As  filed  with  the  Securities  and  Exchange   Commission  on  May  20,  2002
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 March 31, 2002
                         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 March 31, 2002 there were 9,152,047  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
                  Critical Accounting Policies.................................8
                  Liquidity and Capital Resources..............................9
                  Material Changes in Financial Condition......................9
                  Results of Operations........................................9
                  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....................12
         Item 4   Submission of Matters to a Vote of Security Holders.........12
         Item 5  Other Information............................................12
         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 SHEETS

<TABLE>
<CAPTION>
                                                                                 March 31,      December 31,
                                                                                   2002             2001
                                                                               (Unaudited)       (Audited)
                                                                               ------------     ------------
ASSETS
Current Assets
<S>                                                                            <C>              <C>
          Cash                                                                 $      6,906     $     47,239
          Accounts receivable                                                        51,254           23,395
          Prepaid expenses                                                           14,227           47,227
                                                                               ------------     ------------
                Total Current Assets                                                 72,387          117,861
                                                                               ------------     ------------

Property and Equipment
          Property and Equipment - net                                            1,418,458        1,461,824
                                                                               ------------     ------------

Other Asssets
          Intangible assets - net                                                   100,000          665,095
          Other assets                                                               16,314           13,986
                                                                               ------------     ------------
                Total Other Assets                                                  116,314          679,081
                                                                               ------------     ------------

                                                                               $  1,607,159     $  2,258,766
                                                                               ============     ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
          Accounts payable and accrued expenses                                $    537,907     $    520,377
          Notes and loans payable                                              $    605,875     $    612,697
          Related party payables                                                    774,886          809,554
                                                                               ------------     ------------

                Total Current Liabilities                                         1,918,668        1,942,628
                                                                               ------------     ------------

Long-term Liabilities                                                                    --               --

Stockholders' (Deficit) Equity
          Common stock, par value $.001; 15,000,000 shares
                authorized, 9,152,047 and 8,610,047 shares issued
                and outstanding, respectively, 2002 and 2001                          9,152            8,610
          Common stock warrants; 242,274 exercisable at $1.50                        69,290           69,290
          Common stock options; 50,000 and 25,000 issued and outstanding,
                respectively, 2002 and 2001 exercisable at $.005 per option           2,305            1,175
          Preferred stock, par value $.001; 10,000,000 shares authorized,
                no shares issued and outstanding                                         --               --
          Additional paid in capital                                              5,595,232        5,336,697
          Deficit                                                                (4,154,113)      (3,266,259)
                                                                               ------------     ------------
                                                                                  1,521,866        2,149,513
          Less common stock subscribed                                           (1,833,375)      (1,833,375)
                                                                               ------------     ------------
                Total stockholders' (deficit) equity                               (311,509)         316,138
                                                                               ------------     ------------
                                                                               $  1,607,159     $  2,258,766
                                                                               ============     ============
</TABLE>

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        CONDENSED STATEMENT OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 For the          For the
                                                                               quarter ended    quarter ended
                                                                                 3/31/02          3/31/01
                                                                               ------------     ------------

<S>                                                                            <C>              <C>
Revenue                                                                        $    211,427     $    143,750

Costs and Expenses:
        General and administrative                                                  461,010          253,638
        Interest expense                                                             29,809           11,184
        Depreciation                                                                 43,367           35,116
                                                                               ------------     ------------
             Total costs and expenses                                               534,186          299,938
                                                                               ------------     ------------

Loss before cumulative effect of change
        in accounting principle                                                    (322,759)        (156,188)
Cumulative effect of change in accounting principle                                (565,095)              --

                                                                               ------------     ------------
Net Loss                                                                       $   (887,854)    $   (156,188)
                                                                               ============     ============

Basic and Diluted Loss Per Common Share:

        Loss before cumulative effect of change
             in accounting principle                                           $     (0.036)    $     (0.027)
        Cumulative effect of change in
             accounting principle                                                    (0.064)              --
                                                                               ------------     ------------
Net Loss                                                                       $     (0.100)    $     (0.027)
                                                                               ============     ============

Weighted average common shares outstanding                                        8,881,047        5,843,493
                                                                               ============     ============
</TABLE>

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        CONDENSED STATEMENT OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 For the          For the
                                                                               quarter ended    quarter ended
                                                                                 3/31/02          3/31/01
                                                                               ------------     ------------

Cash Flows from Operating Activities:
<S>                                                                            <C>              <C>
     Net income (loss)                                                         $   (887,854)    $   (156,188)
     Adjustments to reconcile net income (loss) to net
        cash provided by (used in) operating activities:
           Cumulative effect of change in accounting principle                      565,095               --
           Depreciation and Amortization                                             43,367           35,116
           Fair value of shares issued for services                                 114,650           51,685
           Fair value of options issued for services                                  3,457               --
           (Increase) decrease in accounts receivable                               (28,209)         (76,232)
           (Increase) decrease in prepaid expenses                                   30,673               --
           Increase (decrease) in accounts payable and accrued expenses              15,056           42,518
           Increase (decrease) in related party payables                             48,082           60,934

                                                                               ------------     ------------
               Net cash provided by (used in) operating activities                  (95,683)         (42,167)
                                                                               ------------     ------------

Cash Flows from Investing Activities
        Purchase of property and equipment                                               --           (4,705)

                                                                               ------------     ------------
           Net provided by (used in) investing activities                                --           (4,705)
                                                                               ------------     ------------

Cash Flows from Financing Activities
        Proceeds from loans payable                                                  55,000               --
        Proceeds from common stock transactions                                          --           50,000
        Proceeds from exercise of common stock options                                  350               --

                                                                               ------------     ------------
           Net cash provided by (used in) financing activities                       55,350           50,000
                                                                               ------------     ------------

Increase (Decrease) in cash and cash equivalents                               $    (40,333)    $      3,128

Cash and cash equivalents at beginning of period                                     47,239               --
                                                                               ------------     ------------

Cash and cash equivalents at end of period                                     $      6,906     $      3,128
                                                                               ============     ============

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:

        Conversion of short-term debt to equity                                $    142,098     $         --
</TABLE>

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

1.   Basis of Presentation
     ----------------------

     The  accompanying  unaudited  condensed  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 the  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, 2001. 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 three  months  ended March 31, 2002 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. Further, the Company has not received approval from
     the SEC concerning filing of its Post Effective Amendment of an SB-2, which
     is necessary  for the Company to effect its agreement  with Swartz  Private
     Equity and obtain necessary funding for operations.

     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.   Effect of Recent Accounting Pronouncements
     ------------------------------------------

     In June 2001,  the  Financial  Accounting  Standards  Board  (FASB)  issued
     Statement  of  Financial  Accounting  Standards  (SFAS) No.  141,  Business
     Combinations, and (SFAS) No. 142, Goodwill and Other Intangible Assets.

     SFAS No. 141 requires  that the purchase  method of  accounting be used for
     all business combinations and prohibits the use of the pooling-of-interests
     method.  Further,  Statement  No. 141  changes the  criteria  to  recognize
     intangible  assets apart from  goodwill.  The adoption of Statement No. 141
     did not have a  material  effect on the  company's  financial  position  or
     results of operations.

     SFAS No. 142 changes  the  accounting  for  goodwill  from an  amortization
     method to an  impairment-only  approach.  Thus,  amortization  of goodwill,
     including goodwill recorded in past business combinations,  will cease upon
     adoption of this statement.  Those intangible  assets that will continue to
     be classified as goodwill or as other intangibles with indefinite lives are
     no longer amortized. Finite lived intangibles will continue to be amortized
     over their estimated useful lives.

     Under  Statement No. 142, all intangible  assets,  including  goodwill that
     results from business  combinations,  are  periodically (at least annually)
     evaluated for impairment,  with any resulting impairment loss being charged
     against  earnings.  Any  impairment  loss that is recognized as a result of
     completing the transitional  impairment  testing in the year of adoption is
     treated as a  cumulative  effect of a change in  accounting  principle  and
     recognized  in  these  interim  financial  statements.  Statement  No.  142
     prescribes a two-step process for impairment  testing of goodwill:  (i) the
     determination of impairment,  based upon the fair value of a reporting unit
     as compared to its carrying value, and (ii) if there is an impairment, this
     step measures the amount of  impairment  loss by comparing the implied fair
     value of goodwill with the carrying  amount of that  goodwill.  The Company
     completed  its step one  impairment  analysis  during the current  quarter,
     which indicated that the carrying value was greater than the fair value and
     that an  impairment  existed.  The Company also  completed  step two of the
     testing during the first quarter allocating the fair value of the reporting
     unit  considering the sources of recognized  goodwill in making the initial
     assignment as well as the reporting units to which the related acquired net
     assets  were  assigned.  As a result of using the fair value  approach,  an
     impairment charge of $565,095 has been recognized.

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

     Effect of Recent Accounting Pronouncements Continued

     In according with Statement No. 142, the effect of this change is reflected
     prospectively.  The  following  table  reflects  the results of  operations
     adjusted  as though the  adoption  of SFAS No. 141 and 142  occurred  as of
     January 1, 2001:

                                                       Three Months Ended
                                                            March 31,
                                                  -----------------------------
                                                      2002             2001
                                                  ------------     ------------

Net loss before cumulative effect of
  accounting change:

    As reported                                   $   (322,759)    $   (156,188)

    Goodwill amortization                                   --           11,298

                                                  ------------     ------------
                                                  $   (322,759)    $   (144,890)
                                                  ============     ============

Basic and diluted loss per common share before
    cumulative effect of accounting change:

        As reported                               $     (0.036)    $     (0.027)
                                                  ============     ============

        As adjusted                               $     (0.036)    $     (0.025)
                                                  ============     ============


4.   Fair value information
     ----------------------

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


<TABLE>
<CAPTION>
                                                  NO. OF           THREE MONTHS ENDED
                                                  SHARES /               MARCH 31,
                                               --------------------------------------------
                                                  OPTIONS          2002            2001
                                               ------------    ------------    ------------
COMMON STOCK:
<S>                                                 <C>        <C>             <C>
    Conversion of short-term debt to equity         225,000    $    142,098    $         --

    Shares issued for services                      267,000         114,650              --

                                                               ------------    ------------
                                                               $    256,748    $         --
                                                               ============    ============
COMMON STOCK OPTIONS:

    Options issued for services                      50,000    $      3,457    $         --
                                                               ============    ============
</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
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 movable
display board,  "EyeCatcher Powered by Insight" back-lit movable display boards,
plasma screens and LED display  boards.  NMMI sells  advertising  space on these
display boards on a contractual yearly basis, payable monthly, or in the case of
the LED boards,  on an event basis. In certain instances we sell and continue to
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  retaining  the  displays for its own benefit and the customer
intending 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.

NMMI continues to incur significant  losses from operations.  We incurred losses
from operations of $322,759 for the quarter ended March 31, 2002 and $156,188 in
2001. As of March 31, 2002, we had an accumulated deficit of $ 4,154,113.

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,  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.

<PAGE>

As discussed  in Note 3 to the  financial  statements,  we adopted FASB No. 142,
Goodwill and Other Intangible  Assets,  as of January 1, 2002 and have performed
the required  impairment tests of goodwill and indefinite  intangible assets and
have  recognized an impairment  loss of $565,095  resulting  from the cumulative
effect of the change in accounting  principle during the quarter ended March 31,
2002.

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 Condensed Balance Sheet, the Property and Equipment net
has decreased only slightly,  3%, during the interim 3 months period of 2002 due
to  depreciation  expense;  however,  the Total Other Assets shows a decrease of
$562,767,  83%. This is primarily  because of the $565,095 of Intangible  Assets
decrease to zero that was caused by the  impairment  of goodwill  under a recent
Financial Accounting  Standards Board Statement.  A detailed explanation of this
issue is included in Note 3, Effect of Recent  Accounting  Pronouncements in the
Notes to the Condensed  Financial  Statements  attached hereto.  The decrease in
Total  Current  Liabilities  during  this first  quarter  of 2002 is  relatively
insignificant,  $23,958,  approximately  1%.  The  Total  Stockholders'  Deficit
decreased $627,647, a decrease of 198.54% for this 3 months period.

RESULTS OF OPERATIONS
Revenue
The comparative  revenue for the first three months of 2002 compared to the same
period  for 2001  shows an  increase  of  $67,677,  47%.  This  increase  id due
primarily  to the  contract  rental of the mobile LED unit and the  increase  of
advertising  revenue  generated by the EyeCatcher  motion displays.  The Company
continues 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 lease and sale of
the 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 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.

General and Administrative Costs and Expenses
There was an increase in the General and  Administrative  Costs and  Expenses of
$207,372,  82%, for the first quarter comparison of 2002 and 2001. This increase
is due primarily to the Company being operational.

<PAGE>

Interest Expense
Interest Expense increased by $18,625,  167%, for the first three months of 2002
compared to the same period of 2001. This interest expense  increased  primarily
as a result of the Company continuing to finance its operation through borrowing
funds.

Depreciation
Depreciation and amortization increased by $8,251, 23%, primarily as a result of
additional advertising boards being available for lease.

Total Costs and Expenses
The Total Costs and Expenses have  increased by $234,248,  an increase of 78% in
this first quarter of 2002 when  compared to the first quarter of 2001.  This is
the effect of the Company  continuing to grow and add EyeCatcher motion displays
and  support  personnel.  Many of these  costs and  expenses  are  non-recurring
startup expenses.

Loss Before Cumulative Effect of Change in Accounting Principle
This loss more than  doubled when  compared to the same first  quarter for 2001.
This operational loss is principally due to the continuing  Company growth which
requires  additional  display  boards  and  equipment  as well  as the  in-house
personnel necessary to provide operational support.

Cumulative Effect of Change in Accounting Principle
For a detailed  explanation  of this issue  please see Note 3,  Effect of Recent
Accounting  Pronouncements,  in the Notes to the Condensed Financial  Statements
attached hereto.

Basic and Fully Diluted Loss Per Common Share
The Basic Loss Per Common Share before cumulative effect of change in accounting
principle  for the first  quarter of 2002  compared to the same  quarter of 2001
increased from $(0.027) to $(0.036),  a comparative  Basic Loss Per Common Share
decrease of  approximately  33%. 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.

Cumulative Effect of Change in Accounting Principle
The  $(0.064)  Cumulative  Effect of Change in  Accounting  Principle  cannot be
compared  to any earlier  period.  For a detailed  analysis  of this  principle,
please see Note 3, Effect of Recent Accounting  Pronouncements,  in the Notes to
the Condensed Financial Statements attached hereto.

Net Loss and Weighted Average Common Shares Outstanding
The Net Loss has  increased  3.7 times that shown for the first three  months of
2001.  This  marked  increase is a direct  function of the Change in  Accounting
Principle as described  above.  The Weighted  Average Common Shares  Outstanding
increased by 3,037,554 shares for the comparison of the first quarter of 2001 to
2002.

<PAGE>

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 agreed to sell  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 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.

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 Company is toward an increased number of motion displays 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.

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.

February 11, 2002 the Company  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 the  Company  of  $250,000.  The
essential terms of the loan agreement are that the Company will pay 5% per annum
interest and if the loans are not repaid  within 60 days,  then for each $25,000
loaned to the Company,  the Company 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 $2,078.
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,  65,000  shares of  restricted
common  stock were  transferred  on January  15, 2002 to the  Plaintiff,  Joseph
Maenza,  an  accredited  investor  (as that  term is  defined  in  Regulation  D
promulgated  under the  Securities  Act of 1933, as amended),  as final and full
settlement  of the  lawsuit.  For this  purpose,  these  shares  were  valued at
$29,348.

<PAGE>

October 2, 2000 San Rafael  Consulting  Group,  LLC  loaned to the  Company  one
hundred  thousand  dollars  evidenced  by  a  demand  payment   promissory  note
obligating  the  Company to pay  interest  at an annual  rate of twelve  percent
(12%).  In January 2002 the Company and the note holder,  San Rafael  Consulting
Group,  LLC  reached an  agreement  to convert  the  principal  and all  accrued
interest to one hundred sixty thousand  (160,000)  shares of Company  restricted
common stock. This agreement was fully  consummated  January 2002 and the shares
were issued pursuant thereto.

January 21, 2002 the Company entered into an Investment  Banking  Agreement with
Platinum  Capital North America,  S. A.., a Swiss investment firm, to assist the
Company  in  raising  capital  through a  private  placement.  Pursuant  to this
agreement the Company issued 100,000 shares of common stock.

February 14, 2002 the Company  issued  67,000  shares of Employees  Stock Option
Plan shares to a business  consultant in consideration  for consulting  services
relating to business strategy, financial public relations, including introducing
the  Company  to  broker-dealers,   market  makers,  banks,  financial  advisor,
underwriters, financial institutions and potential investors, both in the United
States and Europe.  This  consulting  service is without  further  consideration
and/or other remuneration to the consultant.

March 18, 2002 the Company issued  100,000 shares of restricted  common stock to
AMS Controls, Inc., the supplier of the "EyeCatcher Powered by Insight" back-lit
motion displays according to a security arrangement for payment of displays.

WARRANTS ISSUED None in the first quarter of 2002.

USE OF PROCEEDS
The proceeds from these  transactions  (Common 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  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.

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.

<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 20th day of May 2002.


                                        New Millennium Media International, Inc.
                                                          (Registrant)

                                        by: /s/ John Thatch
                                            ------------------------------------
                                            John Thatch as President/CEO