As filed  with the  Securities  and  Exchange  Commission  on  August  14,  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 June 30, 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 June 30, 2002 there were  9,733,047  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 SHEET

<TABLE>
<CAPTION>
                                                                      JUNE 30,        DECEMBER 31,
                                                                        2002             2001
                                                                     (UNAUDITED)       (AUDITED)
                                                                     ------------     ------------
ASSETS

Current Assets:
<S>                                                                  <C>              <C>
     Cash                                                            $      2,755     $     47,239
     Accounts Receivable                                                   70,024           23,395
     Inventory                                                                 --               --
     Prepaid Assets                                                        21,728           47,227
                                                                     ------------     ------------
           Total Current Assets                                            94,507          117,861
                                                                     ------------     ------------

Property and Equipment
     Property and Equipment - net                                       1,383,769        1,461,824
                                                                     ------------     ------------

Other Assets
     Intangible assets - net                                              100,000          665,095
     Other assets                                                          52,662           13,986
                                                                     ------------     ------------
           Total Other Assets                                             152,662          679,081
                                                                     ------------     ------------

                                                                     $  1,630,938     $  2,258,766
                                                                     ============     ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts payable and accrued expenses                           $    435,835     $    520,377
     Notes and loans payable                                              577,760          612,697
     Related party payables                                               985,919          809,554
                                                                     ------------     ------------

           Total Current Liabilities                                    1,999,514        1,942,628
                                                                     ------------     ------------

Long-term Liabilities                                                          --               --

Stockholders' Equity
     Common stock, par value $.001; 15,000,000 shares
           authorized; 9,733,047 and 8,610,047 shares issued
           and outstanding, respectively, 2002 and 2001                     9,733            8,610
     Common stock warrants                                                 70,890           69,290
     Common stock options; none and 25,000 issued and outstanding,
           respectively, 2002 and 2001 exercisable at $.005 per option         --            1,175
     Preferred stock, par value $.001; 10,000,000 shares authorized,
           no shares issued and outstanding                                    --               --
     Additional paid in capital                                         5,830,192        5,336,697
     Accumulated Deficit                                               (4,446,016)      (3,266,259)
                                                                     ------------     ------------
                                                                        1,464,799        2,149,513
     Less common stock subscribed                                      (1,833,375)      (1,833,375)
                                                                     ------------     ------------
           Total Stockholders' Equity                                    (368,576)         316,138
                                                                     ------------     ------------
                                                                     $  1,630,938     $  2,258,766
                                                                     ============     ============
</TABLE>

                             See accompanying notes.

                                       2
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        CONDENSED STATEMENT OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          FOR THE          FOR THE          FOR THE          FOR THE
                                                          QUARTER          QUARTER        SIX MONTHS       SIX MONTHS
                                                           ENDED            ENDED            ENDED            ENDED
                                                          6/30/02          6/30/01          6/30/02          6/30/01
                                                       ------------     ------------     ------------     ------------
<S>                                                    <C>              <C>              <C>              <C>
Revenues                                               $    247,820     $     74,991     $    459,247     $    218,741

Costs and Expenses:
     General and administrative                             461,784          309,091          922,794          562,729
     Interest expense                                        34,310           15,559           64,119           26,743
     Depreciation and amortization                           43,629           35,116           86,996           70,232
                                                       ------------     ------------     ------------     ------------
          Total costs and expenses                          539,723          359,766        1,073,909          659,704
                                                       ------------     ------------     ------------     ------------

Loss before cumulative effect of change
     in accounting principle                               (291,903)        (284,775)        (614,662)        (440,963)
Cumulative effect of change in accounting principle              --               --         (565,095)              --
                                                       ------------     ------------     ------------     ------------

Net Loss                                               $   (291,903)    $   (284,775)    $ (1,179,757)    $   (440,963)
                                                       ============     ============     ============     ============

Basic and diluted loss per common share:

     Loss before cumulative effect of change
          in accounting principle                      $     (0.031)    $     (0.043)    $     (0.067)    $     (0.069)
     Cumulative effect of change in
          accounting principle                                   --               --           (0.062)              --
                                                       ------------     ------------     ------------     ------------

Net Loss                                               $     (0.031)    $     (0.043)    $     (0.129)    $     (0.069)
                                                       ============     ============     ============     ============

Weighted Average Number of Shares Outstanding             9,442,547        6,556,861        9,171,547        6,403,491
                                                       ============     ============     ============     ============
</TABLE>

                            See accompanying notes.

                                       3
<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                        CONDENSED STATEMENT OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       FOR THE          FOR THE          FOR THE          FOR THE
                                                                       QUARTER          QUARTER        SIX MONTHS       SIX MONTHS
                                                                        ENDED            ENDED            ENDED            ENDED
                                                                       6/30/02          6/30/01          6/30/02          6/30/01
                                                                    ------------     ------------     ------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                 <C>              <C>              <C>              <C>
     Net income (loss)                                              $   (291,903)    $   (284,775)    $ (1,179,757)    $   (440,963)
     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                                   43,629           35,116           86,996           70,232
          Fair value of shares issued for services                        20,000           25,000          134,650           76,685
          Fair value of options issued                                     3,576               --            7,033               --
          Fair value of warrants issued                                    1,600               --            1,600               --
          (Increase) decrease in accounts receivable                     (18,770)         (38,706)         (46,629)        (114,939)
          (Increase) decrease in prepaid expenses                         (7,500)          (1,876)          25,500           (1,876)
          (Increase) decrease in other assets                            (36,348)              --          (39,026)              --
          Increase (decrease) in accounts payable
              and accrued expenses                                      (102,529)          36,464          (87,471)          79,916
          Increase (decrease) in related party payables                  165,836               --          213,917               --
                                                                    ------------     ------------     ------------     ------------
              Net cash provided by (used in) operating activities       (222,409)        (228,777)        (318,092)        (330,945)
                                                                    ------------     ------------     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                                   (7,940)          (6,062)          (7,940)         (10,767)
                                                                    ------------     ------------     ------------     ------------

          Net provided by (used in) investing activities                  (7,940)          (6,062)          (7,940)         (10,767)
                                                                    ------------     ------------     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from loans                                                 186,198          250,000          241,198          310,000
     Proceeds from common stock transactions                              40,000               --           40,000           50,000
     Proceeds from exercise of common stock options                           --               --              350               --
                                                                    ------------     ------------     ------------     ------------

          Net cash provided by (used in) financing activities            226,198          250,000          281,548          360,000
                                                                    ------------     ------------     ------------     ------------

Increase (decrease) in cash and cash equivalents                    $     (4,151)    $     15,161     $    (44,484)    $     18,288

Cash and cash equivalents at beginning of period                           6,906            3,127           47,239               --
                                                                    ------------     ------------     ------------     ------------

Cash and cash equivalents at end of period                          $      2,755     $     18,288     $      2,755     $     18,288
                                                                    ============     ============     ============     ============

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 (1,000 shares) to
               purchase property and equipment                      $      1,000     $         --     $      1,000     $         --

           Conversion of short-term debt to equity                       168,660           13,000          310,758           13,000
</TABLE>

                            See accompanying notes.

                                        4
<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 six  months  ended  June 30,  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  accordance  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:

<TABLE>
<CAPTION>
                                             FOR THE QUARTER ENDED                              SIX MONTHS ENDED
                                                    JUNE 30,                                        JUNE 30,
                                 --------------------------------------------    -------------------------------------------
                                         2002                    2001                     2002                     2001
                                 --------------------------------------------    -------------------------------------------

                                  NO. OF                  NO. OF                  NO. OF                  NO. OF
                                 SHARES /                SHARES /                SHARES /                SHARES /
                                 OPTIONS      AMOUNT     OPTIONS      AMOUNT     OPTIONS      AMOUNT     OPTIONS      AMOUNT
                                 --------    --------    --------    --------    --------    --------    --------    --------
<S>                              <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
COMMON STOCK:
  Conversion of short-term
    debt to equity                335,000    $168,660      20,000    $ 13,000     560,000    $310,758      20,000    $ 13,000

  Shares issued for services       40,000      20,000     100,000      25,000     307,000     134,650     306,740      76,685
                                             --------                --------                --------                --------
                                             $188,660                $ 38,000                $445,408                $ 89,685
                                             ========                ========                ========                ========
COMMON STOCK OPTIONS:

  Options issued for services     125,000    $  3,576          --    $     --     175,000    $  7,033          --    $     --
                                             ========                ========                ========                ========
</TABLE>


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

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

<TABLE>
<CAPTION>
                                                              FOR THE QUARTER ENDED           SIX MONTHS ENDED
                                                                      JUNE 30,                      JUNE 30,
                                                           --------------------------     --------------------------
                                                               2002            2001           2002            2001
                                                           ------------     ---------     ------------     ---------
Net loss before cumulative effect of accounting change:
<S>                                                        <C>              <C>           <C>              <C>
    As reported                                            $   (291,903)    $(284,775)    $   (614,662)    $(440,963)

    Goodwill amortization                                            --        11,298               --        22,596

                                                           ------------     ---------     ------------     ---------
        Net loss after cumulative effect
          of accounting change                             $   (291,903)    $(273,477)    $   (614,662)    $(418,367)
                                                           ============     =========     ============     =========

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

        As reported                                        $     (0.031)    $  (0.043)    $     (0.067)    $  (0.069)
                                                           ============     =========     ============     =========

        As adjusted                                        $     (0.031)    $  (0.042)    $     (0.067)    $  (0.065)
                                                           ============     =========     ============     =========
</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 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 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  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.

NMMI continues to incur significant  losses from operations.  We incurred losses
from  operations  of $291,903  for the quarter  ended June 30, 2002  compared to
$284,775  for the same term of 2001and the loss for the first six months of 2002
was $614,662  compared to $440,963 for the first six months of 2001.  As of June
30, 2002, we had an accumulated deficit of $ 4,446,016.

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

<PAGE>

reasonableness and conservatism on a consistent basis. Actual results may differ
materially from these estimates under different assumptions or conditions.

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 six months ended June
30, 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,  5%,  during  the first 6 months  period of 2002
compared to the first six months of 2001 due to depreciation  expense;  however,
the Total Other  Assets  shows a decrease of  $526,419,  77%.  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 increase in Total Current  Liabilities  during
these  first  six  months  of  2002  is   relatively   insignificant,   $56,886,
approximately  2.9%.  The  Total  Stockholders'  Equity  decreased  $684,714,  a
decrease of 216% for this 6 months period due to these losses.

RESULTS OF OPERATIONS
Revenue
The  comparative  revenue  for the second  quarter of 2002  compared to the same
period for 2001 shows an increase of  $172,829,  230% for the first two quarters
of 2002  compared to 2001 the increase is $240,506,  110%.  This increase is 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  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.

General and Administrative Costs and Expenses
There was an increase in the General and  Administrative  Costs and  Expenses of
$152,693,  49%,  for the  second  quarter  comparison  of 2002  and  2001 and an
increase of $360,065,  64%, for the first two  quarters  comparison  of 2002 and
2001.  These  increases  are due  primarily to the Company  continuing  to grow,
adding employees, providing

<PAGE>

employee  incentives,   employee  benefits,  management  consulting,   interest,
depreciation  and  royalty  allowance  for the  IllumiSign-EyeCatcher  front-lit
licensing  agreement.  The  current  staffing  of the  Company is expected to be
sufficient to carry the Company through its growth during the next six to twelve
months at the present rate of growth.

Interest Expense
Interest  Expense  increased by $18,751,  121%,  for the second  quarter of 2002
compared  to the same  period  of 2001 and  $37,376,  140%,  for the  first  two
quarters  comparison  for those same  years.  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 $8,513,  24%, for the second quarter
and $16,764,  24%, for the first two  quarters of 2002 and 2001.  This  increase
continues to be the result of additional  advertising boards being available for
lease.

Total Costs and Expenses
The Total Costs and Expenses have  increased by $179,957,  an increase of 50% in
this  second  quarter of 2002 when  compared  to the second  quarter of 2001 and
$414,205,  63%, for the first six months comparison for these years. This is the
effect of the Company  continuing to grow and add EyeCatcher motion displays and
support   personnel   as   described   above  under  the  heading   General  and
Administrative  Costs  and  Expenses.  Many of  these  costs  and  expenses  are
non-recurring startup expenses.

Loss Before Cumulative Effect of Change in Accounting Principle
This loss  increased 3%,  $7,128,  for the second  quarter  comparison  and 39%,
$173,699 for the first two  quarters  comparison  for years 2002 and 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 second  quarter of 2002  compared to the same quarter of 2001
decreased from $(0.043) to $(0.031),  a comparative  Basic Loss Per Common Share
decrease of approximately  28%. For the first six months  comparison there was a
decrease in the loss per share of $(0.002), 3%. This decrease in loss per common
share is a function of the increase in the number of Weighted  Average Number of
Shares  Outstanding.  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 backlit and front-lit display board and the LED display sign truck.

Cumulative Effect of Change in Accounting Principle
The  $(0.062)  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.

<PAGE>

Net Loss and Weighted Average Common Shares Outstanding
The Net Loss has decreased by 28%, $0.012, for the 2002 and 2001 quarters ending
June 30 and has increased 87% for the six months ending June 30. This six months
increase is due primarily to the change in  accounting  principle as noted above
and in Note 4, Fair Value Information,  in the Notes to the Condensed  Financial
Statements  attached  hereto.  The Weighted  Average  Common Shares  Outstanding
increased by 2,885,686  shares for the comparison of the second quarters of 2001
to 2002 and 2,768,056 for the first two quarters comparison.

TRENDS AND EVENTS
Over the past  approximately  six 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.

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.
The Company is presently  negotiating the settlement of an ongoing litigation in
Great Britain with the  individual  patent owner who licenses to the Company the
current  manufacture and sale of the front-lit  IllumiSign  EyeCatcher  display.
This  litigation  is  described  as  Maurice  Grosse  and New  Millennium  Media
International,  Inc.,  Claim  Number  HQ02X01340  in the High Court of  Justice,
Queen's Bench Division. These settlement negotiations are progressing and should
be concluded in the next few months.  This  litigation was initiated as a result
of the Company deciding to phase out  distribution of the  IllumiSign-EyeCatcher
front-lit displays in deference to the more modern back-lit displays.

<PAGE>

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.

April 4, 2002  (75,000  shares)  and June 27, 2002  (50,000  shares) the Company
transferred  an aggregate of 125,000  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 $5,756 that includes $2,055 for interest
that accrued on 50,000 shares  during the first quarter of 2002,  but which were
unexercised  until the second  quarter of 2002.  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.

April 10, 2002 the Company  issued 40,000  shares of restricted  common stock as
payment in full for the purchase of ten IllumiSign-EyeCatcher displays.

May 20, 2002 the Company issued 215,000 shares of restricted  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 the  investor's
payment to the  Company  of $40,000  and the  investor's  conversion  to 135,000
shares of Company  restricted  common  stock of a March 2001 $60,000 loan to the
Company plus accrued interest of $8,660.

In accordance with the terms of the Company  Employee Stock Option Plan, on June
18, 2002 the Company  issued 200,000  shares of Company  Employees  Stock Option
Plan stock to an employee in consideration for $100,000.

June 27, 2002 the Company  issued 1,000 shares of restricted  common stock to an
Accredited  Investor (as that term is defined in Regulation D promulgated  under
the Securities Act of 1933, as amended) along with $2,000 cash in  consideration
for the conveyance to the Company of a late model van intended to be used by the
Company to transport IllumiSign-EyeCatcher displays.

WARRANTS ISSUED
May 9,  2002 the  Company  issued  to an  Accredited  Investor  (as that term is
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended) a warrant to purchase up to 25,000 shares of Company  common stock at a
strike  price of $0.75 per  share  for a term of one year  after the May 9, 2002
issuance of the warrant.  Utilizing the Black Scholes formula, assuming a 1 year
life,  no expected  dividends,  volatility  of 50% and interest  rate of 3%, the
Company  determined  that the fair value of this  warrant for the quarter  ended
June 30, 2002 to be $1,600.

<PAGE>

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.

                                   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 14 day of August 2002.


                                        New Millennium Media International, Inc.
                                                     (Registrant)

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