UNITED
STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For
the quarterly period ended September 30, 2009


or


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


For
the transition period from





Commission
File Number ____________





MILLENNIUM GROUP WORLDWIDE
INCORPORATED


(Exact
name of Registrant as specified in its charter)








FLORIDA
            
            82-0540176(State
      or other jurisdiction of

                incorporation
      or organization)
            
            (I.R.S.
      Employer

                Identification
      No.)




2825 N. Tenth Street

                St. Augustine, Florida
      32084
            
            (904) 808-0480(Address
      of principal executive offices,
              including
      zip code)
            
            (Registrant’s
      telephone number,
              Including
      area code)





þ o




Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
(Check one):




Large accelerated
      filer
            o
            Accelerated
      filer
            oNon-accelerated
      filer
              (Do not
      check if a smaller reporting company)
            o
            Smaller reporting
      company
            x





Indicate
by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o No þ





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS: N/A





Indicate
by check mark whether the Registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.  Yes o No o





As of
September 30, 2009, there were 6,250,000 shares of the Registrant’s common
stock outstanding.





1




TABLE
OF CONTENTS





PART I — FINANCIAL
      INFORMATIONItem 1
            Financial
      Statements
            3Consolidated Balance
      Sheets as of September 30, 2009 and 2008 (Unaudited)
            3Consolidated
      Statements of Operations for the three months ended September 30, 2009 and
      2008 (Unaudited)
            4-5Consolidated
      Statements of Cash Flows for the three months ended September 30, 2009 and
      2008 (Unaudited)
            6Notes
      to Consolidated Financial Statements
            7Item 2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            8Item 3.
            Quantitative and
      Qualitative Disclosures About Market Risk
            11Item 4.
            Controls and
      Procedures
            11PART II — OTHER
      INFORMATIONItem 1.
            Legal
      Proceedings
            12Item 1A.
            Risk
    Factors
            12Item 2.
            Unregistered Sales
      of Equity Securities and Use of Proceeds
            12Item 3.
            Defaults Upon Senior
      Securities
            12Item 4.
            Submission of
      Matters to a Vote of Security Holders
            13Item
      5.
            Other
      Information
            13Item 6.
            Exhibits
            13Exhibit
    Index
            13Signature
            13EX-
      31.1EX-
      31.2EX-
      32.1EX-
      32.2


2


Item
1 Financial Statements:





Millennium
Group Worldwide Incorporated


Condensed
Consolidated Balance Sheet


(Unaudited)








Sept
      30, 09
              
              
              Sept
      30, 08ASSETSCurrent
      AssetsChecking/SavingsMercantile
      Bank
              
              
              .508.23
              
              
              
              -Mercantile
      Bank (CD)
              
              
              400,000.00
              
              
              
              -Wachovia
      4433
              
              
              40.91
              
              
              
              38,556.16Wachovia
      4446
              
              
              1060.5
              
              
              
              1,090.50Wachovia
      6593
              
              
              -
              
              
              
              20,896.54Wachovia
      7735
              
              
              -
              
              
              
              12,150.00Wachovia
      8904
              
              
              114.12
              
              
              
              -Total
      Checking/Savings
              
              
              401,723.76
              
              
              
              72,693.20Other
      Current AssetsLoan
      receivable
              
              
              727,364.79
              
              
              
              -Total
      Other Current Assets
              
              
              727,364.79
              
              
              
              -Total
      Current Assets
              
              
              1,129,088.55
              
              
              
              72,693.20TOTAL
      ASSETS
              
              
              1,129,088.55
              
              
              
              72,693.20LIABILITIES
      & EQUITYLiabilitiesCurrent
      LiabilitiesAccounts
      Payable2000
      · Accounts Payable
              
              
              2,591,676.57
              
              
              
              -25.00Total
      Accounts Payable
              
              
              2,591,676.57
              
              
              
              -25.00Credit
      CardsAmerican
      Express
              
              
              -
              
              
              
              10,635.65Total
      Credit Cards
              
              
              -
              
              
              
              10,635.65Other
      Current LiabilitiesDeferred
      Revenue
              
              
              170,656.20
              
              
              
              246,000.00Mercantile
      Bank (LOC)
              
              
              599,096.00
              
              
              
              -Total
      Other Current Liabilities
              
              
              769,752.20
              
              
              
              246,000.00Total
      Current Liabilities
              
              
              3,361,428.77
              
              
              
              256,610.65Long
      Term LiabilitiesAccrued
      fees
              
              
              357,500.00
              
              
              
              287,500.00Accrued
      interest
              
              
              -
              
              
              
              6,489.19Loan
      Payable
              
              
              1,073,062.68
              
              
              
              561,927.89Total
      Long Term Liabilities
              
              
              1,430,562.68
              
              
              
              855,917.08
  Total
      Liabilities
            
            
            4,791,991.45
            
            
            
            1,112,527.73Equity1110
      · Retained Earnings
            
            
            -4,669,768.48
            
            
            
            -3,290,587.451520
      · Capital Stock
            
            
            2,916,997.00
            
            
            
            3,006,986.51Net
      Income
            
            
            -1,910,131.42
            
            
            
            -756,233.59Total
      Equity
            
            
            -3,662,902.90
            
            
            
            -1,039,834.53TOTAL
      LIABILITIES & EQUITY
            
            
            1,129,088.55
            
            
            
            72,693.20


3


Millennium
Group Worldwide Incorporated


Condensed
Consolidated Profit and Loss


(Unaudited)








Jul
      – Sep 09
              
              
              Jul
      – Sep 08Ordinary
      Income/ExpenseIncomeRevenue
              
              
              0.014060 ·
      Construction
              
              
              22,914.00
              
              
              
              -Total
      Income
              
              
              22,914.01
              
              
              
              -Gross
      Profit
              
              
              22,914.01
              
              
              
              -ExpenseAdministrative
              
              
              -
              
              
              
              60,000.00Building
      Maintenance
              
              
              -
              
              
              
              72.74Medical
      Expense
              
              
              62.89
              
              
              
              1,522.04Rental
      Space
              
              
              110.00
              
              
              
              3156110 ·
      Automobile Expense
              
              
              63.60
              
              
              
              15,110.506120 · Bank
      Service Charges
              
              
              131.00
              
              
              
              165.816140 –
      Contributions
              
              
              
              
              
              
              550.006160 · Dues and
      Subscriptions
              
              
              -
              
              
              
              -6180 ·
      Insurance
              
              
              -
              
              
              
              -Auto
              
              
              -
              
              
              
              5,129.546180 ·
      Insurance - Other
              
              
              -
              
              
              
              635.62Total
      6180 · Insurance
              
              
              -
              
              
              
              5,765.166200 · Interest
      Expense
              
              
              
              
              
              
              -6220 · Loan
      Interest
              
              
              12184.06
              
              
              
              3563.646230 · Licenses
      and permits
              
              
              -
              
              
              
              720.006240 –
      Miscellaneous
              
              
              13,050.00
              
              
              
              06250 · Postage
      and Delivery
              
              
              -
              
              
              
              433.726260 · Printing
      and Reproduction
              
              
              -
              
              
              
              -1.816270 ·
      Professional FeesConstruction
              
              
              244,845.13
              
              
              
              -Consulting
              
              
              221,222.36
              
              
              
              30,731.86CPE
      Classes
              
              
              -
              
              
              
              6,917.586650 ·
      Accounting
              
              
              -
              
              
              
              5,750.006270 ·
      Professional Fees - Other
              
              
              908,563.79
              
              
              
              45,313.006280 –
      Legal Fees
              
              
              86,680.00
              
              
              
              1,000.00Total
      6270 · Professional Fees
              
              
              1,461,311.28
              
              
              
              89,712.446290 ·
      Rent
              
              
              17,000.00
              
              
              
              11,155.526300 ·
      Repairs6310 ·
      Building Repairs
              
              
              -
              
              
              
              107.716320 ·
      Computer Repairs
              
              
              40.30
              
              
              
              44.99
  4
  6330 ·
      Equipment Repairs
              
              
              -
              
              
              
              -6300 ·
      Other
              
              
              -
              
              
              
              910.00Total
      6300 · Repairs
              
              
              40.30
              
              
              
              1,062.706340 ·
      TelephoneInternet
              
              
              171.80
              
              
              
              716.526340 ·
      Telephone - Other
              
              
              467.92
              
              
              
              11,189.42Total
      6340 · Telephone
              
              
              639.72
              
              
              
              11,905.946347 ·
      FuelGasoline
              
              
              494.40
              
              
              
              5,679.60Total
      6347 · Fuel
              
              
              494.40
              
              
              
              5,679.606350 · Travel
      & Ent6360 ·
      Entertainment
              
              
              296.74
              
              
              
              106.286370 ·
      Meals
              
              
              3,321.14
              
              
              
              4,654.826380 ·
      Travel
              
              
              46,809.41
              
              
              
              56,238.696381 ·
      Lodging
              
              
              -
              
              
              
              5,086.196350 ·
      Travel & Ent - Other
              
              
              29,752.76
              
              
              
              36,874.31Total
      6350 · Travel & Ent
              
              
              80,180.05
              
              
              
              102,960.296390 ·
      Utilities6400 ·
      Gas and Electric
              
              
              -
              
              
              
              2,439.166410 ·
      Water
              
              
              -
              
              
              
              456.20Total
      6390 · Utilities
              
              
              -
              
              
              
              2,895.366490 ·
      Landscaping
              
              
              -
              
              
              
              1,600.006520 –
      Job Materials
              
              
              -
              
              
              
              1,080.006550 ·
      Office Supplies
              
              
              -
              
              
              
              1,751.636750 ·
      Subcontractors
              
              
              -
              
              
              
              12,220.00Total
      Expense
              
              
              1,585,267.30
              
              
              
              330,240.28Net
      Ordinary Income
              
              
              -1,562,353.29
              
              
              
              -330,240.28Other
      Income/ExpenseOther
      Income7010 · Interest
      Income
              
              
              .02
              
              
              
              -Total
      Other Income
              
              
              .02
              
              
              
              -Other
      Expense8010 · Other
      Expenses
              
              
              650.00
              
              
              
              -Total
      Other Expenses
              
              
              650.00
              
              
              
              -Other
      ExpenseNet
      Other Income
              
              
              -649.98
              
              
              
              --1,563,003.27
              
              
              
              -330,240.28


5




Millennium
Group Worldwide Incorporated


Condensed
Consolidated Cash Flows


(Unaudited)








Jul
      – Sep 09
            
            
            Jul
      – Sep 08OPERATING
      ACTIVITIESNet
      Income
            
            
            ---1,563,003.27
            
            
            
            -330,240.28Adjustments
      to reconcile Net Incometo
      net cash provided by operations:Loan
      receivable
            
            
            -587,364.792000
      – Accounts Payable
            
            
            2,143,257.31American
      Express
            
            
            -11,555.96
            
            
            
            -24,695.95Deferred
      Revenue
            
            
            -22,914.00Net
      cash provided by Operating Activities
            
            
            -41,581.71
            
            
            
            -354,936.23FINANCING
      ACTIVITIESAccrued
      fees
            
            
            -6,489.19
            
            
            
            65,000.00Loan
      Payable
            
            
            46,938.93
            
            
            
            72,570.001520-
      Capital Stock
            
            
            
            
            
            
            25,474.37Net
      cash provided by Financing Activities
            
            
            40,449.74
            
            
            
            163,044.37Net
      cash increase for period
            
            
            -1,130.97
            
            
            
            -191,891.86Cash
      at beginning of period
            
            
            402,854.73
            
            
            
            264,585.06Cash
      at end of period
            
            
            401,723.76
            
            
            
            72,693.20


6


MILLENNIUM
GROUP WORLDWIDE INCORPORATED


A
DEVELOPMENT STAGE COMPANY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)






Note 1-Consolidated Financial
Statements


The
unaudited consolidated financial statements include the accounts of Millennium
Group Worldwide Incorporated (the “Company”). All significant intercompany
balances and transactions have been eliminated. The consolidated financial
statements at September 30, 2009, and for the three months ended September 30,
2009 and 2008, are unaudited and reflect all adjustments of a normal recurring
nature, except as otherwise disclosed herein, which are, in the opinion of
management, necessary for a fair presentation, in all material respects, of the
financial position and operating results for the interim periods.





The
consolidated financial statements contained herein should be read in conjunction
with the consolidated financial statements and notes thereto, together with
management’s discussion and analysis of financial condition and results of
operations, contained in the Company’s report for the fiscal year ended
December 31, 2008.





Note
2 – Summary of Significant Accounting Policies





Development
Stage Company:





The
Company has had no substantial revenues and its activities, consisting of
instituting its business plan, are accounted for as those of a “Development
Stage Company”.





Basis of
Presentation:





The
interim financial information is unaudited, but reflects, in the opinion of
management, a fair statement of the results for the interim periods presented.
These financial statements and accompanying notes should be read in conjunction
with the Company’s annual financial statements and the notes thereto for the
fiscal year ended December 31, 2008.





Use of
Estimates:





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.





Revenue
Recognition:





The
Company only expects to have two types of revenue:





1.
            Services
      Rendered - Revenue from product installation and services like drawings,
      project planning, etc., are recognized as services provided and the
      revenue is recorded as the related cost of the services;


2.
            Sale
      of Products - When either the products being manufactured for, or
      purchased and resold to, the customer for the job or services being
      delivered.





At times,
a good faith deposit is given to the Company in advance of any work being done
for a customer and those funds appear in the Company’s bank account prior to
services being rendered or products being sold. Those funds will be recorded on
the Company financial statements on the balance sheet as deferred
revenue.





The
Company recognizes revenue based on the Company’s Revenue Recognition Policiesas filed with the Company’s cover letter to the Pre-Effective Amendment
No. 11.




7





Deferred
Taxes:





On
December 31, 2008, the Company had an operating loss carried forward, totaling
approximately $4,656,777, that may offset future taxable income. Accrued fees
and interest to shareholders are not deductible for tax purposes until they have
been paid. The measurement of deferred taxes is based on provisions of enacted
income tax law. Management does not have evidence to indicate the future period
when the carry forwards will be offset by future income. Since future taxable
income cannot be determined, a full valuation allowance has been
provided.





NOTE
3 – Going Concern:





The
Company incurred net losses from operations of $5,016,296.76 from March 2002
(inception) through September 30, 2009. As of September 30, 2009, the Company’s
total liabilities exceeded its total assets. The Company’s recurring losses
since its inception raise substantial doubt about its ability to continue as a
going concern. The Company believes the current level of working capital will
not be sufficient to fund its operations until it expects to start generating
positive income from operations. Therefore, the Company anticipates raising
capital through the issuance of new equity.





NOTE
4 - Related Party Transaction:





Debt
Retirement:





On August
2, 2007, the Company retired a significant portion of the related party
long-term debt. Long-term debt, of $ 2,915,997, was exchanged for 6,249,000
shares of common stock. Since the value of the debt was more clearly evident,
valuation was determined using the value of the debt. Each individual received
their respective percentage of the 6,249,000 shares. There was no gain or loss
on the exchange.





Note
5 - Deferred Revenue:





Deferred
revenue is recorded when payments are received in advance of performing our
service obligations and is recognized over the service period. Current deferred
revenue is included in deferred revenue in current liabilities on our balance
sheets. Current deferred revenue was $170,656.20 on September 30,
2009.





Note
6 – Line of Credit:





On March
5, 2009 the Company received a $600,000 Line of Credit from Mercantile
Bank.  The LOC maturity date is March 5, 2010.





Note
7 – Loans Receivable:





The
Company has loaned $140,000 to a Joint Venture, hereafter “MGW-BC”, located in
the BAS Congo Province of the Democratic Republic of Congo, hereafter
“DRC”.  MGW-BC will serve as a development arm of the BAS Congo
Province of the DRC.





Item 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





Forward-Looking
Statements





This Form
10-Q contains "forward-looking statements" relating to Millennium Group
Worldwide Incorporated (the "Company") which represent the Company's current
expectations or beliefs including, but not limited to, statements concerning the
Company's operations, performance, financial condition and
growth.  For this purpose, any statements contained in this Form 10-Q
that are not statements of historical fact are forward-looking
statements.  Without limiting the generality of the foregoing, words
such as "may", "anticipate", "intend", "could", "estimate" or "continue" or the
negative or other comparable terminology are intended to identify
forward-looking statements.  These statements by their nature involve
substantial risks and uncertainties, such as credit losses, dependence on
management and key personnel, variability of quarterly results, and the ability
of the Company to continue its growth strategy and the Company’s competition,
certain of which are beyond the Company's control.  Should one or more
of these risks or uncertainties materialize or should the underlying assumptions
prove incorrect, or any of the other risks set out under the caption “Risk
Factors” in our Prospectus, as declared effective January 2, 2009, occur, actual
outcomes and results could differ materially from those indicated in the
forward-looking statements.





8





Any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events.  New factors emerge from time to time and it is not possible
for management to predict all of such factors, nor can it assess the impact of
each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.





General





The
following discussion and analysis should be read in conjunction with the
condensed consolidated financial statements, and the notes thereto, included
herein.  The information contained below includes statements of the
Company's or management's beliefs, expectations, hopes, goals and plans that, if
not historical, are forward-looking statements subject to certain risks and
uncertainties that could cause actual results to differ materially from those
anticipated in the forward-looking statements.  For a discussion of
forward-looking statements, see the information set forth in the Introductory
Note to this Quarterly Report under the caption "Forward Looking Statements"
which information is incorporated herein by reference.





The
condensed consolidated interim financial statements included herein have been
prepared, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission.  The condensed consolidated financial
statements and notes are presented as permitted on Form 10-Q and do not contain
information included in the Company’s annual consolidated statements and
notes.  Certain information and footnote disclosers normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosers are adequate to make the information presented not
misleading.  The results for the nine months ended September 2009 may
not be indicative of the results for the entire year.





These
statements reflect all adjustments, consisting of normal recurring adjustments,
which in the opinion of management, are necessary for fair presentation of the
information contained herein.




Plan
of Operation and Discussion of Operations





The goal
of the Company is to create a network of businesses and services focused on and
directed to, empowering of minorities in the United States, natives of
Sub-Sahara Africa and certain Caribbean countries. The Company's activities
continue to be primarily organizational and developmental in nature and as a
“developmental stage” company, a significant amount of time is devoted to
developing business relationships while identifying and evaluating potential
projects, investment targets and the raising of capital.





The
Company’s net loss for the third quarter of 2009 was $1,563,003.27 as compared
to a $330,240.28 net loss for the same period last year,a 373.29 %
increase.  The increase in losses can be attributed to an increase in
the amount of debt resulting from consultants that had done work for the Company
but had not billed for their work and categorization of loans not previously
booked as debt to affiliates. The Company continued to show a reduction in
operational expenses.  The reduction in operational expenses was
primarily due to a reduction in travel expenses from $102,960.29 in 2008 verse
$80,180.05 in the third quarter of 2009, a 22.13 % reduction.





Total
Income for the 3rd
quarter was $22,914.01.  The total income from January 1 – September
30, 2009 was $68,742.01. Total income as of September 30, 2008 was
$12,000.00.





Total
Interest Expense for the 3rd
quarter was $12,184.06.  The total interest expense from January 1 –
September 30, 2009 was $73,438.78. The interest expense as of September 30, 2008
was $18,687.24.





9





Total
Professional Fees for the 3rd
quarter was $1,461,311.28.  The total professional fees from January 1
– September 30, 2009 was $1,640,699.21. The professional fees as of September
30, 2008 were $164,973.43.





Total
Travel & Entertainment Expense for the 3rd
quarter was $80,180.05.  The total travel & entertainment expense
from January 1 – September 30, 2009 $165,715.88. The travel & entertainment
expense as of September 30, 2008 was $213,822.52.





Total
Expenses for the 3rd
quarter was $1,585,267.30.  The total expenses from January 1 –
September 30, 2009 was $1,978,260.52. The total expenses at September 30, 2008
was $768,233.59.





Net
Income for the 3rd
quarter was <$1,563,003.27>.  The net income from January 1 –
September 30, 2009 was <$1,910,131.42>. The net income as of September 30,
2008 was <756,233.59>.





Total
Checking / Saving balance at September 30, 2009 was $401,723.76 as compared to
$72,693.20 on September 30, 2008.  This is a 452.6%
improvement.





Total
Loans Receivable at September 30, 2009 was $727,364.79 as compared to - 0 – at
September 30, 2008.





Total
Assets at September 30, 2009 was $1,129,088.55 as compared to $72,693.20 on
September 30, 2008.  This is a 1,453.2% improvement.





Total
Accounts Payable at September 30, 2009 was $2,591,676.57 as compared to
<$25.00> at September 30, 2008.  This was a 10,366,806.3%
increase.





Total
Credit Card Liabilities at September 30, 2009 was – 0 – as compared to
$10,635.65 on September 30, 2008.  This was a 100% reduction in this
liability.





Other
Current Liabilities at September 30, 2009 was $769,752.20 as compared to
$246,000.00 on September 30, 2008.  This was a 212.9% increase in
liabilities.





Total
Current Liabilities at September 30, 2009 was $3,361,428.77 as compared to
$256,610.65 on September 30, 2008.  This was a 1,209.9% increase in
liabilities.





Accrued
Fees at September 30, 2009 were $357,500.00 as compared to $287,500.00 as of
September 30, 2008.  This was a 24.4% increase in
accrues.





Loan
Payables at September 30, 2009 were $1,073,062.68 as compared to $561,927.89 as
of September 30, 2008.  This is a 91.6% increase in loans
payable.





Total
Long Term Liabilities as of September 30, 2009 were $1,430,562.68 as compared to
$855,917.08 as of September 30, 2008.  This is a 67.1% increase in
long term liabilities.





Total
Liabilities at September 30, 2009 were $4,791,991.45 as compared to
$1,112,527.73 as of September 30, 2008.  This was a 330.7% increase in
total liabilities.





Total
Retained Earnings as of September 30, 2009 were <$4,669,768.48> as
compared to <$3,290,587.45> on September 30, 2008.  This was
a<41.9%> change in retained earnings.





Net
Income as of September 30, 2009 was <$1,910,131.42> as compared to
<756,233.59> as of September 30, 2008.  This was a
<152.6%> change.





Total
Equity as of September 30, 2009 was <$3,662,902.90> as compared to
<$1,039,834.53> on September 30, 2008.  This is a <252.3%>
change in equity.





Total
Liabilities & Equity as of September 30, 2009 was $1,129,088.55 as compared
to $72,693.20 on September 30, 2008.  This is a 1,453.2% change in
total liabilities & equity





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Item
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





The
twenty-two risk factors that may cause loss of investment listed in the
prospectus still apply.





Item 4.
CONTROLS AND PROCEDURES





Our
management, under the supervision of and with the participation of the Chief
Executive Officer and Chief Financial Officer, performed an evaluation of the
effectiveness of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
(the “Exchange Act”)) as of the end of the period covered by this report,
September 30, 2009.





Evaluation
of Disclosure Controls and Procedures:





The
Company’s Chief Executive Officer and Chief Financial Officer (hereafter
“management”) carried out an evaluation of the effectiveness of the Company’s
disclosure controls and procedures as of September 30, 2009. Based upon that
evaluation, in light of the issue(s) referenced below in Management’s Annual
Report on Internal Control over Financial Reporting, the Company’s Chief
Executive Officer and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures were not effective to ensure that information
required to be disclosed by the Company in reports that the Company files or
submits under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) is recorded, processed, summarized and reported, within the
time periods specified in the rules and forms of the Securities and Exchange
Commission.





Management’s
Annual Report On Internal Control Over Financial Reporting:





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934, as amended) for the Company.





Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of September 30, 2009.  In performing this assessment,
management has identified the following material weakness:





Absence
of adequate segregation of duties relating to oversight and management of our
systems


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This
resulted primarily from the fact that, due to our limited resources, we have
only two employees.  As a result, we did not maintain adequate
segregation of duties within our critical financial reporting applications, the
related modules and financial reporting processes. This material weakness could
result in a misstatement of our financial statements or related disclosures in
our interim or annual consolidated financial statements that would not be
prevented or detected. Accordingly, management has determined that this control
deficiency constitutes a material weakness.




As a
result of this material weakness in our internal control over financial
reporting, our management concluded that our internal control over financial
reporting, as of September 30, 2009, may not be effective. A material weakness
in internal control over financial reporting is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the company’s annual
or interim financial statements will not be prevented or detected on a timely
basis.





This quarterly
report does not include an attestation report of the Company’s registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in
this quarterly report.





Changes
in Internal Control Over Financial Reporting:





There has
not been any change in the Company’s internal control over financial reporting
in connection with the evaluation required by Rule 13a-15(d) under the Exchange
Act that occurred during the quarter ended September 30, 2009 that has
materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting. The material weakness in our internal
control over financial reporting described above for the quarter ended September
30, 2009 (absence of adequate segregation of duties) will be in the process of
being remedied when the Company is able to increase the staff along with
revising policies and procedures.





PART II — OTHER
INFORMATION





Item 1. LEGAL
PROCEEDINGS





We are
not currently a party to any legal proceedings, the adverse outcome of which,
individually or in the aggregate, we believe would be likely to have a material
adverse effect on our financial condition or results of operations.





Item 1A. RISK
FACTORS





There
have been no material changes to the risk factors disclosed in the Company’s
Prospectus as filed and declared effective on January 2, 2009. Additional risks
and uncertainties, including risks and uncertainties not presently known to us,
or that we currently deem immaterial, could also have an adverse effect on our
business, financial condition and/or results of operations.





Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None.





Item 3. DEFAULTS UPON SENIOR
SECURITIES





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None.





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





None.





Item 5. OTHER
INFORMATION





None.





Item 6.
EXHIBITS


Exhibit
      No.
            
            Exhibit31.1
            
            Certification
      of Principal Executive Officer of the Company required by Rule 13a-14(a)
      under the Securities Exchange Act of 1934, as amended31.2
            
            Certification
      of Chief Financial Officer of the Company required by Rule 13a-14(a) under
      the Securities Exchange Act of 1934, as amended32.1
            
            Certification
      of Principal Executive Officer of the Company required by Rule 13a-14(b)
      under the Securities Exchange Act of 1934, as amended32.2
            
            Certification
      of Principal Financial Officer of the Company required by Rule 13a-14(b)
      under the Securities Exchange Act of 1934, as
  amended








SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Date:  November
      13, 2009
            
            MILLENNIUM
      GROUP WORLDWIDE INCORPORATED/s/Gordon G.
      MurdockGordon
      G. Murdock,
              Chief
      Executive Officer, Chairman of the Board, (Principal Executive
      Officer)


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