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 March 31, 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
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)2825 N Tenth
      Street
            
            (904) 808-0480St. Augustine, Florida
      32084
            
            (Registrant’s
      telephone number,(Address
      of principal executive offices,
            
            including
      area code)including
      zip code)







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 þ No o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).  Yes o No 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
                    Non-accelerated
      filer
                    oAccelerated
      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





As of
March 31, 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
            
            PageConsolidated Balance Sheets as of March 31,
      2009
            
            1Consolidated Balance Sheets as of December
      31,2008
            
            7Consolidated Statements of Operations for the three months
      ended March 31, 2009
            
            2Consolidated Statements of Operations for the three months
      ended December 31, 2008
            
            8Consolidated Statements of Cash Flows for the three months
      ended March 31, 2009
            
            3Consolidated Statements of Cash Flows for the three months
      endedDecember 31, 2008
            
            9Notes
      to Consolidated Financial Statements 2009
            
            10Notes
      to Consolidated Financial Statements 2008
            
            4Item
      2.
            Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
            
            13Item
      3.
            Quantitative and Qualitative Disclosures About Market
      Risk
            
            16Item
      4.
            Controls and Procedures
            
            16PART II
      — OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            
            18Item
      1A.
            Risk
      Factors
            
            18Item 2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            
            18Item
      3.
            Defaults Upon Senior Securities
            
            18Item
      4.
            Submission of Matters to a Vote of Security
    Holders
            
            18Item
      5.
            Other
      Information
            
            18Item
      6.
            Exhibits
            
            18SignatureExhibit Index 1
            
            19EX-
      31.1EX-
      31.2EX-
      32.1EX-
      32.2




2
  Item 1 Financial Statements:





Millennium
Group Worldwide Incorporated


(Development
Stage Company)


Balance Sheets


As
of March 31, 2009





ASSETS
                
                2009CURRENT
      ASSETSCash
                
                $
                447,499.94Other
      Current AssetsLoan
      Receivable
                
                
                105,000.00TOTAL
      ASSETS
                
                $
                552,499.94CURRENT
      LIABILITIESAccounts
      Payable
                
                $
                692,762.60American
      Express
                
                
                8,479.87Deferred
      Revenue
                
                
                216,484.20Mercantile
      Bank (LOC)
                
                
                599,096.00Total
      Other Current Liabilities
                
                
                815,580.20TOTAL
      CURRENT LIABILITIES
                
                
                1,516,822.67LONG-TERM
      LIABILITIESAccrued
      Fees
                
                
                357,500.00Accrued
      Interest
                
                
                6,675.09Loan
      Payable
                
                
                796,177.29TOTAL
      LONG-TERM LIABILITIES
                
                
                1,160,352.38TOTAL
      LIABILITIES
                
                
                2,677,175.05EquityRetained
      Earnings
                
                
                -4,656,917.51Capital
      Stock
                
                
                2,916,997.00Net
      Income
                
                
                -384,754.60Total
      Equity
                
                
                -2,124,675.11TOTAL
      LIABILITIES & EQUITY
                
                
                552,499.94







1





Millennium
Group Worldwide Incorporated


(Development
Stage Company)


Statements of Operations


January
thru March 2009








REVENUE:
                                  
                                  31-March-09IncomeConstruction
                                  
                                  
                                  22,914.00GROSS
      PROFIT
                                  
                                  
                                  22,914.00GENERAL
      AND ADMINISTRATIVE EXPENSES:Medical
      Expense
                                  
                                  
                                  1,169.28Rental
      Space
                                  
                                  
                                  6,935.24Automotive
                                  
                                  
                                  6,130.45Bank
      Service Charges
                                  
                                  
                                  5,400.00Dues
      & Subscriptions
                                  
                                  
                                  995.00Interest
      Expense
                                  
                                  
                                  52,707.00Postage
      & Delivery
                                  
                                  
                                  457.92Printing
      & Reproduction
                                  
                                  
                                  469.11Professional
      Fees
                                  
                                  
                                  183,326.45Rents
                                  
                                  
                                  2,500.00Repairs
                                  
                                  
                                  673.52Telephone
                                  
                                  
                                  8363.78Fuel
                                  
                                  
                                  6,175.99Travel
      & Ent
                                  
                                  
                                  115,396.79Utilities
                                  
                                  
                                  205.45Landscaping
                                  
                                  
                                  108.47Office
      Supplies
                                  
                                  
                                  854.15Subcontractors
                                  
                                  
                                  15,800.00TOTAL
      EXPENSE
                                  
                                  
                                  407,668.60Net
      Ordinary Income
                                  
                                  
                                  -384,754.60NET
      INCOME
                                  
                                  
                                  -384,754.60





2




Millennium
Group Worldwide Incorporated


(Development
Stage Company)


Statements of Cash Flows


As
of March 31, 2009





Jan
      – March 09OPERATING
      ACTIVITIESNet
      Income
                
                
                -384,754.60Adjustments
      to reconcile Net Income to net cash provided by
operations:Accounts
      Receivable
                
                
                410,000.00Loan
      Receivable
                
                
                -105,000.00Accounts
      Payable
                
                
                -166,003.55American
      Express
                
                
                1,409.86Deferred
      Revenue
                
                
                -22,914.00Mercantile
      Bank (LOC)
                
                
                599,096.00Net
      Cash Provided by Operating Activities
                
                
                331,833.71FINANCING
      ACTIVITIESAccrued
      Fees
                
                
                2,500.00Accrued
      Interest
                
                
                36.87Loan
      Payable
                
                
                74,458.37Net
      Cash Provided by Financing Activities
                
                
                76,995.24Net
      Cash Increase for Period
                
                
                408,828.95Cash
      at Beginning of Period
                
                
                38,670.99Cash
      at End of Period
                
                
                447,499.94







3




MILLENNIUM
GROUP WORLDWIDE INCORPORATED


A
DEVELOPMENT STAGE COMPANY


NOTES TOCONSOLIDATED 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 March 31, 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, and as filed in the prospectus.





Note
2 – Summary of Significant Accounting Policies





Development
Stage Enterprise:





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 Enterprise”.





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 effect 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:





We
recognize revenue from services rendered when the following four recognition
criteria are met:





1.
            Persuasive
      evidence of an arrangement exists


2.
            Services
      have been rendered


3.
            The
      selling price is fixed or
determinable


4.
            Collectability
      is reasonably assured


4


Additionally,
revenue arrangements with multiple services are divided into separate units of
accounting if the services in the arrangement meet the following
criteria:





1.
            The
      delivered item has value to the customer on a standalone
    basis


2.
            There
      is objective and reliable evidence of the fair value of the undelivered
      item


3.
            Performance
      of the undelivered item is probable and within the Company
      control





The
Company has only 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 are recorded on the
Company financial statements on the balance sheet as deferred
revenue.





Given the
forgoing, the Company has recognized both forms of revenue, product and service
sales, in 2008. These revenues are for the contracts:





·
            J.P.
      Morgan Chase (Marketing Agreement) signed in the 1st
      quarter of 2008.


·
            Catoca
      Mining (Fuel Distribution and Fire Protection contract) signed in the 1st
      quarter of 2008 with deferred revenue appearing in the 3rd
      quarter of 2008.





The
Catoca Mining contract is broken up into specific separate projects based on
measurable, distinct elements.  Period invoicing and thus revenue
recognition entails calculating the percentage completed of each major element
multiplied by the value assigned to that element from the schedule of values as
defined in the contract. The period invoicing is subtracted from the total
invoicing for the project to date costs and revenues. The result is the amount
of billing and revenue to the client for that period. Any excess costs are
accounted for as “Costs in excess of billings” while excess billings are
accounted for as “Billings in excess of costs”. As estimated costs are revised
upward or downward, the period in which the revenue is recognized will be
adjusted accordingly for the revised costs. When current estimates of current
revenue and contract costs indicate a loss, a provision for the entire loss on
the contract will be made.





Deferred
Taxes:





On March
31, 2009, the Company had an operating loss carry forward, totaling
approximately $4,700,000, that may offset future taxable income. Accrued fees
and interest to shareholders are not deductible for tax purposes until 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 $4,656,917.51, from March 2002
(inception) through March 31, 2009. As of March 31, 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 and loans.





5




NOTE
4 - Related Party Transaction:





Loans
Payable to Stockholders:





Interest
is accruing at 7%. The loans are payable upon the consummation of an initial
public offering. If the Company does not consummate an initial public offering,
the loans will be forgiven. However, the interest on a loan from a director of
$27,500.00, the principal of which has been repaid, carries an interest rate of
18% per annum, which will not be forgiven if there is no public
offering.  An existing shareholder loaned the Company, from March 2,
2002 (inception) to August 2, 2007, $200,000. After August 2, 2007 (see Note 5),
the shareholder loaned the Company $186,299.





Administrative
Fees:





The
Company agreed to accrue administrative fees to two Founding Stockholders, of
$7,500 each per month, for general administrative services from March 25, 2002
through December 31, 2003, and $10,000 each per month from January 1, 2004
through the effective date of the initial public offering. If there is no
initial public offering, the deferred fees will be forgiven.





Classification:





Because
of the uncertainty of the timing of the initial public offering, those items
have been classified as long term liabilities.





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 $216,484.20 at March 312,
2009.





Catoca
Mining provided the Company with an advance of $246,000 for start monies for
it’s contract with Millennium Group Worldwide Incorporated.  The
company agreed to install fire protection systems and fuel distribution systems
for Catoca.  Shipments of equipment begin August 31, 2008 and
construction will be completed by December 31, 2009.











6




Millennium
Group Worldwide Incorporated


(Development
Stage Company)


Balance Sheets


As
of December 31, 2008








ASSETS
                                        
                                        2008CURRENT
      ASSETSCash
                                        
                                        $
                                        38,670.99Accounts
      Receivable
                                        
                                        
                                        410,000.00TOTAL
      ASSETS
                                        
                                        
                                        448,670.99CURRENT
      LIABILITIESAccounts
      Payable
                                        
                                        $
                                        858,766.15American
      Express
                                        
                                        
                                        7,070.01Deferred
      Revenue
                                        
                                        
                                        239,398.20Total
      Other Current Liabilities
                                        
                                        
                                        239,398.20TOTAL
      CURRENT LIABILITIES
                                        
                                        
                                        1,105,234.36LONG-TERM
      LIABILITIESAccrued
      Fees
                                        
                                        
                                        355,000.00Accrued
      Interest
                                        
                                        
                                        6,638.22Loan
      Payanle
                                        
                                        
                                        721,718.92TOTAL
      LONG-TERM LIABILITIES
                                        
                                        
                                        1,083,357.14TOTAL
      LIABILITIES
                                        
                                        
                                        2,188,591.50EquityRetained
      Earnings
                                        
                                        
                                        -3,290,587.45Capital
      Stock
                                        
                                        
                                        2,916,997.00Net
      Income
                                        
                                        
                                        -1,366,330.06Total
      Equity
                                        
                                        
                                        -1,739,920.51TOTAL
      LIABILITIES & EQUITY
                                        
                                        
                                        448,670.99





7




Millennium
Group Worldwide Incorporated.


(Development
Stage Company)


Statements of Operations


January
thru December 2008





REVENUE:
                        
                        31-Dec-08IncomeMarketing
                        
                        
                        12,000.00Construction
      Income
                        
                        
                        1,076,844.00Reimbursed
      Expenses
                        
                        
                        736.69Total
      Income
                        
                        
                        1,089,580.69COGS
                        
                        
                        76,620.00GROSS
      PROFIT
                        
                        
                        1,012,960.69GENERAL
      AND ADMINISTRATIVE EXPENSES:Administrative
                        
                        
                        240,000.00Building
      Maintenance
                        
                        
                        290.96Medical
      Expense
                        
                        
                        7,100.07Rental
      Space
                        
                        
                        2,331.77Building
      Supplies
                        
                        
                        194.92Automotive
                        
                        
                        78,110.24Bank
      Service Charges
                        
                        
                        784.81Contributions
                        
                        
                        1,330.97Dues
      & Subscriptions
                        
                        
                        4,285.86Interest
      Expense
                        
                        
                        23,770.09Licenses
      & Permits
                        
                        
                        1,048.00Misc
                        
                        
                        (92.00
                        )Postage
      & Delivery
                        
                        
                        1,869.49Printing
      & Reproduction
                        
                        
                        862.01Professional
      Fees
                        
                        
                        1,386,374.96Rents
                        
                        
                        24,363.28Repairs
                        
                        
                        8,737.66Telephone
                        
                        
                        50,721.20Fuel
                        
                        
                        22,900.79Travel
      & Ent
                        
                        
                        396,964.68Utilities
                        
                        
                        12,190.64Landscaping
                        
                        
                        4,690.00Job
      Materials
                        
                        
                        43,142.92Office
      Supplies
                        
                        
                        6,428.34Subcontractors
                        
                        
                        60,889.09TOTAL
      EXPENSE
                        
                        
                        2,379,290.75Net
      Ordinary Income
                        
                        
                        -1,366,330.06NET
      INCOME
                        
                        
                        -1,366,330.06


8




Millennium
Group Worldwide Incorporated.


(Development
Stage Company)


Statements of Cash Flows


As
of December 31, 2008





Jan
      – Dec 08OPERATING
      ACTIVITIESNet
      Income
                
                
                -1,366,330.06Adjustments
      to reconcile Net Income to net cash provided by
operations:Accounts
      Receivable
                
                
                -410,000.00Accounts
      Payable
                
                
                858,791.15American
      Express
                
                
                -30,645.40Deferred
      Revenue
                
                
                239,398.20Net
      Cash Provided by Operating Activities
                
                
                -708,786.11FINANCING
      ACTIVITIESAccrued
      Fees
                
                
                255,000.00Accrued
      Interest
                
                
                149.03Loan
      Payable
                
                
                484,444.03Net
      Cash Provided by Financing Activities
                
                
                739,593.06Net
      Cash Increase for Period
                
                
                30,806.95Cash
      at Beginning of Period
                
                
                7,864.04Cash
      at End of Period
                
                
                38,670.99





9


MILLENNIUM
GROUP WORLDWIDE INCORPORATED.


A
DEVELOPMENT STAGE COMPANY


NOTES TOCONSOLIDATED FINANCIAL STATEMENTS


(unaudited)


Note 1-Consolidated Financial
Statements





Millennium
Group Worldwide Incorporated., the company, was organized as a Florida
corporation on March 25, 2002.


All
significant intercompany balances and transactions have been eliminated. The
consolidated financial statements at December 31, 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, and as filed in the prospectus and declared effective on
January 2, 2009.





Note
2 – Summary of Significant Accounting Policies





Development
Stage Enterprise:





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 Enterprise”.





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 effect 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:





We
recognize revenue from services rendered when the following four recognition
criteria are met:





5.
            Persuasive
      evidence of an arrangement exists


6.
            Services
      have been rendered


7.
            The
      selling price is fixed or
determinable


8.
            Collectability
      is reasonably assured


10


Additionally,
revenue arrangements with multiple services are divided into separate units of
accounting if the services in the arrangement meet the following
criteria:





4.
            The
      delivered item has value to the customer on a standalone
    basis


5.
            There
      is objective and reliable evidence of the fair value of the undelivered
      item


6.
            Performance
      of the undelivered item is probable and within the Company
      control





The
Company has only two types of revenue:





3.
            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;


4.
            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 are recorded on the
Company financial statements on the balance sheet as deferred
revenue.





Given the
forgoing, the Company has recognized both forms of revenue, product and service
sales, in 2008. These revenues are for the contracts:





·
            J.P.
      Morgan Chase (Marketing Agreement) signed in the 1st
      quarter of 2008.


·
            Catoca
      Mining (Fuel Distribution and Fire Protection contract) signed in the 1st
      quarter of 2008 with deferred revenue appearing in the 3rd
      quarter of 2008.





The
Catoca Mining contract is broken up into specific separate projects based on
measurable, distinct elements.  Period invoicing and thus revenue
recognition entails calculating the percentage completed of each major element
multiplied by the value assigned to that element from the schedule of values as
defined in the contract. The period invoicing is subtracted from the total
invoicing for the project to date costs and revenues. The result is the amount
of billing and revenue to the client for that period. Any excess costs are
accounted for as “Costs in excess of billings” while excess billings are
accounted for as “Billings in excess of costs”. As estimated costs are revised
upward or downward, the period in which the revenue is recognized will be
adjusted accordingly for the revised costs. When current estimates of current
revenue and contract costs indicate a loss, a provision for the entire loss on
the contract will be made.





Deferred
Taxes:





On
December 31, 2008, the Company had an operating loss carry forward, totaling
approximately $3,300,000 that may offset future taxable income. Accrued fees and
interest to shareholders are not deductible for tax purposes until 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 $3,290,587 from March 2002
(inception) through December 31, 2008. As of December 31, 2008, 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 and loans.





11




NOTE
4 - Related Party Transaction:





Loans
Payable to Stockholders:





Interest
is accruing at 7%. The loans are payable upon the consummation of an initial
public offering. If the Company does not consummate an initial public offering,
the loans will be forgiven. However, the interest on a loan from a director of
$27,500.00, the principal of which has been repaid, carries an interest rate of
18% per annum, which will not be forgiven if there is no public
offering.  An existing shareholder loaned the Company, from March 2,
2002 (inception) to August 2, 2007, $200,000. After August 2, 2007 (see Note 5),
the shareholder loaned the Company $186,299.




Administrative
Fees:





The
Company agreed to accrue administrative fees to two Founding Stockholders, of
$7,500 each per month, for general administrative services from March 25, 2002
through December 31, 2003, and $10,000 each per month from January 1, 2004
through the effective date of the initial public offering. If there is no
initial public offering, the deferred fees will be forgiven.





Classification:





Because
of the uncertainty of the timing of the initial public offering, those items
have been classified as long term liabilities.





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 $239,398.20 at December 31,
2008.





Catoca
Mining provided the Company with an advance of $246,000 for start monies for its
contract with Millennium Group Worldwide Incorporated.  The company
agreed to install fire protection systems and fuel distribution systems for
Catoca.  Shipments of equipment began in August 31, 2008 and
construction will be completed by December 31, 2009.





12


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





The
following discussion should be read together with our financial statements and
related notes contained in this report and with the financial statements of
December 31, 2008 and related notes and Management’s Discussion & Analysis
in our filed prospectus as declared effective on January 2, 2009. Results
for the three months ended March 31, 2009, are not necessarily indicative
of results that may be attained in the future.





Forward-Looking
Statements





This
report contains forward-looking statements based on current expectations that
involve a number of risks and uncertainties. Generally, forward-looking
statements do not relate strictly to historical or current facts and may include
words or phrases such as “believes,” “will,” “expects,” “anticipates,”
“intends,” and words and phrases of similar impact. The forward-looking
statements are made pursuant to safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements in this report
include, but are not limited to, statements regarding future operations,
business strategy, business environment and key trends, as well as statements
related to expected financial and other benefits from our organizational
activities. Many of these factors will be important in determining our actual
future results. Any or all of the forward-looking statements in this report may
turn out to be incorrect. They may be based on inaccurate assumptions or may not
account for known or unknown risks and uncertainties. Consequently, no
forward-looking statement can be guaranteed. Actual future results may vary
materially from those expressed or implied in any forward-looking statements,
and our business, financial condition and results of operations could be
materially and adversely affected. In addition, we disclaim any obligation to
update any forward-looking statements after the date of this report, except as
required by law. All of the foregoing forward-looking statements are expressly
qualified by the risk factors discussed in our filings with the Securities and
Exchange Commission. Such factors include, but are not limited to, risks related
to the global financial crisis, lack of capital resources, restrictions and
other financial covenants in our credit facility, volatility and disruption of
the capital and credit markets, our stock sales efforts, consolidation in the
financial services industry, changes in the financial services industry,
material weaknesses in our internal control over financial reporting, our tax
positions, risks from operating internationally, increased competition, the
complexity and scope of our planed operations, governmental regulations and
industry standards, our compliance with privacy regulations, the protection of
our intellectual property, future acquisitions and investments and litigation.
The cautionary statements in this report expressly qualify all of our
forward-looking statements. Factors that could cause actual results to differ
from those expressed or implied in the forward-looking statements include, but
are not limited to, those discussed in the Company’s prospectus as filed and
declared effective on January 2, 2009 in the section entitled “RISK FACTORS THAT
MAY CAUSE LOSS OF INVESTMENT.”





Overview





The
Company is a "development stage" company now seeking development and expansion
capital in order to create a network of businesses and services focused on and
directed to minorities in the United States and natives of Sub-Sahara Africa and
certain Caribbean countries.





As the
Company had only been involved in organizational activities and researching
potential businesses, the Company has now, to date, entered into eleven (11)
executed contracts (and four (4) in the final stages of negotiations). The
Company’s financial situation to date is not reflective of what management
expects the Company’s financial situation to be after the successful completion
of all or a portion of this Offering. As the Company has only recently begun to
earn revenues, if the Offering is not consummated, there could be an adverse
material affect on the Company.  The Company has begun receiving
revenues from J.P. Morgan Chase relating to the marketing agreement the Company
has with J.P. Morgan Chase, described in the agreement filed as Exhibit 10.11 of
the previously filed Prospectus. This marketing agreement is being implemented
through public meetings being held in churches, schools, town halls and other
locations to inform people with mortgage problems of the potential for J.P.
Morgan Chase to help with their mortgage problem. In turn, J.P. Morgan Chase is
responsible for the intake process relating to the names provided by the Company
from these meetings, underwriting the loan applications for the intake process
and providing loans to those who can meet the bank’s established criteria. The
Company has received, to date, $12,000 for services rendered from J.P. Morgan
Chase and for the above mentioned activities.   In addition, the
Company received a deposit in the amount of $246,000 from Catoca Mining relating
to the Fuel Distribution and Fire Protection contract that was recently signed
for both products and services, to be supplied in the
future.




13




The
deposit was for mobilization, drawings, travel, materials and personnel
associated with the supply and installation of the fuel distribution and fire
suppression system as described in detail in the contract filed as Exhibit 10.17
of the previously filed Prospectus.  Billing against the deposit began
in July 2008. The Company recognizes revenue from services rendered when
the following four revenue recognition criteria are met: persuasive evidence of
an arrangement exists, services have been rendered, the selling price is fixed
or determinable, and collectability is reasonably assured. Additionally, revenue
arrangements with multiple services are divided into separate units of
accounting if the services in the arrangement meet the following criteria: the
service has value to the customer on a standalone basis; there is objective and
reliable evidence of the fair value of service; and performance of any service
is probable. Revenue was recognized in the third quarter and used to pay
for some of the services that had been delivered, leaving the Company with
approximately $91,656 in deferred revenue on December 31, 2008, and $68,742 on
March 31, 2009.





The
businesses and services the Company anticipates pursuing depend heavily on the
level of success of this Offering.  If only the minimum Offering is
achieved, the Company anticipates using such proceeds to execute the real estate
development projects in St. Augustine and Ft. Lauderdale, Florida. In such case,
the working capital costs will not exceed $163,000.00, with the maximum
investment on these projects of $2,000,000.00. Any proceeds would then be used
to move forward with expanding the Company’s network of businesses and services
as set out in the Company’s Prospectus, (See “The Company.”)  If the
maximum Offering is achieved, the Company plans to fully proceed with business
and projects as laid out under “The Company” described above.





Government
Regulations





Due to
the wide variety of different business sectors that the Company is
contemplating, there is an understanding by the management that there are many
different governmental regulations that will have to be followed. The following
are some of the type of regulations that the Company will have to operate under
in these different sectors:





~             The
Company will have to comply with regulations regarding the wholesale purchase of
vehicles in any state in which it has a physical presence.  Liability
insurance on the business property as well as on the fleet of cars owned by the
Company will have to be maintained.  If the dealership creates a body
shop, it will have to comply with Occupational Safety Health Administration.
(OSHA) regulations.




~             Regulations
regarding food services and processing will have to be met by our coffee
roasting business. Before the Company can roast or sell coffee beans and
products, it must meet both the Federal Food and Drug Administration guidelines
for making food products available to the public for consumption, as well as
meet  guidelines of the Florida Health Department, including
continuing inspections.  The Company must also meet the Occupational
Safety and Health Administration guidelines for safety to employees of the
coffee roasting business.




~             For
the construction business, the Company must meet the regulations for having a
licensed general contractor as a qualifier for the
Company.  Additionally, the construction company must have workers
compensation insurance for injury on the job or while operating company
vehicles, if any.  The construction company must also maintain general
liability insurance; comply with the Federal Unemployment Tax Act and OSHA
Regulations.




~             The
Company will have to comply with regulations covering radio signal broadcasting,
if the Company purchases or establishes a radio station.  It will also
have to comply with ownership limitations in force at the time that it enters
that business sector.




~             
The Company will also have to comply with the no-call laws if it enters the
direct mail and phone notification business.




~             
If the Company enters the financial services sector as contemplated, prior to
expending any funds, it will develop a thorough business plan, including input
from national and state lawyers and bankers.  They will be engaged by
the Company to insure that both federal and state oversight can be satisfied by
the Company.




~            
Indigenous Business Development in the various countries that we will work in is
at varying stages of development.  In South Africa, a Black Economic
Empowerment Law is a regulation that must be met by all companies operating in
South Africa. In other countries, such as Angola, there is no strict requirement
to follow any regulation for Black Economic Empowerment.  (The
Company, without coercion, practices Black Economic Empowerment and indigenous
business development.)





14




Liquidity
and Capital Resources





Cash and
cash equivalents have recently become a part of the Company’s capital resources,
specifically, cash available for work performed during the period ending
December 31, 2008, from Catoca Mining.  The Company has funded
pre-development expenses primarily from borrowings from founders and potential
stockholders.  As of August 2, 2007, the date the loans extended were
converted to equity in the Company, the principal balance of all outstanding
advances was approximately $2,820,277.  Additional investments made in
the Company over the years have come from the Company’s founders.





Management
believes that its short and long-term needs for working capital, capital
expenditures, new facilities and acquisitions will be satisfied by the proceeds
of this Offering and the funds generated from future operations. In Risk Factor
(1), (of the Company’s Prospectus), the Company acknowledges it is in the early
stages of development with a limited history of operations and minimal capital
resources which are not adequate to fully implement its business plan. The
Company’s long term liabilities are owed to existing shareholders that will only
receive payment on the liabilities when the Company’s cash flow from operations
are adequate to make payment on those long-term liabilities without negatively
impacting operations. The Company’s current liabilities will continue to be
covered by existing shareholders, principally Mr. Jackson, from loans through
June 30, 2009, if and when needed, will be converted to long-term liabilities at
an annual interest rate of 7% per annum. The Company expects to generate annual
revenue in an amount adequate to cover operating cost, with the end result being
positive cash flows by the end of the fourth quarter of 2009 with the Company
expecting to be liquid at that time and believes that no further loans from
existing shareholders will be needed. As the Company’s operating expenses have
averaged between $50,000 and $60,000 monthly and our contract with Catoca Mining
is expected to begin generating, in the 4th quarter
of 2009, in excess of $200,000 per month, the revenue will cover current
expenses of the Company.





The
Company has recently begun generating revenue from its fuel and fire protection
contract with Catoca Mining. The Company was recently informed that Catoca
Mining would like the Company’s negotiating team to return for final
negotiations on the Catoca Mining affordable housing contract. Management
believes that the Company’s operating cost on this project could be covered by
the housing development project for up to 24 months beyond the completion of the
fuel and fire protection contract.  The Company intends to
significantly reduce development expenditures, considering its need to focus on
the execution of the existing contracts. However, if the Company is not
successful in raising the minimum in its initial public offering, it will have
to rely on funding via an irrevocable letter of credit from Catoca Mining,
provisions for which are included in the associated contract.  The
Company has met with Florida Export Finance Corporation and is in the process of
creating a stand-by facility in the amount of $500,000 to support working
capital needs on the Catoca Mining fuel and fire
contract.  Additionally, the Company has initiated, through Florida
Export Finance Corporation, an application for credit for Catoca Mining and has
received a letter of interest to provide that facility. Management believes this
facility will provide needed financing for the Company’s sales and services to
Catoca Mining. If these efforts prove futile, substantial doubt is raised about
the Company's ability to continue as a going concern.  See “Risk
Factors:  Going Concern Report of Independent Certified Public
Accountants” as presented in the Company’s Prospectus, declared effective on
January 2, 2009.  However, if the forgoing financial efforts are
successful, or at least the minimum or mid-point of this Offering is raised, as
the Company envisions, the Company’s management believes that it will have
adequate funding to cover operations.





Plan
of Operations





The
majority of the Company's activities have been organizational and developmental;
we are now working on completion of the contract with Catoca Mines, including a
change order as requested by the customer.  Significant amount of time
continues to be devoted to developing business relationships while identifying,
and evaluating potential projects, investment targets and raising
capital.  While costs for these activities are indirect and
administrative in nature, they have been expensed in the accompanying Statement
of Operations. The majority of the deficit shown was incurred during the
developmental activities.





15




No
guarantees can be given that the Company's products and services will be
accepted in the marketplace or that there will be sufficient revenues generated
for the Company to be profitable. Besides the risk factors (see “Risk Factors"),
businesses are often subject to risks not foreseen by management.





The
Company has developed an action plan geared to raising varying amounts of
capital. The Company is structuring its operations based on both the amount of
capital raised in this Offering and the timing of the receipt of the proceeds.
Hence, during its initial 12 months of operation following the Offering, the
Company will devote a significant portion of its day-to-day operations to
marketing, recruiting and retaining key personnel as well as creating a variety
of unique products and services tailored to target markets in Sub-Sahara
Africa.





As
previously outlined in the Company’s Prospectus, with a minimum funding level of
$3,000,000, the Company's operations will be limited to the acquisition of raw
land for development in West St. Augustine and to develop Carishoca, a second
affordable housing project expected to consist of 90 townhouses in Ft.
Lauderdale, Florida. The ability to fund many of the additional prospective
projects of MGW Americas will be severely limited by the need to generate
sufficient profits from the sale of housing units to allow financing of both
additional construction and the other projects or to serve as collateral to
support borrowing for expansion needs.





In
addition, the Company will benefit extensively from proposed agreements with
Catoca Mining in Africa.  The agreements may provide for outsourcing
of numerous support functions including construction of housing, the provision
of medical care, and taking over the acquisition, maintenance, and operation of
a fleet of small trucks.  Each of these projects is expected to be
self-funded, this is will not require additional capital commitments, and the
client is providing funding payments to allow for final design and preliminary
initial equipment and material acquisition.  A $246,000 good faith
payment was received in March 2008 by the Company on the expectation, since
realized, that the pertinent contracts will be finalized. As in typical
construction projects, subsequent progress payments are adequate to fund
construction and profits, if any, will be realized at the conclusion of the
projects.  Management believes these profits will allow the Company to
pursue other projects and provide a return for investors The Company has signed
the contract for fuel and fire protection and has commenced associated work to
fulfill that Catoca Mines contract.  The Company anticipates
additional contracts being signed with Catoca Mines by June 2009.  It
is also the opinion of management that the receipt of additional funding over
and above the minimum $3,000,000 contemplated above will allow the Company to
complete these projects and to pursue additional, previously identified projects
much more rapidly and to generate subsequent returns for investors
sooner.





The
Company does not believe that inflation will significantly affect its results of
operation.





Foreign
exchange fluctuations may impact upon future earnings of the Company, both
positively and negatively.





There are
no recently issued accounting standards known to impact the Company’s Financial
Statements as of March 31, 2009.





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 is in the process
of  performing and evaluating 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, March 31, 2009.




16


Evaluation
of Disclosure Controls and Procedures
  The
Company’s management carried out an evaluation, with the participation of its
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
Company’s disclosure controls and procedures as of March 31, 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 December 31, 2008.
 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. This resulted
primarily from the fact that, due to our limited resources, we have only two
employees, so certain of the work of our
  Chief
Financial Officer, the Company feels that we may not be adequately monitoring or
reviewing. 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 December 31, 2008, 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 March 31, 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 year ended December 31, 2008
(absence of adequate segregation of duties) is in the process of being remedied
by increasing the staff along with revised policies and
procedures.





17





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





None.





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





None.





Item 5. OTHER
INFORMATION





None.





Item 6.
EXHIBITS





The
following lists exhibits filed as part of this quarterly report on Form
10-Q:




ExhibitNo.
            
            Description31.1
            
            Certification of
      Principal Executive Officer pursuant to SEC Rule 13a-14, as adopted
      pursuant to Section 302
      of the Sarbanes-Oxley Act of 200231.2
            
            Certification of
      Principal Financial Officer pursuant to SEC Rule 13a-14, as adopted
      pursuant to Section 302
      of the Sarbanes-Oxley Act of 200232.1
            
            Certification of
      Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant toSection
      906 of the Sarbanes-Oxley Act of 200232.2
            
            Certification of
      Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to






18











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.





Millennium
Group Worldwide Incorporated.







Date:  May
20, 2009


/s/
Julius V. Jackson
Sr.


Julius V.
Jackson, Chief Executive Officer


(Principal
Executive Officer)





19