As filed with the  Securities  and  Exchange  Commission  on  November  15, 2001
Registration No. ______________

                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, 2001
                         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, 2001 there were  8,181,861  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............8
               Overview........................................................8
               Liquidity and Capital Resources.................................8
               Results of Operations...........................................9
               General and Administrative.....................................10
               Net Loss.......................................................10
               Trends and Events..............................................10
        Item 3 Quantitative and Qualitative Disclosures
               About Market Risk..............................................11
Part II Other Information.....................................................11
        Item 1 Legal Proceedings..............................................11
        Item 2 Changes in Securities and Use of Proceeds......................11
               Common Stock Transferred.......................................11
               Warrants Issued................................................12
               Use of Proceeds................................................12
        Item 3 Defaults Upon Senior Securities................................13
        Item 4 Submission of Matters to a Vote of Security Holders............13
        Item 5 Other Information..............................................13
        Item 6 Exhibits and Reports on Form 8-K...............................13
Signatures....................................................................13

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                             CONDENSED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,
                                                                       SEPTEMBER 30,        2000
                                                                           2001          (AUDITED)
                                                                        (UNAUDITED)      (RESTATED)
                                                                       ------------     ------------
ASSETS
Current Assets:
<S>                                                                    <C>              <C>
        Cash                                                           $        202     $         --
        Accounts Receivable                                                  52,799           16,636
        Inventories                                                           3,255            3,255
        Prepaid Assets                                                       11,472            9,096
                                                                       ------------     ------------
            Total Current Assets                                             67,728           28,987
                                                                       ------------     ------------
Furniture and Equipment-Net                                               1,103,010          924,148
                                                                       ------------     ------------
Other Assets
        Other Assets                                                        110,304               --
        Goodwill, net of accumulated amortization of
           $101,687 and $67,793, respectively, 2001 and 2000                576,407          610,301
                                                                       ------------     ------------
            Total Other Assets                                              686,711          610,301
                                                                       ------------     ------------
                                                                       $  1,857,449     $  1,563,436
                                                                       ============     ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
        Accounts payable and accrued expenses                          $    109,897     $    155,118
        Notes payable                                                       417,422               --
        Related payables                                                    801,949          658,110
                                                                       ------------     ------------
            Total Current Liabilities                                     1,329,268          813,228
                                                                       ------------     ------------
Long-term Liabilities                                                            --               --
Stockholders' Equity
        Common stock, par value $.001; 15,000,000 shares
            authorized; 8,181,861 and 5,690,123 shares
            issued and outstanding, respectively, 2001 and 2000               8,182            5,690
        Common stock warrants; 242,274 issued and
            outstanding; exercisable at $1.50                                69,290           57,200
        Common stock options; 50,000 issued and outstanding;
            exercisable at $.005 per option                                   2,654               --
        Preferred stock, par value $.001; shares authorized,
            10,000,000 no shares issued and outstanding                          --               --
        Additional paid in capital                                        5,299,303        2,769,445
        Accumulated Deficit                                              (2,941,248)      (2,082,127)
                                                                       ------------     ------------
                                                                          2,438,181          750,208
        Less common stock subscribed                                     (1,910,000)              --
                                                                       ------------     ------------
            Total Stockholders' Equity                                      528,181          750,208
                                                                       ------------     ------------
                                                                       $  1,857,449     $  1,563,436
                                                                       ============     ============
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                                                                     FOR THE                          FOR THE
                                                    FOR THE          QUARTER         FOR THE         NINE MONTHS
                                                    QUARTER           ENDED         NINE MONTHS         ENDED
                                                     ENDED           9/30/00           ENDED           9/30/00
                                                    9/30/01        (RESTATED)         9/30/01        (RESTATED)
                                                 ------------     ------------     ------------     ------------
<S>                                              <C>              <C>              <C>              <C>
Income                                           $     10,441     $    101,820     $    229,182     $    102,864
Costs and Expenses:
       General and administrative                $    372,268     $    158,382     $    934,997     $    516,971
       Interest expense                                21,216           16,000           47,959           48,000
       Depreciation and amortization                   35,116           15,719          105,348           27,785
                                                 ------------     ------------     ------------     ------------
            Total costs and expenses                  428,600          190,101        1,088,304          592,756
                                                 ------------     ------------     ------------     ------------
Loss from Operations                                 (418,159)         (88,281)        (859,122)        (489,892)
                                                 ------------     ------------     ------------     ------------
Net Loss                                         $   (418,159)    $    (88,281)    $   (859,122)    $   (489,892)
                                                 ============     ============     ============     ============
Basic and Fully Diluted Loss Per Common Share    $     (0.055)    $     (0.019)    $     (0.124)    $     (0.104)
                                                 ============     ============     ============     ============

Weighted Average Number of Shares Outstanding       7,649,361        4,615,892        6,935,992        4,717,934
                                                 ============     ============     ============     ============
</TABLE>

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                        CONDENSED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                        FOR THE                       FOR THE
                                                                         FOR THE        QUARTER        FOR THE      NINE MONTHS
                                                                         QUARTER         ENDED       NINE MONTHS       ENDED
                                                                          ENDED         9/30/00         ENDED         9/30/00
                                                                         9/30/01       (RESTATED)      9/30/01       (RESTATED)
                                                                        ----------     ----------     ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>            <C>            <C>            <C>
    Net income (loss)                                                   $ (418,159)    $  (88,281)    $ (859,122)    $ (489,892)
    Adjustments to reconcile net income (loss) to net
       cash provided by (used in) operating activities:
           Depreciation and amortization                                    35,116         15,719        105,348         27,785
           Fair value of shares issued for services                         15,000             --         91,685          2,500
           Fair value of warrants / options issued for services             17,409             --         17,409         57,200
           (Increase) decrease in accounts receivable                       78,776        (39,704)       (36,163)       (39,704)
           (Increase) decrease in inventories                                   --         18,971             --            221
           (Increase) decrease in prepaid expenses                            (500)       (47,859)        (2,376)       (54,074)
           (Increase) decrease in other assets                            (110,304)            --       (110,304)            --
           Increase (decrease) in accounts payable                              --             --             --             --
               and accrued expenses                                        129,123         11,905        209,039         24,279
                                                                        ----------     ----------     ----------     ----------
               Net cash provided by (used in) operating activities        (253,539)      (129,249)      (584,484)      (471,685)
                                                                        ----------     ----------     ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of fixed assets                                           (239,547)          (295)      (250,314)        (5,378)
                                                                        ----------     ----------     ----------     ----------
           Net provided by (used in) investing activities                 (239,547)          (295)      (250,314)        (5,378)
                                                                        ----------     ----------     ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES
       Proceeds from notes payable - Related                                10,000             --        320,000         15,000
       Proceeds from common stock transactions                             465,000             --        515,000        460,000
                                                                        ----------     ----------     ----------     ----------
           Net cash provided by (used in) financing activities             475,000             --        835,000        475,000
                                                                        ----------     ----------     ----------     ----------
Increase (Decrease) in cash and cash equivalents                        $  (18,086)    $ (129,544)    $      202     $   (2,063)
Cash and cash equivalents at beginning of period                            18,288        129,544             --          2,063
                                                                        ----------     ----------     ----------     ----------
Cash and cash equivalents at end of period                              $      202     $       --     $      202     $       --
                                                                        ==========     ==========     ==========     ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the year for interest                                      --             --             --             --
    Cash paid during the year for income taxes                                  --             --             --             --
    Supplemental schedule of noncash  investing
       and financing activities:
           Fair value of shares issued (500,000 shares) for goodwill
            of Scovel Management, Inc.                                  $       --     $       --     $       --     $      500
           Fair value of shares issued (20,000 shares)
               for amounts previously owed to secretary/treasurer           13,000             --         13,000             --
           Fair value of equipment (LED truck, $450,000 net of debt
               assumed of $107,000; 200,000 common stock shares)                --             --             --        343,000
</TABLE>

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   Organization and Basis of Presentation
     --------------------------------------
In the opinion of management,  all adjustments  necessary to a fair statement of
the results for the unaudited  three and nine month periods have been made.  The
accompanying  unaudited  condensed  financial  statements  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  in accordance  with rules and  regulations  of the  Securities  and
Exchange Commission,  including Rule 301(b) of Regulation SB and instructions to
Form 10-Q. Accordingly, they do not include all of the information and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements  and should be read in conjunction  with the Company's  Annual Report
(Form  10-KSB)  for  the  year  ended  December  31,  2000.  In the  opinion  of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  The results of operations
for the nine months ended September 31, 2001 are not  necessarily  indicative of
the operating results for the full fiscal year or any future period.

2.   Going Concern Uncertainty
     -------------------------
The financial  statements are presented  assuming the Company will continue as a
going concern.  The Company has incurred recurring operating losses and negative
cash flows and has negative  working  capital.  The Company has financed  itself
primarily  through the sale of its stock and  related  party  borrowings.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going concern.

There can be no assurance  that the Company will be successful  in  implementing
its plans, or if such plans are  implemented,  that the Company will achieve its
goals.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern and do not include any  adjustments  to
reflect the possible future effect on the  recoverability  and classification of
assets or the amount and  classification  of liabilities  that might result from
the outcome of this uncertainty.

3.   Equity Transactions
     -------------------
As approved at a Special  Meeting of  Stockholders  on May 7, 2001,  the Company
reverse  split its common stock on a basis of 1 for 5 with a resulting  decrease
in the number of common stock authorized to 15,000,000  shares.  The Company has
restated its financial statements to reflect this common stock reverse split.

On June 4, 2001, the Company issued and held stock for consulting services to be
rendered to the Company (500,000 shares at $1.00 and 500,000 shares at $.75). As
of September  30, 2001  $410,000  remains.  Also on July 12,  2001,  the Company
issued and held  1,000,000  shares to its'  investment  banker,  Swartz  Private
Equity at $1.50 per share.

4.   Fair value information
     ----------------------
Fair value of shares  issued as  indicated  in  accordance  with FASB No. 123 as
restated consists of:

<PAGE>

<TABLE>
<CAPTION>
                                                         NO. OF        QUARTER ENDED         NINE MONTHS ENDED
                                                                    --------------------    --------------------
DESCRIPTION                                              SHARES     9/30/01     9/30/00     9/30/01     9/30/00
-----------------------------------------------------   --------    --------    --------    --------    --------
<S>                                                      <C>        <C>         <C>         <C>         <C>
Shares issued to John D. Thatch for $.005
    per share in consideration of accepting officer/
    stockholder employment - net of rescission           500,000    $     --    $     --    $     --    $  2,500
Shares issued to San Rafael Consulting Group
    for $.25 per share for consulting services               600          --          --         150          --
Shares issued to E-Vision LED Inc. for $.25
    per share for consulting services                      6,140          --          --       1,535          --
Shares issued to Tim Daley for $.25
    per share for consulting services                    200,000          --          --      50,000          --
Shares issued to Ray Oliver for $.25
    per share for consulting services                    100,000          --          --      25,000          --
Shares issued to Joseph Maenza for consideration
    of extension of payment at $1.00                      15,000      15,000                  15,000
                                                                    --------    --------    --------    --------

                                                                    $ 15,000    $     --    $ 91,685    $  2,500
                                                                    ========    ========    ========    ========
</TABLE>

<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
The Company is no longer a development  stage company as defined in Statement of
Financial  Accounting  Standards No. 7, "Accounting and Reporting by Development
Stage  Enterprises." We have generated our cash needs through equity  financings
and loans from officers and stockholders.  As an operational  stage company,  we
have devoted  substantially  all of our efforts in securing and establishing new
businesses.  We have engaged in limited activities in the advertising  business,
but no significant revenues have been generated to date. The primary activity of
the  Company  currently  involves  several  types  of  visual  advertising:  The
Illumisign-Eyecatcher  front-lit movable display board,  "EyeCatcher  Powered by
Insight" back-lit movable display boards, plasma screens and LED display boards.
We retain ownership of all types of the machines and sell the advertising  space
on a monthly basis. The Company is continuing to devote substantially all of its
present efforts to implementing  its operational and marketing plans designed to
establish new business accounts for its mobile LED boards and the motion display
boards.

LIQUIDITY AND CAPITAL RESOURCES
Since  inception,  we have funded our  operations  and  investments in equipment
through cash from  operations,  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.

Our cash and cash  equivalents were $202 at the nine months ending September 30,
2001 compared to $ - 0 - for the same period in 2000. Generally, the Company has
been funded by proceeds from borrowings and common stock  transactions  that are
not necessarily isolated transactions; however, there is no assurance that there
will be proceeds from borrowings and common stock transfers in the future.

On May 19, 2000 the Company  entered into an  investment  agreement  with Swartz
Private  Equity,  LLC to raise up to $25  million  through  a series of sales of
common stock.  The dollar  amount of each sale is limited by the trading  volume
and a minimum period of time must occur between  sales.  In order to sell shares
to Swartz,  there must be an effective  registration  statement on file with the
SEC covering  the resale of the shares by Swartz and we must meet certain  other
conditions. The agreement is for a three-year period ending May 2003. A detailed
description  of the  Swartz  equity  line  agreements  can be  found in the SB-2
Registration Statement filed September 13, 2000.

<PAGE>

Our net loss has increased from the first nine months of 2000  ($489,892) to the
same period of 2001 ($859,122), an increase of 75.4%. These same two comparative
terms  show a 23.9%  increase  in Net Cash Used in  Operating  Activities,  from
$471,685 to $584,484.  Management feels that this is the result of a increase in
net operating loss with an decrease in accounts  receivable of $36,163 net of an
increase in payables  of  $209,039  in 2001.  It is further  felt that these two
contributing  factors are a direct  consequence of a steady increase in business
activity,  i. e., as the business  increases so do the receivables and payables.
The  increased  business  activity  are the result of a steady  increase  in the
number of events for which the mobile LED display  unit is being  booked as well
as the increase in the number of display  boards being  placed  which,  in turn,
increases  the amount of artwork  being  produced  by the Company  graphic  arts
department.  These three units of the Company,  display boards,  LED screens and
graphic arts, are the revenue producing  elements.  Although this is an apparent
positive  trend,  there  is  uncertainty  as to the  longevity  of  this  trend.
Maintaining  this trend is necessary  for the  Company's  short-term  as well as
long-term  internal  liquidity.   Management  feels  that  the  receivables  are
collectable,  it is anticipated that the receivables will "roll-over" monthly or
bi-monthly.  Some leniency has been afforded new  advertising  accounts to boost
the initial  advertising  sales.  By the same token,  management  feels that the
increase in accounts  payable are too the direct result of  additional  business
and that the payables will continue to "roll-over" monthly or bi-monthly.

We have  incurred  recurring  operating  losses  and  negative  cash  flows from
operating  activities and have little working  capital.  Presently,  there is no
outstanding  material commitment for capital  expenditures.  We believe that our
available  equity  financing  arrangement with Swartz will be sufficient to meet
our working capital and capital expenditure liquidity  requirements for at least
the next two years.  However,  there can be no  assurance  that we will  receive
financing from Swartz, that we will not require additional financing within this
time frame or that such additional  financing,  if needed,  will be available on
terms  acceptable  to us, if at all.  See section  entitled  "Swartz  Investment
Agreement", above, for further detail on this equity transaction.

RESULTS OF OPERATIONS
Income
The  comparative  revenue for the first nine months of 2001 compared to the same
period for 2000 shows an increase of $126,318. This increase is due primarily to
receipt  of  additional  revenues  from the  mobile LED truck unit that has been
booked  throughout  these first nine months nearly every  weekend.  Also, as the
Company installs additional EyeCatcher display boards, additional advertisements
are sold.  Generally,  this is  cumulative,  i. e., as the  display  boards  are
placed,  the  advertisements  are sold for a term of several months or a yearly.
Even though the advertisement  contracts expire, many are renewed with a minimal
amount of sales effort and the display board  continues to produce  revenue with
no additional  effort necessary to place the display board because it remains in
place at the host venue so long as it continues to produce  revenue for the host
venue.

<PAGE>

General and Administrative Costs and Expenses
There was an increase in the General and  Administrative  Costs and  Expenses of
$213,886 for the third  quarter  comparison  of 2000 and 2001 and an increase of
$418,026  for the first nine  months of these two years.  This  increase  is due
primarily to the Company being operational.

Interest Expense
Interest Expense  decreased by $41 for the first nine months of 2001 compared to
the same period of 2000. This interest expense  decreased  primarily as a result
of the Company negotiating equity financing for debt transactions.

Depreciation and Amortization
Depreciation  and  amortization  increased  by $77,563  primarily as a result of
advertising boards being available for lease.  Previously,  these boards were to
be sold and not leased and included in inventory.

Total Costs and Expenses
The Total Costs and Expenses have  increased by $238,499,  an increase of 125.5%
in the third  quarter of 2001 when compared to the third quarter of 2000 and for
the first nine months of the two years  compared,  the increase was $495,548,  a
83.6% increase.  This is the effect of the Company depreciation and amortization
increasing  $19,397 and $77,563  primarily as a result of the boards and general
and administrative  expenses  increasing $213,886 and $418,026 primarily because
of  being  operational  in  comparative  quarters  and the  nine  months  ended,
respectively.

Loss From Operations and Net Loss
The $369,230  increase in Loss from Operations for the first nine months term of
2001  compared  to 2000 is the  effect of an  increase  in the  total  costs and
expenses  and the income.  The total  costs and  expenses  increased  as did the
income, only to a lesser extent (83.6%).

Basic and Fully Diluted Loss Per Common Share
The Basic Loss Per Common  Share for the same  comparative  three  quarters  has
increased from $(0.019) to $(0.055),  a comparative  Basic Loss Per Common Share
decrease  of 189.5%.  This loss per common  share is a function of the Costs and
Expenses  versus  Income.  As stated  above,  a major  portion  of the Costs and
Expenses are non-reoccurring  start-up costs. Compared to a year ago, we are now
fully staffed and beginning to produce income.  We are continuing to concentrate
on  establishing  new business and  increasing  sales relating to the IllumiSign
Eyecatcher,  the "EyeCatcher  Powered by Insight"  backlit display board and the
LED display sign truck.

TRENDS AND EVENTS
Over the past approximately three months we have been engaged in a slight change
in our  operations  model  primarily in that we have regained the marketing role
in-house.  Management  feels that this is a positive  change in that the Company
now has total  control of all  marketing  activities.  The Company  continues to
allocate  geographical  areas  to  distributors  who,  in  turn,  focus on their
respective areas.

The Company out grew it its leased office and  warehouse  space and has moved to
new quarters that has sufficient  space for growth.  The new expanded  warehouse
area now has sufficient space to handily store the various type and size display
boards as well as work

<PAGE>

area for  refurbishing  and repairs.  When the mobile LED screen truck is not in
use, it is placed in a specially  built truck bay within the new warehouse area.
An order has been placed for an additional LED mobile unit.

In the  opinion  of  management,  the  cumulative  effect  of these  events is a
positive  trend.  Although  there is no real  assurance that this positive trend
will continue;  this trend is further  reinforced by the 189.5%  decrease in the
Basic and Fully Diluted Loss Per Common Share.

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.

The Company is a defendant in a lawsuit filed on November 5, 1999 in the Circuit
Court of the Eleventh  Judicial Circuit in and for Miami-Dade  County,  Florida,
Case Number 99-26073 CA 10. The plaintiff,  Joseph Maenza, is seeking to collect
payment of a promissory  note in the  principal  amount of $50,000 plus interest
from February 1999 and attorney  fees.  January 24, 2001 the parties agreed to a
settlement  by making  periodic  payments.  This  settlement  is recognized as a
liability of the Company, see the financial statements attached hereto.

The Company is a defendant in a lawsuit filed on or about August 14, 2001 in the
Circuit  Court of the state of Oregon for the county of  Multnomah,  case number
0108-08305. The plaintiff, Lawrence A. Locke, is suing NMMI, OTC Investor's Edge
and New Millennium  Media,  Inc. and alleges the NMMI and New Millennium  Media,
Inc.  contracted to and/or  otherwise  caused OTC Investor's Edge to send to the
plaintiff unsolicited facsimile  advertisement in violation of federal statutes.
Plaintiff is seeking  orders  and/or  judgments,  accordingly,  for class action
status,  damages and injunctive  relief.  New Millennium Media, Inc. is a wholly
owned  subsidiary of NMMI that was formed to facilitate the Unergi,  Inc. merger
and has never been  operational  and presently has no assets.  NMMI's defense is
that it has never had any contractual relationship with OTC Investor's Edge.

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.

July 6, 2001 NMMI transferred  100,000 shares of not registered  common stock to
an  Accredited  Investor (as that term is defined in  Regulation  D  promulgated
under the Securities Act of 1933, as amended) in consideration  for $50,000 plus
accounting,  bookkeeping and corporate  operational  consulting  services.  This
consulting  service  is  ongoing  without  further  consideration  and/or  other
remuneration to the  consultant.  The consultant was a shareholder of NMMI prior
to the transfer.

<PAGE>

July 12, 2001 NMMI  issued,  but has not yet  delivered  one  million  shares of
registered common stock in the name of Swartz Private Equity, LLC in preparation
for a  series  of  "puts"  pursuant  to the  terms  of the  Swartz  equity  line
agreement;  see above, Liquidity and Capital Resources. We have not yet drawn on
any of this equity line.

August 9, 2001 NMMI  transferred an aggregate of 50,000 shares of not registered
common  stock  to  seven  Accredited  Investors  (as  that  term is  defined  in
Regulation  D  promulgated  under the  Securities  Act of 1933,  as  amended) in
consideration  for their  respective  loans to NMMI of $250,000.  The  essential
terms of the loan  agreement are that NMMI will pay 5% per annum interest and if
the loans are not repaid within 60 days,  then for each $25,000  loaned to NMMI,
NMMI shall  transfer to the lender 5,000 shares of not  registered  common stock
for $25.  Because these shares are considered as partial interest  payment,  for
accounting  purposes they are valued at $2,654.  Although the loans were made at
different  dates,  the dates range from April 4, 2001  through June 14, 2001 and
the issued shares are accounted for accordingly.

Pursuant to the terms of a lawsuit  settlement  agreement,  15,000 shares of not
registered common stock were transferred on August 29, 2001 to Joseph Maenza, an
accredited  investor (as that term is defined in Regulation D promulgated  under
the  Securities Act of 1933, as amended),  in partial  settlement of the lawsuit
described  above in Item 1, Legal  Proceedings.  For this purpose,  these shares
were valued as $ 15,000.

WARRANTS ISSUED
March 21, 2000 NMMI  issued to Swartz  under the terms of the equity  line,  see
above  Liquidity  and Capital  Resources,  warrants  for the purchase of 200,000
shares of registered common stock, termed "Commitment  Warrants" under the terms
of the Swartz equity line Investment Agreement. These Commitment Warrants may be
exercised  anytime within 5 years at an exercise price of the lowest closing bid
price for the 5 trading days  immediately  preceding March 6, 2000 with each six
months reset provisions.

The Swartz Investment  Agreement also provides that the sum of the number of the
Commitment Warrants and the number of Additional Warrants issued to Swartz shall
equal at least 4% of the number of fully diluted  shares of common stock of NMMI
that are  outstanding.  In an effort to remain  in  compliance  with the  Swartz
agreement  regarding  shares  issued  subsequent  to the execution of the Swartz
agreement,  on April 17, 2001 and on July 17, 2001 NMMI issued to Swartz  16,796
and 25,478 warrants,  respectively.  These  Additional  Warrants carry identical
characteristics as the Commitment Warrants.

USE OF PROCEEDS
We intend to use the proceeds from these  transactions  for working  capital and
general  corporate  purposes,   including   acquisitions,   funding  anticipated
operating  losses,   sales  and  marketing  expenses,   purchase  of  additional
inventory,  working  capital and to fund payment  obligations  for  contemplated
acquisitions and corporate partnering arrangements. 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.

<PAGE>

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

None.

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

None

ITEM 5.   OTHER INFORMATION.

On July 30,  2001 the  Company  filed a Post  Effective  Amendment  to Form SB-2
Registration  Statement for Small Business  Issuers that was filed September 13,
2000. On August 28, 2001 the Securities and Exchange Commission commented on the
Post Effective Amendment.  October 26, 2001 NMMI filed amended SB-2/A,  10-QSB/A
(for 2d quarter 2001) and 10-KSB/A (for year end 2000).

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K (SECT. 249.308 OF THIS CHAPTER).

Financial Statements are incorporated in the body of this report.

No reports on Form 8-K have been filed  during the quarter for which this report
is filed.


                                   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 15 day of November 2001.


                                    New Millennium Media International, Inc.
                                                   (Registrant)

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