities, including an
amendment of FASB Statement No. 115 (FAS 159). FAS 159 permits companies to
choose to measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value and
establishes presentation and disclosure requirements designed to facilitate
comparison between companies that choose different measurement attributes for
similar types of assets and liabilities. The provisions of FAS 159 become
effective as of the beginning of our 2009 fiscal year. We are currently
evaluating the impact that FAS 159 will have on our financial statements.



In March 2008, the FASB issued SFAS No. 161, Disclosures
about Derivative Instruments and Hedging Activities  an amendment of FASB
Statement No. 133, (SFAS 161) as amended and interpreted, which requires
enhanced disclosures about an entitys derivative and hedging activities and
thereby improves the transparency of financial reporting. Disclosing the fair
values of derivative instruments and their gains and losses in a tabular format
provides a more complete picture of the location in an entitys financial
statements of both the derivative positions existing at period end and the
effect of using derivatives during the reporting period. Entities are required
to provide enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entitys financial
position, financial performance, and cash flows. SFAS No. 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. Early adoption is permitted. We are currently evaluating the
impact that FAS 161 will have on our financial statements.



In May 2008, the FASB issued SFAS No. 163, Accounting for
Financial Guarantee Insurance Contracts  an interpretation of FASB Statement
No. 60.  SFAS 163 requires that an insurance enterprise recognize a claim
liability prior to an event of default (insured event) when there is evidence
that credit deterioration has occurred in an insured financial obligation.
 This Statement also clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be
used to account for premium revenue and claim liabilities. Those clarifications
will increase comparability in financial reporting of financial guarantee
insurance contracts by insurance enterprises. This Statement requires expanded
disclosures about financial guarantee insurance contracts. The accounting and
disclosure requirements of the Statement will improve the quality of information
provided to users of financial statements.  SFAS 163 will be effective for
financial statements issued for fiscal years beginning after December 15, 2008.
 The Company does not expect the adoption of SFAS 163 will have a material
impact on its financial condition or results of operation.

In
April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff
Position (FSP) FAS 107-1 and APB 28-1, Interim Disclosures about Fair
Value of Financial Instruments(FAS 107-1 and APB 28-1), which amends SFAS
No. 107, Disclosures about Fair Value of Financial Instruments, and APB
opinion No. 28, Interim Financial Reporting, to require disclosures
about fair value of financial instruments in interim as well as in annual
financial statements. FSP FAS 107-1 and ABP 28-1 is effective for interim
reporting periods ending after June 15, 2009, which for the Company is the first
quarter of fiscal 2010. It is not believed that, based on the Companys current
corporate structure, FSP FAS 107-1 and ABP 28-1 will have an impact on the
Companys financial position, results of operations or cash flows.















NEW MILLENNIUM PRODUCTS

[A Development Stage Company]



NOTES TO FINANCIAL STATEMENTS



NOTE 2  - CAPITAL STOCK

Common Stock - The Company has authorized an unlimited
number of shares of no par value common stock and preferred stock.  In
October 2007, in connection with its organization, the Company issued 9,000,000
shares of  common stock for cash of $500 to one individual who is an
officers/shareholder of the Company, and issued 1,000,000 shares to the
officer/shareholders brother for incorporation expenses of $250 advanced by
him. I January 2008, a private placement of 800,000 shares at $.005 per share
was effected for cash of $3,500 and subscriptions receivable of $500.

Stock Option Plan - In October 2007, the Board of Directors
adopted and the stockholders at that time approved the 2007 Stock Option Plan
(the Plan).  The Plan provides for the granting of qualified and
non-qualified stock options to purchase up to 1,000,000 shares of common stock
to directors, officers, advisors and employees of the Company as well as to
employees of companies that do business with the Company.  Awards under the
plan will be granted as determined by the Stock Option Committee of the Board of
Directors.  The Plan limits awards to directors, officers and employees to
$100,000 of compensation per year.  The options will expire after 10 years
or 5 years if the option holder owns at least 10% of the common stock of the
Company.  The exercise price of a non-qualified option must be at least 85%
of the market price.  The exercise price of a qualified option must be at
least equal to the market price or 110% of the market price if the option holder
owns at least 10% of the common stock of the Company.  At March 31, 2008
and June 30, 2008, no awards had been made and total awards available to be
granted from the Plan amounted to 1,000,000 shares.



NOTE
3 - INCOME TAXES



At March 31, 2009 and 2008, the Companys federal net operating
loss carryforwards were approximately $3,039 and $1,769 for which an allowance
has been recorded for the full amount due to the uncertainty of realizability.
 The Company had a provision for (benefit from) income taxes of $0 for the
period from August 22, 2007 through March 31, 2008 and for the year ended March
31, 2009.



19



NEW MILLENNIUM PRODUCTS



[A Development Stage Company]



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 3 - INCOME TAXES - continued



The Financial Accounting Standards Board has published FASB
Interpretation 48 (FIN 48), Accounting for Uncertainty in Income Taxes, to
address the non-comparability in reporting tax assets and liabilities resulting
from a lack of specific guidance in FASB Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes, on the uncertainty
in income taxes recognized in an enterprises financial statements.
 Specifically, FIN 48 prescribes (a) a consistent recognition threshold and
(b) a measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return, and
provides related guidance on derecognition, classification, interest and
penalties, accounting interim periods, disclosure and transition.  To the
extent interest and penalties would be assessed by taxing authorities of any
underpayment of income taxes, such amounts would be accrued and classified as a
component of income tax expenses on the consolidated statement of operations FIN
48 will apply to fiscal years beginning, after December 15, 2007, with earlier
adoption permitted.  The Company has completed its evaluation of the
effects of FIN 48 and has concluded that the adoption of FIN 48 did not impact
the financial statements for the period ended March 31, 2009.



NOTE 4  RELATED PARTY TRANSACTIONS



An officer and shareholder of the Company is providing a nominal
amount of office space to the Company at no cost, and has advanced $2,000 for
costs. A brother of this officer has advanced $235. Such amounts are due on
demand and non interest bearing. This brother also contributed a legal opinion
to the Company, accounted for as additional paid in capital.





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Recently Enacted Accounting Standards In September 2006,
the FASB issued Statement No. 157, Fair Value Measurements (FAS 157), which
defines fair value, establishes a framework for measuring fair value, and
expands disclosures about fair value measurements. The provisions of FAS 157
became effective as of the beginning of our 2008 fiscal year. The adoption of
FAS 157 did not have a significant impact on our financial statements.



In September 2006, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial
Statements (SAB 108), which addresses how to quantify the effect of financial
statement errors. The provisions of SAB 108 became effective as of the end of
our 2007 fiscal year. The adoption of SAB 108 did not have a significant impact
on our financial statements.



In February 2007, the FASB issued Statement No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities, including an
amendment of FASB Statement No. 115 (FAS 159). FAS 159 permits companies to
choose to measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value and
establishes presentation and disclosure requirements designed to facilitate
comparison between companies that choose different measurement attributes for
similar types of assets and liabilities. The provisions of FAS 159 become
effective as of the beginning of our 2009 fiscal year. We are currently
evaluating the impact that FAS 159 will have on our financial statements.



In December 2007, the FASB issued SFAS 160, Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB No. 51
which applies to all entities that prepare consolidated financial statements,
except not-for-profit organizations, but will affect only those entities that
have an outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary. The statement is effective for annual periods
beginning after December 15, 2008.



NOTE 2 - CAPITAL STOCK





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