NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

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

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                ------------------------------------------------
                      For quarter ended September 30, 2003
                         Commission File Number 0-29195

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                 (Name of Small Business Issuer in Its Charter)

        Colorado                           (7310)                 84-1463284
--------------------------------------------------------------------------------
(State or jurisdiction of      (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                         200 9th Avenue North, Suite 210
                          Safety Harbor, Florida 34695

                                 (727) 797-6664
                                 --------------
          (Address and Telephone Number of Principal Executive Offices
                        and Principal Place of Business)

                            John D. Thatch, President
                    New Millennium Media International, Inc.
                         200 9th Avenue North, Suite 210
                          Safety Harbor, Florida 34695
            (Name, Address and Telephone Number of Agent for Service)

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 [ ]

As of September 30, 2003 there were  11,164,728  shares of the Company's  common
stock issued and outstanding.

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                                      INDEX

                                                                            Page
                                                                            ----
Part I   Financial Information.................................................3
         Item 1   Financial Statements ........................................3
                  Condensed Balance Sheet......................................3
                  Condensed Statement of Operations............................4
                  Condensed Statement of Cash Flows............................5
                  Notes to the Condensed Financial Statements..................6
         Item 2   Management's Discussion and Analysis of
                  Financial Condition and Results of Operations...............10
                  Overview....................................................10
                  Critical Accounting Policies................................11
                  Liquidity and Capital Resources.............................11
                  Material Changes in Financial Condition.....................11
                  Results of Operations.......................................11
                  Operating Expense...........................................12
                  Loss From Operations........................................13
                  Net Loss....................................................13
                  Trends and Events...........................................14
         Item 3   Quantitative and Qualitative Disclosures
                  About Market Risk...........................................14
Part II  Other Information....................................................14
         Item 1   Legal Proceedings...........................................14
         Item 2   Changes in Securities and Use of Proceeds...................15
                  Common Stock Transferred....................................15
                  Use of Proceeds.............................................15
         Item 3   Defaults Upon Senior Securities.............................15
         Item 4   Submission of Matters to a Vote of Security Holders.........15
         Item 5   Other Information...........................................15
         Item 6   Exhibits and Reports on Form 8-K............................16
Signatures....................................................................16
Exhibit Index.................................................................17
Certifications................................................................18

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                                 BALANCE SHEETS

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                     September 30, 2003
                                                        (Unaudited)     December 31, 2002
                                                       --------------     --------------
CURRENT ASSETS
<S>                                                    <C>                <C>
Cash                                                   $       65,196     $       16,335
Accounts receivable, net                                       30,526              1,006
Other receivables, net                                             --              2,891
                                                       --------------     --------------
TOTAL CURRENT ASSETS                                           95,722             20,232
                                                       --------------     --------------

PROPERTY AND EQUIPMENT, NET                                   934,476          1,065,870
                                                       --------------     --------------
OTHER ASSETS
Deferred royalty expense                                           --             75,000
Deposits                                                       21,276             21,276
                                                       --------------     --------------
TOTAL OTHER ASSETS                                             21,276             96,276
                                                       --------------     --------------
TOTAL ASSETS                                           $    1,051,474     $    1,182,378
                                                       ==============     ==============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
Notes and loans payable                                       551,259          1,297,940
Notes payable, related party                                       --            303,657
Accounts payable                                              397,420            449,865
Royalties payable                                             156,875             83,924
Preferred stock dividends payable                             115,303                 --
Accrued expenses                                              350,385            330,707
Accrued compensation                                          252,609            154,250
Customer deposits                                                  --             28,500
Deferred revenues                                              62,676             41,609
Deferred gain on sale of future revenues                      150,000            150,000
Accrued commitment penalty                                    100,000            200,000
                                                       --------------     --------------
TOTAL CURRENT LIABILITIES                                   2,136,527          3,040,452
                                                       --------------     --------------

PREFERRED STOCK REDEEMABLE                                         --

STOCKHOLDERS' DEFICIENCY
Preferred stock, par value $0.001; 10,000,000
  shares authorized Convertible Series A,
  Preferred stock, 5,000,000 shares authorized,
  2,095,671 and 12,173 shares issued and
  outstanding, respectively, September 30,
  2003 and December 31, 2002                                    2,096                 12
Common stock, par value $0.001; 15,000,000
  shares authorized, 11,163,728 and 10,253,508
  shares issued and outstanding, respectively,
  September 30, 2003 and December 31, 2002                     11,164             10,254
Common stock issuable, at par value. (1,000 shares)                 1                  1
Preferred stock issuable, at par value                             --                 --
Additional paid in capital                                  7,510,413          5,101,664
Accumulated deficit                                        (8,550,722)        (6,915,826)
                                                       --------------     --------------
                                                           (1,027,048)        (1,803,895)
Less deferred consulting expense                              (31,263)           (44,104)
Less deferred compensation expense                            (11,667)                --
Less subscriptions receivable                                 (15,075)           (10,075)
                                                       --------------     --------------
TOTAL STOCKHOLDERS' DEFICIENCY                             (1,085,053)        (1,858,074)
                                                       --------------     --------------
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK
  AND STOCKHOLDERS' DEFICIENCY                         $    1,051,474     $    1,182,378
                                                       ==============     ==============
</TABLE>

                See accompanying notes to financial statements.

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                        FOR THE          FOR THE
                                                                      FOR THE          FOR THE        NINE MONTHS      NINE MONTHS
                                                                   QUARTER ENDED    QUARTER ENDED        ENDED            ENDED
                                                                   SEPT 30, 2003    SEPT 30, 2002    SEPT 30, 2003    SEPT 30, 2002
                                                                    ------------     ------------     ------------     ------------
<S>                                                                 <C>              <C>              <C>              <C>
REVENUES                                                            $     72,275     $     73,100     $    275,452     $    532,347

COST OF REVENUES                                                              88               --           75,909               --
                                                                    ------------     ------------     ------------     ------------

GROSS PROFIT                                                              72,187           73,100          199,543          532,347

OPERATING EXPENSES
Compensation                                                             212,477               --          637,563               --
Bad debt                                                                  12,913               --           99,945               --
Consulting fees                                                           19,887               --          143,576               --
Depreciation                                                              43,798           43,729          131,394          130,726
General and administrative                                                63,698          512,049          243,759        1,434,842
Professional fees                                                        144,630               --          250,534               --
Rent expense                                                              21,239               --           91,241               --
Commitment Penalty Expense - Swartz                                      100,000               --          200,000               --
Royalties                                                                 25,000               --          137,827               --
                                                                    ------------     ------------     ------------     ------------
TOTAL OPERATING EXPENSES                                                 643,642          555,778        1,935,839        1,565,568
                                                                    ------------     ------------     ------------     ------------
Loss from Operations                                                    (571,455)        (482,678)      (1,736,296)      (1,033,221)
                                                                    ------------     ------------     ------------     ------------
OTHER INCOME (EXPENSE)
Other income                                                              16,650               --           44,672               --
Settlement gain (loss), net                                              (25,553)           7,989          286,942            7,989
Interest expense                                                         (34,507)         (28,823)        (107,377)         (92,942)
                                                                    ------------     ------------     ------------     ------------
TOTAL OTHER EXPENSES, NET                                                (43,410)         (20,834)         224,237          (84,953)
                                                                    ------------     ------------     ------------     ------------
Loss before cumulative effect of change in accounting principle         (614,865)        (503,512)      (1,512,059)      (1,118,174)
Cumulative effect of change in accounting principle                           --               --         (565,095)
                                                                    ------------     ------------     ------------     ------------
NET LOSS                                                            $   (614,865)    $   (503,512)    $ (1,512,059)    $ (1,683,269)

Preferred Stock Dividends                                                (46,405)              --         (122,837)              --
                                                                    ============     ============     ============     ============
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS                           $   (661,270)    $   (503,512)    $ (1,634,896)    $ (1,683,269)

Basic and Diluted Loss Per Common Share:
  Loss before cumulative effect of change in accounting principle          (0.06)          (0.049)           (0.15)          (0.116)
  Cumulative effect of change in accounting principle                         --               --                            (0.059)
                                                                    ------------     ------------     ------------     ------------
Net Loss Per Common share-Basic and Diluted                                (0.06)          (0.049)           (0.15)          (0.175)
                                                                    ============     ============     ============     ============
Weighted average common shares outstanding                            10,907,911       10,178,027       10,715,715        9,616,527
                                                                    ============     ============     ============     ============
</TABLE>

                See accompanying notes to financial statements.

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        NINE MONTHS ENDED SEPTEMBER 30,
                                                             2003             2002
                                                         ------------     ------------
<S>                                                      <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                                 $ (1,512,059)    $ (1,683,269)
Adjustments to reconcile net loss to net cash
  used in operating activities:                                    --               --
Cumulative effect of change in accounting principle                --          565,095
Gain (Loss) on conversion of debt to equity                        --            7,989
Stock and options for services                                230,567          358,299
Stock based settlement gain (loss), net                        16,435               --
Expense of option grants to noteholders                        53,125               --
Fair value of options issued                                       --               --
Fair value of warrants issued                                      --               --
Gain on forgiveness of accrued penalties                     (300,000)              --
Bad Debt                                                       99,945               --
Depreciation                                                  131,394          130,726
Other non-cash income                                            (354)              --
(INCREASE) DECREASE IN ASSETS:                                     --               --
Accounts receivable                                          (129,465)           8,200
Other receivables                                               2,891               --
Deferred royalty expense                                       75,000               --
Deferred compensation expense                                   1,174               --
Intangible assets                                                  --            5,000
Other assets                                                       --          (57,216)
INCREASE (DECREASE) IN LIABILITIES:                                --               --
Loans payable - accrued interest                                9,407               --
Notes payable - related party - accrued interest               (3,922)              --
Accounts payable and accrued expenses                          36,898         (101,910)
Royalties payable                                              72,951               --
Accrued expenses                                               19,678               --
Accrued compensation                                          138,834               --
Preferred stock dividends payable                                  --               --
Customer deposits                                             (28,500)              --
Deferred revenues                                              21,067               --
Accrued commitment penalty                                    200,000               --
(Increase) decrease in prepaid expenses                            --           25,500
Increase (decrease) in related party payables                      --          245,512
                                                         ------------     ------------
NET CASH USED IN OPERATING ACTIVITIES                        (864,934)        (496,074)
                                                         ------------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                                 --           (7,940)
                                                         ------------     ------------
NET USED IN INVESTING ACTIVITIES                                   --           (7,940)
                                                         ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends Paid                                                 (7,534)              --
Proceeds from notes and loans payable                         101,329          341,198
Proceeds from notes payable - related party                        --            5,000
Equity proceeds                                               820,000               --
Proceeds from common stock transactions                            --          140,000
Proceeds from exercise of common stock options                     --            1,300
                                                         ------------     ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                     913,795          487,498
                                                         ------------     ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
Net Increase (Decrease) in cash                          $     48,861     $    (16,516)
Cash beginning of year                                         16,335           47,239
                                                         ------------     ------------
CASH END OF YEAR                                         $     65,196     $     30,723
                                                         ============     ============

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES:

Convertible notes and accrued compensation converted
  to 1,021,655 preferred shares                          $  1,021,655               --
Notes converted to 27,500 preferred shares               $     27,500               --
Accrued expenses settled for 338,880 preferred shares    $     49,000               --
Accounts payable settled for 89,343 preferred shares     $     89,343               --
</TABLE>

<PAGE>

NOTE 1 BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS
-----------------------------------------------------------------

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
and the rules and  regulations  of the United  States  Securities  and  Exchange
Commission for interim financial information.  Accordingly,  they do not include
all the information and footnotes necessary for a comprehensive  presentation of
financial  position and results of operations  and should be read in conjunction
with the  Company's  Annual  Report Form 10-KSB for the year ended  December 31,
2002.

It is management's opinion,  however, that all material adjustments  (consisting
of normal recurring  adjustments)  have been made which are necessary for a fair
financial  statement  presentation.  The results for the interim  period are not
necessarily indicative of the results to be expected for the year.

Certain  amounts in the 2002  financial  statements  have been  reclassified  to
conform with the 2003 presentation.

In  November  2002,  the FASB issued FASB  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others"  (FIN 45).  FIN 45  requires  that upon
issuance of a guarantee,  a guarantor  must  recognize a liability  for the fair
value  of an  obligation  assumed  under  a  guarantee.  FIN  45  also  requires
additional  disclosures  by a  guarantor  in its  interim  and annual  financial
statements  about  the  obligations   associated  with  guarantees  issued.  The
recognition  provisions  of FIN 45 are effective  for any  guarantees  issued or
modified after December 31, 2002. The disclosure  requirements are effective for
financial  statements  of interim or annual  periods  ending after  December 15,
2002. . The adoption of this  pronouncement  does not have a material  effect on
the earnings or financial position of the Company.

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation of Variable Interest Entities.: FIN 46 requires that if an entity
has a controlling  financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable  interest entity should be
included in the  financial  statements  of the entity.  FIN 46 requires that its
provisions are effective  immediately  for all  arrangements  entered into after
January 31,  2003.  The Company  does not have any  variable  interest  entities
created after  January 31, 2003.  For those  arrangements  entered into prior to
January  31,  2003,  the FIN 46  provisions  are  required  to be adopted at the
beginning of the first interim or annual period  beginning  after June 15, 2003.
The Company has not identified any variable  interest  entities to date and will
continue to evaluate whether it has variable  interest entities that will have a
significant impact on its balance sheet and results of operations.

NOTE 2 NOTES PAYABLE, CONVERSION AND REDEEMABLE PREFERRED STOCK
---------------------------------------------------------------

The company  borrowed  $65,000  from 3  individuals  during the 1st quarter 2003
of which $50,000 was converted to stock in January 2003. (See Note 3)

In January  2003 certain note holders  converted  their  $1,021,655  of loans to
Series A convertible  preferred stock. For financial  accounting  purposes,  the
preferred shares were valued at $1.00 per share based on the common stock quoted
trading  price  of  $0.25  per  share  on the  conversion  date  and the 4 for 1
conversion ratio of the preferred stock to common stock. Accordingly, no gain or
loss on conversion of the loans was  recognized  except for an $882 loss from an
overissuance which was not refunded since it was not material. The conversion is
contingent  on  the  Company  raising  $1,000,000  by  the  sale  of  Series  A,
Convertible  Preferred Stock by May 15, 2003. If the Company does not raise such
funds,  the creditors may cancel the  conversion  agreement at any time prior to
September 25, 2003 by written notice to the Company. As of September 30, 2003 no
notice was received and  accordingly the preferred  shares were  reclassified to
permanent equity.

The  company  entered  into a  promissory  note in the amount of $22,500  with a
non-employee  for services  rendered on April 17, 2003.  The note,  along with a
previous  loan from this  individual  in the amount of $5,000 was  converted  to
27,500  Series A  convertible  preferred  shares in April  2003.  For  financial
accounting  purposes,  the preferred shares were valued at $1.00 per share based
on the contemporaneous sales of Series A preferred stock resulting in no gain or
loss on conversion.

<PAGE>

NOTE 3 COMMITMENTS
------------------

The  Company  executed a six-month  consulting  agreement  on February  17, 2003
whereby the  consultant  will provide  public  relations  services.  The Company
agreed to issue 100,000 free trading shares under their ESOP, 100,000 restricted
shares,  and warrants to purchase  150,000  common shares (50,000 at an exercise
price of $0.50;  50,000 at $0.75 and 50,000 at  $1.00),  which vest 1/3 every 30
days. The resulting estimated expense will be recognized over the contract term.
(See Notes 5 and 6)

The  Company  executed a one-year  consulting  agreement  on  February  28, 2003
whereby the consultant will provide management and financial consulting services
to the Company.  The consultant was granted 30,000 common shares as compensation
which were issued immediately. The resulting expense will be recognized over the
contract term.
(See Note 5)

The company executed an agreement on May 21, 2003 for the creation of a Phase II
prototype  demonstrating  the  Company's  OnScreen LED display  technology.  The
anticipated  cost of this  prototype  is $100,000,  with  payments to be made at
various  stages of  completion.  The estimated time to complete the prototype is
three months.

In May  2003,  the  Company  executed  a  six-month  employment  agreement  (the
"Agreement")for  a Director of  Research  and  Development.  The  employee  will
received  $10,000 per month  accrued but deferred  until such time the Company's
technical  division  has  sufficient  cash on hand  to pay  the  salary.  At the
employee's  option,  such accrued salary may be converted to common or preferred
shares of the Company at the current bid price.  In  addition,  the  employee is
granted,  upon execution of the  employment  agreement,  three-year  options for
500,000  common  shares  at an  exercise  price of $0.25 per  share;  three-year
options  for  750,000  shares  at $0.35 per share  upon  completion  of Phase II
prototype as defined in the Agreement;  three-year options for 500,000 shares at
$0.40 per share upon receipt by the Company of any Next Stage  ONScreen  funding
in excess of $150,000 as defined in the  Agreement  and  three-year  options for
250,000  shares at $0.50 per share upon  receipt by the  Company of payment  for
commercial  orders in excess of  $200,000.  The expense  relating to the initial
500,000 shares is recognized over the six-month term. (See Note 6)

In June 2003 the Company  received a waiver of  $300,000  of accrued  commitment
penalties and  recognized a gain on  settlement of $300,000.  Subsequent to June
2003,  the  Company  must  continue  to  accrue  the  stipulated  penalties  and
accordingly  recognized  a $100,000  penalty  expense  and  accrual in the three
months ended September 30, 2003.

NOTE 4 PREFERRED STOCK ISSUANCES AND DIVIDENDS
----------------------------------------------

The Company has not yet filed with the State a certificate of  designations  and
preferences  for  the  Series  A  preferred  stock,   however,   management  has
represented  to preferred  stock  investors  that the  preferred  stock pays 10%
cumulative  dividends,  payable  quarterly.  The Company has paid  dividends  of
$7,534 to  certain  holders of the  preferred  stock and has  accrued  dividends
payable of $115,303 as of September 30, 2003.

In January 2003,  the Company  granted  100,000  Series A convertible  preferred
shares in exchange for $100,000 of loans. 50,000 shares were valued at $1.00 per
share based on the quoted  trading  price of the common stock on January 6, 2003
and the 4-for-1 conversion ratio for the preferred shares which were immediately
convertible,  50,000  shares  were valued at $0.80 per share based on the quoted
trading price of the common stock on January 23, 2003 and the 4-for-1 conversion
ratio for the preferred shares which were immediately convertible.  Accordingly,
the Company recorded a settlement gain of $10,000.

During the quarter  ended March 31,  2003,  the Company  sold Series A preferred
shares for cash.  In January,  the Company sold 50,000  preferred  shares to one
investor for $50,000. In February,  the Company sold 75,000 preferred shares for
two  investors  for  $75,000.  In March 2003 the Company  sold 50,000  preferred
shares to one investor for $50,000.  The latter 50,000 shares were  reflected as
issuable at March 31, 2003 and issued in April 2003.

In April 2003,  the company  issued 25,000  shares Series A preferred  stock for
services  rendered by a non-employee.  The shares were valued at $1.00 per share
based on the  contemporaneous  sales of  Series A  preferred  stock at $1.00 per
share resulting in a contract labor expense of $25,000.

<PAGE>

During the quarter  ended June 30,  2003,  the  company  sold Series A preferred
shares for cash at $1.00 per share.  In April  2003,  the company  sold  125,000
shares to two  investors  for  $125,000.  In May 2003,  the company sold 250,000
shares to one investor for $250,000.

During the quarter ended September 30, 2003, the company sold Series A preferred
shares for cash at $1.00 per share.  In August  2003,  the company  sold 205,000
shares to five  investors  for  $205,000.  In September  2003,  the company sold
65,000 shares to two investors for $65,000.

In September  2003,  the company  issued  89,343  Series A preferred  shares for
settlement of accounts  payable of $89,343.  The shares were valued at $1.00 per
share  based  on  contemporaneous  cash  sales  and  thus no  gain  or loss  was
recognized on the settlement.

NOTE 5 COMMON STOCK ISSUANCES
-----------------------------

On January 1, 2003 the Company  issued  77,640  shares to an employee  under his
employment agreement,  requiring $25,000 worth of stock using the 30-day average
price prior to fiscal 2002  year-end.  For financial  accounting  purposes,  the
stock was valued on the earned date of December 31, 2002 resulting in a value of
$21,739  and  a  settlement   gain  of  $3,261  in  January  2003.  The  $25,000
compensation expense had been expensed and accrued in December 2002.

During the quarter  ended March 31,  2003,  the Company  issued  100,000  common
shares pursuant to exercises of options granted under the default  provisions of
certain  promissory notes. The issuance resulted in subscriptions  receivable of
$2,500 for an exercise price of $.025 per share.

During the quarter  ending March 31, 2003, the Company issued 293,700 shares for
services rendered to various non-employee  consultants and service providers. On
January 6, 2003,  23,700 shares were issued for services  rendered and valued at
the $0.25 per share  quoted  trading  price on the  grant  date  resulting  in a
consulting  expense of $5,925. On February 18, 2003,  200,000 shares were issued
under a February 17, 2003 six-month consulting agreement. The shares were valued
at the quoted trading price of $0.23 on the grant date which was the measurement
date since the shares were contractually fully vested at the grant date.
Accordingly,  the Company  recognized an expense  through  September 30, 2003 of
$36,415 and a deferred  expense of $9,585 at September 30, 2003. On February 21,
2003,  40,000  shares were issued for services  rendered and valued at the $0.37
quoted  trading  price on the grant date  resulting in a  consulting  expense of
$14,800.  On March 4, 2003,  30,000  shares were issued to a consultant  under a
February 28, 2003 one-year consulting  agreement.  The shares were valued at the
$0.25  quoted  trading  price on the grant date which was the  measurement  date
since the shares were considered fully vested at the grant date. Accordingly, an
expense  through  September  30,  2003 of $4,375 was  recognized  and a deferred
expense of $3,125 was recorded at September 30, 2003.

During the quarter ended June 30, 2003,  the Company issued 50,000 common shares
pursuant to exercises of options granted under the default provisions of certain
promissory notes. The issuances  resulted in subscriptions  receivable of $1,250
based on an exercise price of $0.025 per share.

During the quarter ended  September 30, 2003,  the Company  issued 50,000 common
shares pursuant to exercises of options granted under the default  provisions of
certain promissory notes. The issuances resulted in subscriptions  receivable of
$1,250  based on an  exercise  price of $0.025  per share.  Total  subscriptions
receivable  related to exercised options under default  provisions of promissory
notes through September 30, 2003 were $15,075 at September 30, 2003.

During the quarter ended  September 30, 2003,  the Company  issued common shares
for debt settlement. In August 2003, the Company issued 200,000 common shares as
collateral for amounts due to the Company's landlord.  For accounting  purposes,
according to FASB 128 the shares are not considered outstanding and not included
in the  computation  of loss per share.  In September  2003,  the Company issued
338,880 common shares for debt settlement.  The shares were valued at the quoted
trading price of $0.22 on the grant date. The issuance resulted in a decrease in
notes payable of $49,000 and a settlement loss of $25,553.

<PAGE>

NOTE 6 WARRANT AND OPTIONS GRANTS
---------------------------------

On January 2, 2003, the Company  granted 62,500 5-year warrants with an exercise
price of $0.25 per share to its Scientific Advisory Board members.  The warrants
were valued at $0.28 per warrant or an aggregate $17,432 for these non-employees
using the  Black-Scholes  Options Pricing Model with the following  assumptions;
expected  life of 5 years,  volatility of 253%,  zero  expected  dividends and a
discount rate of 3.05%.  Based on the members'  service term of three years, the
Company  recognized  an  expense  through  September  30,  2003 of $4,307  and a
deferred consulting expense of $13,124 at September 30, 2003.

On January 6, 2003,  the Company  granted to an employee  5,000 warrants with an
exercise  price based on the 5-day  average  prior to the date of  exercise  and
expiring  January  6,  2006.  These  variable  warrants  were  valued  under the
intrinsic  value  method of APB 25 at the  balance  sheet date of March 31, 2003
resulting in a value of $0.10 per warrants or a total of $500.

On  February  18,  2003,  the Company  granted  150,000  warrants  (50,000 at an
exercise price of $0.50; 50,000 at $0.75 and 50,000 at $1.00) expiring April 20,
2004 to a consultant  for a service period through August 17, 2003. The warrants
were valued at  $0.0065,  $0.0039  and  $0.1253  respectively  per warrant or an
aggregate  $6,785  using  the  Black-Scholes  Options  Pricing  Model  with  the
following  assumptions;  expected life of 30 to 428 days,  volatility of 161% to
214%, zero expected dividends and a discount rate of 1.2% to 1.3%.  Accordingly,
the Company recorded a consulting  expense of $3,753 through  September 30, 2003
and deferred consulting  expense/liability of $3,032 at September 30, 2003. (see
Note 3)

During the quarter ended June 30, 2003, the company  granted options to purchase
50,000 common shares  pursuant to the default  provisions of certain  promissory
notes.  The options were valued at the $0.22 quoted  trading  price on the grant
date resulting in an interest expense of $9,750.

On May 1, 2003,  the  company  granted to an  employee  500,000  shares  options
pursuant  to his  employment  contract.  These  options  were  valued  under the
intrinsic value method of APB 25 at the grant date resulting in a value of $0.14
per option. Accordingly,  the company recorded a compensation expense of $58,333
through September 30, 2003 and a deferred compensation of $11,667.

During the quarter ended  September  30, 2003,  the company  granted  options to
purchase  75,000  common  shares  pursuant to the default  provisions of certain
promissory notes.  25,000 options were granted valued at the $0.175,  $0.195 and
$0.245 quoted trading prices on the grant dates resulting in an interest expense
of $15,375.

On August 8, 200,3 the Company granted 12,500 warrants with an exercise price of
$0.25 per share to a Scientific Advisory Board member.  Pursuant to SFAS 123 the
warrants  were valued at $0.203 per warrant or an aggregate  $2,537.50  for this
non-employee  using the  Black-Scholes  Options Pricing Model with the following
assumptions: expected life of 5 years, volatility of 249%, interest rate of .95%
and zero expected dividends.  Based on the member's service term of three years,
the  Company  recognized  an expense  through  September  30, 2003 of $141 and a
deferred consulting expense of $2,397 at September 30, 2003.

NOTE 7 GOING CONCERN
--------------------

As reflected in the  accompanying  financial  statements,  the Company has a net
loss to  common  stockholders  of  $1,634,896  and cash  used in  operations  of
$864,934 in the nine months ended September 30, 2003 and an accumulated deficit,
stockholders' deficit and working capital deficit of $8,550,722,  $1,085,053 and
$2,040,805,  respectively,  at September 30, 2003. The ability of the Company to
continue as a going  concern is  dependent on the  Company's  ability to further
generate sales and raise additional capital.

The Company is working  towards  re-filing  its Form SB-2 with the United States
Securities  and Exchange  Commission  in order for it to become  effective.  The
Swartz  $25,000,000  equity line should then become available for the Company to
obtain the necessary funding to expand its operations.

<PAGE>

NOTE 8 SUBSEQUENT EVENTS
------------------------

On October  30,  2003  ("Settlement  Date") the  Company  executed a  settlement
agreement  relating to alledged  royalties  due. The Company will issue  150,000
common shares and pay $75,000 in four equal quarterly payments starting December
1, 2003. If any payment is not made on the scheduled  date,  the cash payment in
total  increases to $150,000 less amounts  already paid.  The 150,000 shares are
valued at the quoted  trading  price of $0.90,  or $135,000,  on the  Settlement
Date. The Company had accrued $156,875 in royalties payable as of the Settlement
Date. Accordingly, the Company recognized a settlement loss of $53,125.

<PAGE>

ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS.

GENERAL
Management's   discussion  and  analysis   contains   various  "forward  looking
statements." Such statements consist of any statement other than a recitation of
historical fact and can be identified by the use of forward-looking  terminology
such as "may,"  "expect,"  "anticipate,"  "estimate,"  or  "continue"  or use of
negative or other variations or comparable terminology.

We caution that these statements are further qualified by important factors that
could cause  actual  results to differ  materially  from those  contained in the
forward-looking   statements,   that  these   forward-looking   statements   are
necessarily  speculative,  and there are certain  risks and  uncertainties  that
could cause actual events or results to differ materially from those referred to
in such forward-looking statements.

OVERVIEW
New Millennium Media International,  Inc. (NMMI) is engaged in activities in the
advertising  business.  The primary activity of the Company  currently  involves
several types of visual advertising: The IllumiSign-EyeCatcher  front-lit motion
display boards, the IllumiSign-EyeCatcher back-lit motion display boards, plasma
screens and LED display boards.  NMMI sells  advertising  space on these display
boards on a contractual basis, payable monthly or in the case of the LED boards,
on an event basis.  In certain  instances  we sell motion  display  boards.  The
criteria that  determines the sale rather than leasing the displays is two fold:
(i) sales in foreign  countries  where  recovery of the displays in the event of
non-payment  would be a major  expense and recovery of the display  economically
impractical  and (ii) sales to customers  in large  quantity  where  leasing the
displays is  determined  to be nearly  impossible  and the customer  retains the
displays for its own benefit and the  customer  intends to place the displays in
non-competition  with  the  business  model  of  the  Company.  The  Company  is
continuing to devote  substantially  all of its present  efforts to implementing
its operational and marketing plans designed to establish new business  accounts
for its mobile LED boards and the motion display boards.

On July 23, 2001, NMMI signed an exclusive licensing agreement with the inventor
of a new  technology  that  allows the  manufacture  of  large-scale  LED (light
emitting   diode)  video  displays  with  dramatic   improvements  in  cost  and
performance  (hereafter referred to as "OnScreen").  Under this agreement,  NMMI
will  continue  to  participate  in the  research  and  development  of this new
technology  and will have the exclusive  worldwide  marketing  rights to sell or
license the technology.  The initial working prototype model for this technology
has been completed and successful  and the larger,  true-to-scale,  prototype of
the OnScreen display technology has been completed and operationally successful.
In further  support of  ongoing  research  and  development  of this  innovative
technology,  NMMI formed an OnScreen  Scientific  Advisory  Board  consisting of
seven nationally recognized scientific  technologic  individuals in the field of
science and technology  headed by David Pelka, most of whom have earned at least
one Doctor of Philosophy degree in a scientific  discipline relating to LED. The
Company  appointed  Stephen K. Velte as Director of Research and Development for
the  OnScreen  technology  project.  Mr.  Velte  holds a  Bachelor's  degree  in
Electrical Engineering with a special focus on mathematical systems. He spent 18
years with Hewlett Packard and Agilent Technologies.

<PAGE>

NMMI  continues to incur  significant  losses from  operations.  We incurred net
losses of $661,270 for the quarter ended September 30, 2003 compared to $503,512
for the same term of 2002 a loss  increase of $157,758.  As of June 30, 2003, we
had an accumulated deficit of $8,550,722.

CRITICAL ACCOUNTING POLICIES
Our financial  statements  and related  financial  information  are based on the
application  of accounting  principles  generally  accepted in the United States
(GAAP). The preparation of financial  statements under GAAP requires  management
to make estimates and assumptions that affect the reported amount of revenue and
expenses  during the  periods.  We believe our use of estimates  and  underlying
accounting  assumptions  adhere to GAAP and are consistently and  conservatively
applied.  Estimates have been made by management in several areas including, but
not limited to, accounts  receivable  allowances and valuation of long-lived and
intangible assets including goodwill.  We have based our estimates on historical
experience  and on various  other  assumptions  that we believe to be reasonable
under  the   circumstances   and  review   valuations  based  on  estimates  for
reasonableness and conservatism on a consistent basis. Actual results may differ
materially from these estimates under different assumptions or conditions.

LIQUIDITY AND CAPITAL RESOURCES
Since  inception,  we have funded our  operations  and  investments in equipment
primarily  through equity financings and borrowing from related parties that are
not necessarily isolated transactions; however, there is no assurance that there
will be proceeds from such transactions in the future.

MATERIAL CHANGES IN FINANCIAL CONDITION
As shown on the attached Balance Sheet, the PROPERTY AND EQUIPMENT has decreased
to $934,476  September  30, 2003 from  $1,065,870  at December  31,  2002.  This
decrease is principally due to  depreciation.  The TOTAL CURRENT Assets shows an
increase of $75,490,  primarily  due to  increased  cash partly from cash raised
from the sale of  preferred  shares and,  to a lesser  extent,  from loans.  The
ACCOUNTS  RECEIVABLE  increased $29,520 as well from sales. The Company shows no
DEFERRED  ROYALTY  EXPENSE for the third quarter of 2003 compared to $75,000 for
the corresponding 2002 quarter.  This Royalty Expense is the royalty paid to the
inventor of the OnScreen  technology.  Payment of the recurring expense has been
assumed by an investor in exchange  for shares of company  Series A  Convertible
Preferred stock. The net result of these asset changes is stated as Total Assets
that  decreased by $130,904  from  September  30, 2003  compared to December 31,
2002.

NOTES  AND LOANS  PAYABLE  decreased  by  $746,681  from  December  31,  2002 to
September 30, 2003.  This decrease is  principally a result of the conversion of
debt to shares of Series A Convertible  Preferred stock as discussed in Notes to
the  Financial  Statement,  Note 2, Notes  Payable,  Conversion  and  Redeemable
Preferred  Stock).  NOTES PAYABLE,  RELATED PARTY has decreased from $303,657 to
zero also as a result of conversion to Series A Convertible Preferred Stock. The
ACCRUED EXPENSES account, which shows an accumulated increase of $19,678 for the
third 2003 quarter,  generally includes expense items that have accrued over the
past years.

ACCOUNTS  PAYABLE  decreased  by $52,445  from  $449,865 at December 31, 2002 to
$397,420 as of September 30, 2003. A major contributing factor for this decrease
is the settlement of a $89,343  payable for the issuance of Series A Convertible
Preferred  shares  as  noted  in the last  paragraph  of Notes to the  Financial
Statement, Note 4, PREFERRED STOCK ISSUANCE AND DIVIDENDS.

<PAGE>

ROYALTIES  PAYABLE  increased  from  $83,924 At December 31, 2002 to $156,875 at
September 30, 2003.  This $72,951  increase is the result of continuing  accrual
for a disputed  royalty  arrangement.  This  dispute was settled  subsequent  to
September 3o, 2003 for $75,000 and 150,000 common shares.

PREFERRED  STOCK  DIVIDENDS  PAYABLE  notes  a  current  increase  from  zero to
$115,303.  The Company has paid  dividends  of $7,534 to certain  holders of the
preferred  stock and has accrued  dividends  payable of $115,303 as of September
30, 2003. See Notes to the Financial Statement, Note 4, PREFERRED STOCK ISSUANCE
AND DIVIDENDS.

ACCRUED  COMPENSATION  increased by $98,359 from  December 31, 2002  compared to
September  30,  2003.  This  amount  represents  accrued  salary of the  Company
president/CEO. When the Company does not have sufficient funds to pay the salary
of the Company president/CEO, it was orally agreed to accrued unpaid salary.

CUSTOMER  DEPOSITS  diminished  to zero from  $28,500  from  December  31,  2002
compared to  September  30,  2003.  This  account  represents  money paid to the
Company to reserve  advertising space and/or  EyeCatcherPlus  display placement.
Currently, there are no such reservations.

DEFERRED  REVENUES  increased  by 34%, an increase of $21,067,  from  $41,609 at
December  31, 2002 to $62,676 at  September  30,  2003.  Advertising  revenue is
recognized  pro-rata over the term of the customer  contract or arrangement  and
customer prepayments received are recorded as a deferred revenue liability until
revenue recognition is proper.  Territory fees from distributors are recorded as
a  deferred  revenue  liability  and  then  recognized  over  the  term  of  the
distributor contract.

DEFERRED GAIN ON SALE OF FUTURE REVENUES remained  constant at $150,000.  During
2001,  the  Company   purchased  an  exclusive  license  in  a  patent  for  the
manufacture,  sale,  and  marketing of the OnScreen  technology.  The license is
valid for the entire patent term to be amortized over a patent life of 17 years,
from the  earlier of the date the patent is granted,  or the  Company  obtains a
product ready for resale.  The license agreement requires minimum annual royalty
payments,  payable  quarterly,  as  follows;  $50,000  in year one of  contract,
$100,000 in year two, and $250,000 in years three and each year thereafter after
production of a prototype, which was completed in October 2001. Accordingly, the
Company  recorded  royalty  expense  of  $75,000  in 2002 and  deferred  another
$75,000.  In order the  satisfy the minimum  royalty  obligation,  in August and
December  2002,  the Company  sold a total 15% of its license  rights to a third
party in exchange for that third party paying the first  $150,000 of  royalties.
The Company has  recorded a deferred  gain  liability of $150,000 as of December
31, 2002 to be recognized as revenues pro-rata over the term of the license once
product sales begin.

TOTAL  CURRENT  LIABILITIES  decreased  by $903,925  from  December  31, 2002 to
September  30,  2003.  This is  principally  the  result  of the  conversion  of
$1,021,655 of debt to redeemable shares of Series A Convertible  Preferred stock
(See Notes and Loans Payable above.) and the decrease of Notes Payable,  Related
Party (See above). This decrease in liabilities is offset by liability increases
of  Preferred  Stock  Dividends  Payable  and  Accrued  Compensation.  The other
Liabilities remained constant or increased by insignificant amounts.

<PAGE>

The Company  raised  $270,000  during the third quarter of 2003 from the sale of
preferred  stock. The money received by the Company was used to fund the ongoing
operations of the Company,  royalty  expense and the development of the OnScreen
technology (See the Overview above for a brief description of the OnScreen) . .

ADDITIONAL  PAID IN CAPITAL  increased by $2,408,749 from $5,101,664 at December
31, 2002 to $7,510,413 at September 30, 2003.  This is principally the result of
sale of Series A Convertible Preferred shares. The ACCUMULATED DEFICIT increased
by $1,634,896  for the same  comparative  nine months  periods  yielding a TOTAL
STOCKHOLDERS'  DEFICIENCY  of  $1,085,053  at September  30, 2003, a decrease of
$773,020 from December 31, 2002. Much of this capital is used for development of
the OnScreen technology and operational  expenses relating to the EyeCatcherPlus
displays.

RESULTS OF OPERATIONS
Revenue
The  comparative  revenue  for the third  quarter of 2003  compared  to the same
period for 2002 shows a decrease of $825, 01% and a decrease of $256,895 for the
nine months  comparison for 2003 to 2002.  This decrease is due primarily to the
Company redirecting its focus on the development of the OnScreen technology and,
in some  instances,  replacing  the  EyeCatcherPlus  with the  more  technically
advanced plasma screens.  Presently, the EyeCatcherPlus and the mobile LED truck
rental are the primary  sources of revenue for the Company.  The Cost of Revenue
relates to the graphics for the EyeCatcherPlus  displays.  The net result of the
Revenue  decrease  and the Cost of Revenue is a 62.5%  decrease in Gross  Profit
from $532,347 for the nine months ending  September 30, 2002 to $199,543 for the
same period of 2003.  Notwithstanding  this decrease,  the Company  continues to
lease the motion  displays and to sell the displays on a limited basis,  see the
section captioned  "Overview" above. The Graphic Arts Department continues to be
a revenue  source for the Company for both the leased and sold motion  displays.
The  Company  retains  the rights to print the  display  posters  for the motion
displays  whether they are leased or sold.  As the Company  installs  additional
display  boards,   additional   advertisements  are  sold.  Generally,  this  is
cumulative, i. e., as the display boards are placed, the advertisements are sold
for a term of several months or yearly. Even though the advertisement  contracts
expire,  many are renewed  with a minimal  amount of sales effort so long as the
display  board  continues  to produce  revenue  with no  additional  effort.  No
additional  effort is generally  necessary to place the display board because it
remains in place at the host  venue.  Additionally,  the  Company  continues  to
develop the innovative OnScreen  technology and to redirect,  in some instances,
replacing the EyeCatcherPlus with the more technically advanced plasma screens.

Operating Expenses

Compensation,  Bad Debt,  Consulting  Fees,  Professional  Fees,  Rent  Expense,
Commitment  Penalty  Expense-Swartz  and  Royalties in 2002 were all  classified
within  General  and  Administrative.  These  expense  items in 2003  have  been
reclassified  to their  own  individual  accounts  in order  to  provide  a more
effective and complete  financial  picture of the  operations of the Company.  A
reasonable  comparison  can be  made  in  comparing  the  $512,049  General  and
Administrative  expense for the quarter ending  September 30, 2002 to the sum of
the reclassified expenses for the same period, $599,844, an increase if

<PAGE>

17%.  Using the same method of  calculation  for the nine months  comparison the
increase  is  $231,776,  an  increase  of  16%.  The  Total  Operating  Expenses
comparison for the quarter  ending  September 30, 2003 compared to 2002 shows an
increase of $87,864  (16%) which is in accord  with the  improvised  calculation
mentioned above. The nine months calculation shows an increase of $370,271 (23%)
Total Operating Expenses over the nine months ending September 30, 2002 compared
to  2003.  This  increase  is  primarily  the  result  of  Professional  Fee and
Compensation  payments  paid to  management  on a "when  available"  basis  that
heretofore was accumulated as debt. The Professional Fees expense is principally
accounting  and  legal  fees  for  the  day to  day  operation  of the  Company.
Additionally,  the  Company  continues  to  fund  development  of  the  OnScreen
technology which is presently in phase 2 of a three phase business plan.

The Consulting Fees expense relates  principally to consulting  services outside
the Company  relating to the OnScreen  project and relate to warrants  issued to
consultants in consideration for services rendered.  The Depreciation expense is
consistent  with  the  prior  comparative  quarter.  This  depreciation  expense
reflects the  depreciation of the Company owned  equipment.  Rent Expense is the
rent and rent related  expenses for the Company offices and warehouse space. The
office and warehouse rental remains constant.  The $100,000  Commitment  Penalty
Expense carried on the Company books of account is the balance due after June 3,
2003. All prior penalties have been forgiven by Swartz Private Equity,  LLC. The
details of the  Investment  Agreement  between the  Company  and Swartz  Private
Equity,  LLC can be seen on EDGAR as Exhibit 4.1 attached to the Form SB-2 filed
by the Company on September 13, 2000. The Royalty expense is money paid pursuant
to a contract  between the Company and the inventor of the OnScreen  technology.
This  contract  provides for periodic  quarterly  payments  that are made by the
Company out of operating capital or by borrowing money from third parties. It is
anticipated  that the Company  will  continue to be  responsible  for payment of
royalties  for the OnScreen  technology  through the  development  and licensing
phases of the OnScreen.

Loss From Operations
Loss From  Operations  is a function  of Gross  Profit  versus  Total  Operating
Expenses.  There was an increase of operating  loss of 18% and 68% for the three
and nine months ended  September  30, 2003,  respectively,  compared to the same
periods in 2002. As the Company  continues to grow, the current  staffing of the
Company is expected  to be  sufficient  to carry the Company  through its growth
during the next six months at the present rate of growth.

Other Income (Expenses)
Other Income is rental  income from office space that the Company rents to third
parties.

Settlement  Gain for the nine  months  2002 to 2003  comparison  increased  from
$7,989 to $286,942.  This increase is the direct result of settling Company debt
obligations  including a waiver of $300,000 of Swartz  commitment  penalties and
some current operating  expenses in exchange for issuance of Company equity. See
Notes to the Financial Statement, Note 5, COMMON STOCK ISSUANCES.

Interest  Expense  increased  by $5,684  for the third  quarter  comparison  and
$14,435 for the nine months comparison.  This recurring interest expense results
from debt  obligations  including  a gain  relating to the waiver of $300,000 of
cumulative  penalties to Swartz  offset by a stock based  settlement  loss.  See
Notes to the Financial Statement, Note 6, WARRANTS AND OPTIONS GRANTS.

<PAGE>

Total  Other  Expenses,  Net is a net  function of Other  Income.  For the three
months ending  September 30 comparison  there was an increase of $22,576 and for
the nine months  comparison  there was a net  increase of $309,190  that was the
result of Settlement gains as noted above.

Net Loss
The Net Loss increased  $111,353 (22%) from the third quarter of 2002 ($503,512)
compared  to the  third  quarter  of 2003  ($614,865);  however,  the  net  loss
decreased  by  $171,210  (10%)  from the  three  quarters  of 2002  ($1,683,269)
compared  to  the  first  three  quarters  of  2003   ($1,512,059).   The  major
contributing  factors to this decrease in loss are the comparative effect of the
Loss  Before  Cumulative  Effect  of  Change  in  Accounting  Principle  and the
Settlement Gain.

Preferred  Stock  Dividends  of  $46,405  were  accrued  for the  quarter  ended
September 30, 2003 and $122,837 for the nine months ended September 30, 2003. No
Preferred Stock Dividends were accrued in 2002. These  cumulative  dividends are
recognized  pursuant to contracts  with  preferred  shareholders  who  purchased
Series A Convertible Preferred shares in 2003. For a more complete discussion of
the Preferred Stock  Dividends,  see Notes to the Financial  Statement,  Note 4,
Preferred Stock Issuance and Dividends.

Basic and Fully Diluted Net Loss Per Common Share
The Basic Loss Per Common Share before cumulative effect of change in accounting
principle  for the third  quarter of 2003  compared to the same  quarter of 2002
increased  from $(0.049) to $(0.06),  a comparative  Basic Loss Per Common Share
increase of  approximately  22%. For the nine months  comparison the increase is
29%,  $(0.116) at September  30, 2002 compared to $(0.15) for the same period of
2003.  This  increase in loss per common  share is a function of the increase in
the  net  loss  offset  by the  increase  in  weighted  average  shares.  We are
continuing to concentrate  on  establishing  new business and  increasing  sales
relating to the  IllumiSign  EyeCatcher  backlit and frontlit  display boards as
well as introducing  plasma screens to our advertisers and host venue locations.
The LED display  sign truck  continues  to generate  revenue.  This net loss per
share in 2003 also takes into account the preferred  stock  dividends  which are
added from net loss when computing net loss per share.

TRENDS AND EVENTS
Over the past  approximately  eighteen  months we have been  engaged in a slight
change  in our  operations  model  primarily  in  that we  have  agreed  to sell
IllumiSign-EyeCatcher  motion displays in limited circumstances.  This change in
Company policy is described above in the section entitled "Overview". Management
feels that this is a positive change in that the Company now has the opportunity
to earn additional revenue in foreign countries as well as certain United States
based advertising entities that otherwise would purchase from competitors of the
Company or not use motion  displays  at all.  Thus far,  all  purchasers  of the
displays  have  agreed  to  purchase  all of the  advertising  posters  from the
Company.  This sale of  in-house  printed  posters  is an  additional  source of
Company revenue.  As stated above, in some instances,  the Company  continues to
redirect the  advertisers and host venues toward the more  technically  advanced
plasma  screens.  This will be a gradual  transition that is anticipated to take
several years to complete.

Although  forward  looking with no real assurance that the future will unfold as
anticipated  by  management,  the Company  management  certainly  feels that the
current trend of the

<PAGE>

Company is toward an increased  number of motion displays,  both  EyeCatcherPlus
and plasma screens, in place and a continuing increase in the number of bookings
for the mobile LED unit. In the opinion of management,  the cumulative effect of
these events is a positive trend.  Thus far the Company has continued to grow at
a slow, but steady pace, there is, however, no real assurance that this positive
trend will continue.

Although  the  OnScreen  technology  is  still  in  development,   the  OnScreen
Scientific  Advisory Board advises Company  management that the second prototype
is now  complete  and fully  operational.  The  Company has  retained  Principia
Partners,  San Francisco,  to assist market  segmentation,  OnScreen  technology
valuation and licensing  strategy for the "OnScreen".  Principia  Partners is an
industrial  business-consulting  firm with extensive experience in materials and
related  manufactured goods markets. In the agreement with Principia,  Principia
offers a  comprehensive  range of services to support  strategy  development and
industrial  marketing  research.  The  services  are  designed for all facets of
strategic   planning,   market  analysis  and  segmentation,   OnScreen  product
assessment/pricing   assistance,  among  other  services.  The  engagement  with
Principia Partners is divided into several phases, including:

     o    Intellectual Property analysis
     o    Market  segmentation,  net present value  determination  and licensing
          strategy development
     o    Strategy implementation.

The  first  two  phases  of the  program,  market  segmentation  and  technology
valuation, are complete.

NMMI management feels that it is critical to have this third party  confirmation
of the  value  of the  OnScreen  technology  coupled  with  a well  thought  out
licensing strategy that combines a value for geographic and vertical markets for
license  fees and  ongoing  royalties.  The  intellectual  property  practice of
Principia Partners is the requisite  experience necessary to successfully assist
NMMI in the commercialization of the OnScreen technology.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Registrant is a Small business  issuer as defined by these  Regulations and need
not provide the information required by this Item 3.

                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

None.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

COMMON STOCK TRANSFERRED
The company  relied on Section 4(2) of the  Securities  Act of 1933 as the basis
for  an  exemption  from  registration  regarding  the  following  transfers  to
accredited investors because they did not involve a public offering.

<PAGE>

During August 2003 the Company issued 50,000 common shares pursuant to exercises
of options granted under the default  provisions of certain promissory notes and
200,000 common shares in lieu of office rent.

During  September 2003 the Company issued 338,880 common shares in settlement of
a debt obligation valued at $338,880.

SERIES A CONVERTIBLE PREFERRED STOCK TRANSFERRED
Series A Convertible Preferred Stock converts to four shares of common stock and
pays a 10% annual dividend.

During  August 2003 the Company  issued  205,000  shares of Series A Convertible
Preferred Stock in consideration for $205,000.

During  September 2003 the Company issued 154,343 shares of Series A Convertible
Preferred Stock in consideration  for $89,343 debt forgiveness plus $65,000 cash
payment.

USE OF PROCEEDS
The proceeds  from these  transactions  (Common  Stock and Series A  Convertible
Preferred Stock Transferred) were used for working capital and general corporate
purposes,  including  acquisitions,  funding anticipated operating losses, sales
and marketing expenses,  purchase of additional inventory,  working capital, new
product   development  and  to  fund  payment   obligations   for   contemplated
acquisitions,  corporate  partnering  arrangements  and lawsuit  settlement.  We
reserve the right to vary the use of proceeds among these categories because our
ability to use the proceeds is dependent on a number of factors,  including  the
extent of  market  acceptance  of our  variety  of  display  boards,  unexpected
expenditures for further technical development,  sales and marketing efforts and
the effects of competition.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5.   OTHER INFORMATION.

On March 19, 2002 the Company  filed an amended Form  10-KSB/A for year-end 2001
and filed a second  amended Post Effective  Amendment to Form SB-2  Registration
Statement for Small Business  Issuers the original of which was filed  September
13, 2000. On April 22, 2002 the Securities and Exchange Commission  commented on
the second  amended Post  Effective  Amendment.  A third amended Post  Effective
Amendment to Form SB-2  Registration  Statement  for Small  Business  Issuers is
currently in process.

<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

Exhibit
Number                              Description

3.1      *Amended  Articles of  Incorporation  of the Company  (Incorporated  by
         reference from our registration statement on Form SB-2/A filed with the
         commission on October 26, 2001).

3.2      *Bylaws of the Company (Incorporated by reference from our registration
         statement  on Form  SB-2/A  filed with the  commission  on October  26,
         2001).

4.1      *Investment  Agreement dated May 19, 2000 by and between the Registrant
         and Swartz Private  Equity,  LLC.  (Incorporated  by reference from our
         registration  statement  on form  SB-2A  filed with the  Commission  on
         October 26, 2001).

4.2      *Form of  "Commitment  Warrant" to Swartz Private  Equity,  LLC for the
         purchase  of  1,000,000  shares  common  stock in  connection  with the
         offering  of   securities.   (Incorporated   by   reference   from  our
         registration  statement  on form  SB-2A  filed with the  Commission  on
         October 26, 2001).

4.3      *Form of "Purchase  Warrant" to purchase  common stock issued to Swartz
         Private  Equity,  LLC from time to time in connection with the offering
         of  securities   (Incorporated   by  reference  from  our  registration
         statement on form SB-2A filed with the Commission on October 26, 2001).

4.4      *Warrant  Side-Agreement  by and  between  the  Registrant  and  Swartz
         Private Equity,  LLC  (Incorporated  by reference from our registration
         statement on form SB-2A filed with the Commission on October 26, 2001).

4.5      *Registration  Rights Agreement between NMMI and Swartz Private Equity,
         LLC related to the registration of the common stock to be sold pursuant
         to the Swartz Investment Agreement  (Incorporated by reference from our
         registration  statement  on form  SB-2A  filed with the  Commission  on
         October 26, 2001).

13.1     * Form 10-KSB filed April 15, 2003 for year end December 31, 2002.

13.2     * Form 10-KSB/A filed April 17, 2003 for year end December 31, 2001.

31        CEO/CFO  Certification  Pursuant to Section 302 of the  Sarbanes-Oxley
          Act of 2002

32        CEO/CFO  Certification  Pursuant to Section 906 of the  Sarbanes-Oxley
          Act of 2002.

* Incorporated herein by reference as indicated.

(b)  Reports on Form 8-K

The Company  filed a Form 8-K on  February 4, 2003 giving  notice of a change in
Company independent  auditors from Richard J. Fuller,  C.P.A., P.A. to Salberg &
Company,  P.A. This change was approved by the Board of Directors on February 3,
2003

<PAGE>

                                   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.

Signed and submitted this ____ day of November 2003.


                                        New Millennium Media International, Inc.
                                                      (Registrant)

                                        by: /s/______________________________
                                        John Thatch as President/CEO/Director

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                              Description

3.1      * Amended  Articles of  Incorporation  of the Company  (Incorporated by
         reference from our registration statement on Form SB-2/A filed with the
         commission on October 26, 2001.

3.2      *  Bylaws  of  the  Company   (Incorporated   by  reference   from  our
         registration  statement  on Form SB-2/A  filed with the  commission  on
         October 26, 2001.

4.6      *Investment  Agreement dated May 19, 2000 by and between the Registrant
         and Swartz Private  Equity,  LLC.  (Incorporated  by reference from our
         registration  statement  on form  SB-2A  filed with the  Commission  on
         October 26, 2001).

4.7      *Form of  "Commitment  Warrant" to Swartz Private  Equity,  LLC for the
         purchase  of  1,000,000  shares  common  stock in  connection  with the
         offering  of   securities.   (Incorporated   by   reference   from  our
         registration  statement  on form  SB-2A  filed with the  Commission  on
         October 26, 2001).

4.8      *Form of "Purchase  Warrant" to purchase  common stock issued to Swartz
         Private  Equity,  LLC from time to time in connection with the offering
         of  securities   (Incorporated   by  reference  from  our  registration
         statement on form SB-2A filed with the Commission on October 26, 2001).

4.9      *Warrant  Side-Agreement  by and  between  the  Registrant  and  Swartz
         Private Equity,  LLC  (Incorporated  by reference from our registration
         statement on form SB-2A filed with the Commission on October 26, 2001).

4.10     *Registration  Rights Agreement between NMMI and Swartz Private Equity,
         LLC related to the registration of the common stock to be sold pursuant
         to the Swartz Investment Agreement  (Incorporated by reference from our
         registration  statement  on form  SB-2A  filed with the  Commission  on
         October 26, 2001).

13.1     * Form 10-KSB filed April 15, 2003 for year end December 31, 2002.

13.2     * Form 10-KSB/A filed April 17, 2003 for year end December 31, 2001.

16        Form 8-K filed  February 4, 2003 giving  notice of a change in Company
          independent auditors from Richard J. Fuller, C.P.A., P.A. to Salberg &
          Company, P.A, incorporated herein by reference.

31        CEO/CFO  Certification  Pursuant to Section 302 of the  Sarbanes-Oxley
          Act of 2002

32        CEO/CFO  Certification  Pursuant to Section 906 of the  Sarbanes-Oxley
          Act of 2002.

* Incorporated herein by reference as indicated.

(b)  Reports on Form 8-K

The Company  filed a Form 8-K on  February 4, 2003 giving  notice of a change in
Company independent  auditors from Richard J. Fuller,  C.P.A., P.A. to Salberg &
Company,  P.A. This change was approved by the Board of Directors on February 3,
2003

<PAGE>