<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ============
                                    FORM 10-Q
                                  ============

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2000


                                  ============

                        Commission file number 000-31083

                              MILLENNIUM CELL INC.
             (Exact Name of Registrant as Specified in its Charter)

                                  ============

             Delaware                                            22-3726792
             --------                                            ----------
     (State or Other Jurisdiction                            (I.R.S. Employer
  of Incorporation or Organization)                       Identification Number)


                              1 Industrial Way West
                           Eatontown, New Jersey 07724
               (Address of Principal Executive Offices) (Zip Code)

       (Registrant's Telephone Number, Including Area Code) (732) 542-4000


        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 [ ] No [X]

        Indicate the number of shares outstanding of each of the issuer's
        classes of common stock, as of the latest practicable date: 27,167,681
        shares of Common Stock, par value $.001, were outstanding on October 30,
        2000.

================================================================================


<PAGE>   2
                                      INDEX

                              MILLENNIUM CELL INC.

<TABLE>
<CAPTION>
                                                                                    PAGE
                                                                                    ----
<S>                                                                                 <C>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

           Condensed Balance Sheets - September 30, 2000 and December 31, 1999        2

           Condensed Statements of Operations - Three and nine months ended
           September 30, 2000 and 1999                                                3

           Condensed Statements of Cash Flows - Nine months ended
           September 30, 2000 and 1999                                                4

           Notes to Condensed Financial Statements - September 30, 2000               5

Item 2.    Management's Discussion and Analysis of Financial Condition and Results
           of Operations                                                              8

Item 3.    Quantitative and Qualitative Disclosures About Market Risk                11



PART II - OTHER INFORMATION

Item 2.    Changes in Securities and Use of Proceeds                                 12

Item 6.    Exhibits and Reports on Form 8-K                                          12
</TABLE>



                                       1
<PAGE>   3
                         PART I - FINANCIAL INFORMATION

ITEM 1.    UNAUDITED FINANCIAL STATEMENTS

                              MILLENNIUM CELL INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                            CONDENSED BALANCE SHEETS
                                   (UNAUDITED)
                   ==========================================

<TABLE>
<CAPTION>
ASSETS
------                                                        September 30,     December 31,
                                                                  2000              1999
                                                             ----------------  ----------------
<S>                                                          <C>               <C>
CURRENT ASSETS:
     Cash and cash equivalents                                 $29,417,971           $42,165
     Prepaid expenses and other assets                             259,812                 -
                                                             ----------------  ----------------
        Total current assets                                    29,677,783            42,165

Property and equipment, net                                        580,867           386,587
Intangible assets, net                                             362,517           254,500
Other assets                                                        22,744            63,225
                                                             ----------------  ----------------
                                                               $30,643,911          $746,477
                                                             ================  ================

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:
    Accounts payable                                               $151,339           $41,700
    Accrued expenses                                                306,544            12,432
    Due to affiliate                                                      -            30,000
    Note payable to affiliate                                             -           250,000
                                                             ----------------  ----------------
        Total current liabilities                                   457,883           334,132

Refundable grant obligation                                         227,522           193,622

Commitments and contingencies

Stockholders' equity:
    Common stock, $.001 par value; authorized 40,000,000             27,168            23,680
      shares and 27,167,681 and 23,679,714 shares issued
      and outstanding as of September 30, 2000 and December
      31, 1999, respectively
    Additional paid-in capital                                   44,820,924         1,226,320
    Deficit accumulated during development stage                (14,889,586)       (1,031,277)
                                                             ----------------  ----------------
Total stockholders' equity                                       29,958,506           218,723
                                                             ----------------  ----------------
                                                                $30,643,911          $746,477
                                                             ================  ================
</TABLE>

                       See notes to financial statements.


                                       2
<PAGE>   4
                              MILLENNIUM CELL INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
               ===================================================

<TABLE>
<CAPTION>
                                               Three Months Ended             Nine Months Ended
                                          ----------------------------- ------------------------------
                                            Sept. 30,      Sept. 30,      Sept. 30,       Sept. 30,
                                               2000           1999           2000           1999
                                          --------------- ------------- --------------- --------------
<S>                                       <C>             <C>           <C>             <C>
                                          $           -   $         -   $           -   $          -
REVENUE
Cost of revenue                                       -             -               -              -
Product development and engineering             667,511       230,681       1,328,490        579,219
General and administrative (includes
    8,947,378 of non-cash charges for the
    three months and nine months ended
    September 30, 2000)                       9,964,724        21,114      10,429,853         44,908
Depreciation and amortization                    99,151        15,750         160,227         31,434
                                          --------------- ------------- --------------- --------------
Total operating expenses                    (10,731,386)     (267,545)    (11,918,570)      (655,561)
                                          --------------- ------------- --------------- --------------
Loss from operations                        (10,731,386)     (267,545)    (11,918,570)      (655,561)
Interest income/(expense), net                  230,440         6,147         211,142          7,744
                                          --------------- ------------- --------------- --------------
Net loss                                    (10,500,946)     (261,398)    (11,707,428)      (647,817)
Preferred stock amortization                   (726,124)            -      (2,150,881)             -
                                          --------------- ------------- --------------- --------------
Net loss applicable to common
stockholders                               $(11,227,070)    $(261,398)   $(13,858,309)     $(647,817)
                                          =============== ============= =============== ==============
Loss per common share                              $(45)         $(01)           $(56)          $(03)
                                          =============== ============= =============== ===============
Weighted-average number of
shares                                       25,221,249    23,679,714      24,740,280     23,679,714
                                          =============== ============= =============== ===============
</TABLE>


                       See notes to financial statements.


                                       3
<PAGE>   5
                              MILLENNIUM CELL INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
              ====================================================

<TABLE>
<CAPTION>
                                                                               Nine Months Ended
                                                                        --------------------------------
                                                                           Sept. 30,       Sept. 30,
                                                                             2000             1999
<S>                                                                     <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                $(11,707,428)    $ (647,817)
Adjustments to reconcile net loss to net cash used in operating
    activities:

        Depreciation and amortization                                        160,227         31,434
        Non-cash charges                                                   8,947,378              -
        Changes in operating assets and liabilities:
                                                                            (219,627)       (31,455)
          PREPAID EXPENSES AND OTHER ASSETS
          Accounts payable and accrued expenses                              403,751          5,146
          Due to affiliate                                                   (30,000)        21,704
                                                                        ---------------- ---------------
        Net cash used in operating activities                             (2,445,699)      (620,988)
                                                                        ---------------- ---------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property and equipment                                          (339,132)      (206,726)
Patent registration costs                                                   (123,251)       (67,542)
                                                                        ---------------- ---------------
        Net cash used in investing activities                               (462,383)      (274,268)
                                                                        ---------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock                                               33,523,000        925,000
Underwriting and other expenses of initial public offering                (3,672,135)             -
Proceeds from grant                                                           33,900        193,622
Proceeds from capital contribution                                           500,000              -
Payment of note payable                                                     (250,000)             -
Proceeds from sale of preferred stock                                      2,149,123              -
                                                                        ---------------- ---------------
        Net cash provided by financing activities                         32,283,888      1,118,622
                                                                        ---------------- ---------------
Net increase in cash and cash equivalents                                 29,375,806        223,366
Cash and cash equivalents at beginning of period                              42,165              -
                                                                        ---------------- ---------------
Cash and cash equivalents at end of period                               $29,417,971       $223,366
                                                                        ================ ===============
</TABLE>

NON-CASH TRANSACTIONS

    In January 1999, the Company received a license and equipment from GP
Strategies ("GPS") in exchange for a note payable to GPS for $250,000.






                       See notes to financial statements.


                                       4
<PAGE>   6
                              MILLENNIUM CELL INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                               SEPTEMBER 30, 2000
           ==========================================================



1.      BASIS OF PRESENTATION

        The accompanying unaudited condensed financial statements have been
        prepared in accordance with generally accepted accounting principles for
        interim financial information and with the instructions to Form 10-Q and
        Article 10 of Regulation S-X. Accordingly, they do not include all of
        the information and footnotes required by generally accepted accounting
        principles for complete financial statements. In the opinion of
        management, all known adjustments (which consist primarily of normal
        recurring adjustments) considered necessary for a fair presentation have
        been included.

        The interim statements should be read in conjunction with the Company's
        audited financial statements for the fiscal year ended December 31, 1999
        included in the Company's Registration Statement on Form S-1.

        On April 25, 2000, the Company converted from a limited liability
        company to a C corporation with one class of common stock and one class
        of preferred stock. All of the outstanding equity interests of the
        limited liability company were converted on a one for one basis into
        shares of common stock of the new corporation.

2.      PRIVATE PLACEMENT AND INITIAL PUBLIC OFFERING

        In May 2000, in exchange for approximately $2.2 million, the Company
        sold 759,368 shares of Series A preferred stock, which converted into
        759,368 shares of common stock upon completion of the Company's initial
        public equity offering which closed on August 14, 2000. As the issuance
        price is substantially less than the initial public offering price, the
        Company recognized additional preferred dividends of $2.2 million from
        the date of issuance to the initial public offering.

        In August 2000, the Company completed an initial public offering for the
        sale of 3 million shares of common stock at $10 per share. In September
        2000, the Company's underwriters exercised their overallotment option of
        352,000 shares of common stock. The aggregate net proceeds to the
        Company totaled approximately $29.9 million.

3.      INCOME TAXES

        On April 25, 2000, the Company converted from a limited liability
        company to a C corporation. In connection with the conversion the
        Company recognized certain deferred



                                       5
<PAGE>   7

        tax assets which were offset by a valuation allowance due to the
        uncertainty of future realization of such assets.

4.      EARNINGS PER SHARE

        Basic earnings per share ("EPS") is computed by dividing income
        available to common stockholders by the weighted average number of
        common shares actually outstanding for the period. Diluted EPS reflects
        the potential dilution that could occur if securities or other contracts
        to issue common stock were exercised or converted into common stock or
        resulted in the issuance of common stock that then shared in the
        earnings of the Company. All such securities were anti-dilutive for all
        periods presented.

5.      ROYALTY AGREEMENTS

        Effective July 2000, the Company terminated the royalty agreements with
        GPS and Mr. Amendola which related to sales of developed technology
        covered by a license acquired in December 1998. In connection with this
        agreement and another royalty agreement in which Mr. Amendola was
        involved with three other individuals, the Company adjusted the GPS
        ownership by redeeming 830,298 shares of the Company's common stock
        held by GPS in May 2000 and GPS was granted immediately
        exercisable options to purchase 250,000 shares of common stock at the
        initial public offering price in July 2000. This adjustment in
        ownership reflects, in part information discovered about the license
        subsequent to the original investment regarding three individuals with
        whom Mr. Amendola had entered into a sharing of royalty agreement.
        Additionally, several of the other existing investors were also diluted
        as a result of certain employees and key management receiving equity.
        Furthermore, the Company and Mr. Amendola terminated the license
        agreement, at which time the Company acquired ownership of the patent
        rights relating to the proprietary technology. In addition, in a
        separate assignment executed concurrently with the omnibus agreement,
        Mr. Amendola assigned the ownership of any future inventions as well as
        pending patent applications and future patents to the Company.

        In consideration of the foregoing transactions, on May 24, 2000, the
        Company agreed to issue options to purchase 206,897 shares of common
        stock to Mr. Amendola with an exercise price of $2.90 per share. Mr.
        Amendola intended to transfer a portion of these options to three
        individuals with whom he had agreed to share royalty payments. Effective
        August 1, 2000, the Company issued 206,897 shares of common stock to Mr.
        Amendola in place of the aforementioned options, of which 152,207 were
        subsequently transferred by him to the three individuals with whom he
        had agreed to share royalty payments. The 206,897 shares issued to Mr.
        Amendola resulted in non-cash charges of approximately $2.1 million and
        is included in general and administrative expenses in the statement of
        operations during the quarter ended September 30, 2000.

6.      STOCK OPTIONS

        The Company issued 3,204,293 options for shares of common stock to
        employees and directors during the third quarter, with exercise prices
        ranging from $2.90 per share to the initial public offering price.
        Certain of these issuances result in a non-cash charge of $4,210,473 in
        the third quarter of 2000, which is included in general and
        administrative

                                       6
<PAGE>   8

        expense in the statement of operations. The Company will incur
        additional non-cash charges of approximately $17.8 million over the
        three-year vesting period of such options (assuming no employee
        turnover) as follows: Fourth Quarter 2000-$1.6 million, 2001-$6.5
        million, 2002-$6.5 million and 2003-$3.2 million. The Company also
        issued 538,928 options to individuals and entities which were not
        employees of the Company. Accordingly, such options were recorded at
        fair value and resulted in a non-cash charge of $2,667,935 in the third
        quarter which is included in general and administrative expense in the
        statement of operations. The Company will incur additional non-cash
        charges of approximately $852,165 for those options which did not vest
        immediately over the vesting period of such options follows: Fourth
        Quarter 2000-$207,697, 2001-$325,287, 2002-$212,787 and 2003-$106,394.

7.      SUBSEQUENT EVENT

        In October 2000, the Company, in the ordinary course of business,
        entered into agreements with Ballard Power Systems Inc. which provide
        for the following:

        -       The joint development of the Company's proprietary hydrogen
                generation system for use with Ballard's portable power fuel
                cell products.

        -       Ballard's right to license certain technology of the Company for
                use in its portable power products on an exclusive basis for a
                defined period of time.

        -       Ballard to pay the Company $2.4 million as an advance on
                royalties payable under the license.

        -       Ballard, upon successful completion of the joint development
                effort ("Development Date"), has the right to purchase up to
                400,000 shares of the Company's common stock which will be
                recorded at its fair value on the Development Date.


                                       7
<PAGE>   9
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
           AND FINANCIAL CONDITION

===============================================================================

The following discussion should be read in conjunction with the accompanying
Condensed Financial Statements and Notes thereto included within this report. In
addition to historical information, this Form 10-Q and the following discussion
contain forward-looking statements that reflect our plans, estimates,
intentions, expectations and beliefs. Our actual results could differ materially
from those discussed in the forward-looking statements. Factors that could cause
or contribute to such differences include, but are not limited to, those set
forth under the caption "Risk Factors" in our registration statement on Form S-1
filed with the Securities and Exchange Commission on August 9, 2000.

GENERAL

        We were formed as a Delaware limited liability company on December 17,
1998, organized and began operations on January 1, 1999 (inception date) and
were converted into a Delaware corporation on April 25, 2000. All of the
outstanding equity interests of the limited liability company were converted
into shares of common stock of the corporation. Unless otherwise indicated, all
information that we present in this quarterly filing for any date or period
gives effect to the conversion as if it had occurred on that date or as of the
beginning of that period and all references to common stock for periods before
the conversion mean our issued and outstanding membership interests.

OVERVIEW

        In December 1998, we acquired rights to exploit the sodium borohydride
technology patented by Steven Amendola, our Chief Technical Officer. Our initial
business plan was to conduct research and development on sodium borohydride with
the purpose of developing an alternative energy system to gasoline for use in
automobile engines. In the course of investigating the use of our energy system,
we focused initially on the development of a sodium borohydride fuel cell for
potential commercial application. As our research progressed, we realized that
sodium borohydride not only had the potential to produce a better fuel cell than
currently exists, but that sodium borohydride can also be used to generate
hydrogen. Further research indicated that our proprietary system could also be
used to make longer lasting disposable batteries. In May 2000, Mr. Amendola and
the Company terminated our licensing agreement and the Company acquired
ownership of the existing and future patent rights relating to the sodium
borohydride technology.

        Our goal is to convert our technology from the research and development
stage to commercialization. Such potential revenue for the next several years is
likely to include upfront license fees, research contracts with various federal,
state and local agencies or through collaborations with other companies, and
royalty payments or joint venture revenue from licensees or strategic
partnerships. We have not generated any commercial revenue to date.

        We incurred operating losses in 1999 and the nine months ended September
30, 2000 of $1,042,088 and $11,918,570, and we had a net loss applicable to
common stockholders of $1,031,277 in 1999 and $13,858,309 in the nine months
ended September 30, 2000. As of September 30, 2000, we had an accumulated
deficit of $14,889,586. Our losses have resulted primarily from costs associated
with research and development activities as well as non-cash amortization
related to preferred stock and non-cash compensation charges. As a result of
planned expenditures in the area of research and development, we expect to incur
additional operating losses for the foreseeable future.



                                       8
<PAGE>   10
        Our limited operating history makes the prediction of future operating
results difficult. We believe that period-to-period comparisons of our operating
results should not be relied upon as predictive of future performance. Our
prospects must be considered in light of the risks, expenses and difficulties
encountered by companies at an early stage of development, particularly
companies in new and rapidly evolving markets. We may not be successful in
addressing these risks and difficulties.

RESULTS OF OPERATIONS

Three months ended September 30, 2000 compared to the three months ended
September 30, 1999.

Total Revenues. To date, we have not recognized any revenues related to the sale
or license of our technology.

Product Development and Engineering Expenses. Product development and
engineering expenses were $667,511 for the three months ended September 30, 2000
compared to $230,681 for the three months ended September 30, 1999, an increase
of $436,830. The increase in product development and engineering expenses is
primarily attributable to increased staffing required to further the development
of our technology.

General and Administrative Expenses. General and administrative expenses were
$9,964,724 for the three months ended September 30, 2000 compared to $21,114 for
the three months ended September 30, 1999, an increase of $9,943,610. The
increase in general and administrative expenses includes a non-cash compensation
charge of $4,210,473 for the grant of company stock options below market, the
fair value of options issued to non-employees of $2,667,935 and $2,068,970 for
the issuance of common stock in connection with the termination of the royalty
agreement. An officer received a $250,000 one time signing bonus and an officer
was awarded a $135,000 bonus for signing and the closing of the initial public
offering. In addition, there were increases in staffing and support necessary
to manage and facilitate our growth, which represent $480,000 of the increase.

Depreciation and Amortization. Depreciation and amortization was $99,151 for the
three months ended September 30, 2000 compared to $15,750 for the three months
ended September 30, 1999, an increase of $83,401. This increase in depreciation
and amortization is related to the addition of certain laboratory equipment.

Interest Income/(Expense). Net interest income was $230,440 for the three months
ended September 30, 2000 compared to a net interest income amount of $6,147 for
the three months ended September 30, 1999, an increase of $224,293. The change
in net interest income is primarily the result of higher interest income related
to a larger average cash balance resulting from the proceeds of the initial
public offering during the three month period ended September 30, 2000 versus
the comparable period ended September 30, 1999.

Preferred Stock Amortization. Preferred stock amortization of $726,124 for the
three months ended September 30, 2000, represents a non-cash charge to the
common stockholders in connection with the May 2000 issuance of the preferred
shares at less than the initial public offering price.

Nine months ended September 30, 2000 compared to the period from January 1, 1999
(inception) to September 30, 1999.





                                       9
<PAGE>   11

Total Revenues. To date, we have not recognized any revenues related to the sale
or license of our technology.

Product Development and Engineering Expenses. Product development and
engineering expenses were $1,328,490 for the nine months ended September 30,
2000 compared to $579,219 for the period from January 1, 1999 (inception) to
September 30, 1999, an increase of $749,271. The increase in product development
and engineering expenses is primarily attributable to increased staffing
required to further the development of our technology

General and Administrative Expenses. General and administrative expenses were
$10,429,853 for the nine months ended September 30, 2000 compared to $44,908 for
the period from January 1, 1999 (inception) to September 30, 1999, an increase
of $10,384,945. The increase in general and administrative expenses includes a
non-cash compensation charge of $4,210,473, for the grant of company stock
options below market the fair value of options issued to non employees of
$2,667,935 and $2,068,970 for the issuance of common stock in connection with
the termination of the royalty agreement. An officer received a $250,000 one
time signing bonus and an officer was awarded a $135,000 bonus for signing and
the closing of the initial public offering. In addition, there were increases
in staffing and support necessary to manage and facilitate our growth, which
represent $850,000 of the increase.

Depreciation and Amortization. Depreciation and amortization was $160,227 for
the nine months ended September 30, 2000 compared to $31,434 for the period from
January 1, 1999 (inception) to September 30, 1999, an increase of $128,793. This
increase in depreciation and amortization is related to the addition of certain
laboratory equipment.

Interest Income/(Expense). Net interest income was $211,142 for the nine months
ended September 30, 2000 compared to a net interest income amount of $7,744 for
the nine months ended September 30, 1999, an increase of $203,398. The change in
net interest income is primarily the result of higher interest income related to
a larger average cash balance resulting from the proceeds of the initial public
offering during the period ended September 30, 2000 versus the comparable period
ended September 30, 1999

Preferred Stock Amortization. Preferred stock amortization of $2,150,881 for the
nine months ended September 30, 2000, represents a non-cash charge to the common
stockholders in connection with the May 2000 issuance of the preferred shares at
less than the initial public offering price.

LIQUIDITY AND CAPITAL RESOURCES

        Since our organization effective January 1, 1999, we have primarily
financed our operations through our initial public offering in August 2000 and
private placements of equity securities. In 1999, we issued $1,250,000 of
membership interests in Millennium Cell, LLC for cash, which subsequently were
converted into our common stock as of April 25, 2000. We also received a capital
contribution of $500,000 in the first quarter of 2000, and in May 2000, we sold
759,368 shares of Series A preferred stock, which automatically converted into
759,368 shares of common stock upon the completion of our initial public
offering. The net proceeds from our initial public offering totaled
approximately $29.9 million. As of September 30, 2000, we had $29.4 million in
cash and cash equivalents.



                                       10
<PAGE>   12

        Cash used in operations totaled $953,000 and $2,446,000 for the period
from January 1, 1999 (inception) to December 31, 1999 and the nine-month period
ended September 30, 2000, respectively, and related to funding our net operating
losses.

        Investing activities used cash of $448,000 for the period from January
1, 1999 (inception) to December 31, 1999 and $462,000 for the nine-month period
ended September 30, 2000. Investing activities consisted primarily of purchases
of laboratory equipment and accessories necessary for the continuation of our
research and development activities and additional patent registration costs. We
expect to continue to make significant investments in research and development
equipment and our administrative infrastructure, including the purchase of
property, plant and equipment to support our expansion plans.

        Between January 1999 and April 2000, we received an aggregate of
$227,522 from a recoverable grant award from the State of New Jersey Commission
on Science and Technology. The funds were used to partially fund costs directly
related to development of our fuel cell technology. The recoverable grant is
required to be repaid when we generate net income in a fiscal year. The
repayment obligation, which begins in June 2001, ranges from 1% to 5% of net
income over a ten-year period and shall not exceed 200% of the original grant.
We are obligated to repay the unpaid amount of the original grant at the end of
the ten-year period.

        We believe that the net proceeds from our initial public offering of
$29.9 million, together with our current cash and cash equivalents, will be
sufficient to satisfy our anticipated cash needs for at least the next three
years. It is possible, however, that we may seek additional financing within
this timeframe. We may raise additional funds through public or private
financings, collaborative relationships or other arrangements. We cannot assure
you that additional funding, if sought, will be available or, even if available,
will be on terms favorable to us. Further, any additional equity financing may
be dilutive to stockholders, and debt financing, if available, may involve
restrictive covenants. Our failure to raise capital when needed may harm our
business and operating results.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Market risk represents the risk of loss that may impact our financial
position, operating results or cash flows due to changes in U.S. interest rates.
This exposure is directly related to our normal operating activities. Our cash
and cash equivalents are invested with high quality issuers and are generally of
a short-term nature. As a result, we do not believe that near-term changes in
interest rates will have a material effect on our future results of operations.

        Our systems' ability to produce energy depends on the availability of
sodium borohydride, which has a limited commercial use and is not manufactured
in vast quantities. There are currently only two major manufacturers of sodium
borohydride and there can be no assurance that the high cost of this specialty
chemical will be reduced. Once we commence full operations in the future, we may
need to enter into long-term supply contracts to protect against price increases
of sodium borohydride. We cannot assure you that we will be able to enter into
these agreements to protect against price increases.


                                       11
<PAGE>   13
                           PART II - OTHER INFORMATION


ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS.

        The company's registration statement of From S-1 (File No. 333-37896)
was declared effective by the Securities and Exchange Commission on August 9,
2000. The initial public offering date was August 9, 2000, and the closing date
was August 14, 2000. The names of the managing underwriters of the initial
public offering are Morgan Keegan & Company, Inc. and The Robinson-Humphrey
Company, LLC. The title of the class of securities registered is common stock,
par value $.001 per share. The Company registered 4,255,000 shares of common
stock and the aggregate price of the offering amount registered was $51,060,000.
To date, the Company has sold 3,352,000 shares of common stock for an aggregate
offering price of $33,520,000. The Company paid approximately $3,670,000 for
underwriting discounts and commissions and other expenses to persons other than
directors, officers or their associates, and other than to persons owning 10
percent of more of the common stock or to affiliates of the company. No direct
or indirect payments were made to the persons listed in the preceding sentence.

        During the three months ended September 30, 2000, the Company used
$250,000 of the proceeds to repay the GPS note payable and approximately
$525,000 for working capital purposes.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits

        10.1 Employment Agreement, dated September 6, 2000, by and between
             Millennium Cell Inc. and Norman R. Harpster, Jr.

        (b)  Reports on Form 8-K

        The Company did not file any reports on Form 8-K during the three months
ended September 30, 2000.


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<PAGE>   14
                                   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.


Date: November 1, 2000                    MILLENNIUM CELL INC.
                                          (Registrant)

                                          By:  /s/  Norman R. Harpster, Jr.
                                             --------------------------------
                                          Name:     Norman R. Harpster, Jr.
                                          Title:    Chief Financial Officer
                                                    and Vice President-
                                                    Finance & Administration


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