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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




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                                   FORM 10-KSB

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

              -----------------------------------------------------

                  For the fiscal year ended September 30, 2001

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                        NEW MILLENNIUM DEVELOPMENT GROUP
                 (Name of Small Business Issuer in Its Charter)


               Nevada                                            0390251

    (State or other jurisdiction of                          (IRS Employer
     incorporation or organization)                        Identification No.)

             ------------------------------------------------------

                             #124, 2323 Boundary Rd,
                          Vancouver, BC Canada V5M 4V8


                                 (604) 642-6435

          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

             ------------------------------------------------------

         Securities registered under Section 12(b) of the Exchange Act:

                                      None

            --------------------------------------------------------


         Securities registered under Section 12(g) of the Exchange Act:


                                     Common
                                (Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes [X] No [_]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]


State issuer's revenues for its most recent fiscal year. $62,740


The aggregate market value of the Company's voting common stock held by
non-affiliates as of January 10th, 2002, based on the average Bid and Ask price
on that date, was $.125.


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 9,295,300 shares of common stock as
of December 22, 2001.


<PAGE>
                                TABLE OF CONTENTS

                                     Part I


Item 1. Description of Business

Item 2. Description of Property

Item 3. Legal Proceedings

Item 4. Submission of Matters to a Vote of Security Holders

                                     Part II

Item 5. Market for Common Equity and Related Stockholder Matters

Item 6. Management discussion and Analysis

Item 7. Financial Statements

Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial disclosure

                                    Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance
With Section 16(a) of the Exchange Act.

Item 10. Executive Compensation.

Item 11. Security Ownership of Certain Beneficial Owners and Management

Item 12. Certain Relationships and Related Transactions.

Item 13. Exhibits and Reports on Form 8-K 2

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<PAGE>

                                     PART I

Item 1.      Description of Business

A.       Business

We incorporated in Nevada in February 1997 under the name Creative Systems, Inc.
for the purpose of developing cost efficient methods of pipe restoration in
commercial and residential buildings. We have changed our name from Core
Systems, Inc. to Angelaudio.com, Inc. In November 2000 we changed our name to
Whatsupmusic.com, Inc. In May 2001 we changed our name from WhatsUpMusic.com
Inc. to New Millennium Development Group.

Through our new web site www.IceDigitalMedia.com we provide a leading vehicle
for promoting music services, purchasing web design, CD replication for music,
e-business cards and internet related corporate services. Our business gives
artists and record companies the ability to manufacture, advertise and sell
their recorded music with copy protection and copyright management.

1. The Recorded Music Industry

The recorded music industry represents one of the largest opportunities for
online digital delivery and commerce. According to the International Federation
of the Phonographic Industry (IFPI), worldwide recorded music sales represented
a $38.7 billion market in 1998. The United States music industry, which
represents nearly one-third of worldwide recorded music sales, encompasses more
than 200,000 professional musicians, 7,500 record labels, 100 distributors,
4,000 independent retailers and millions of consumers. The recorded music
industry has operated under the same basic business model for many years.
Typically, record companies sign artists to exclusive contracts under which the
record companies develop and promote artists' music. The companies then sell
this recorded music through wholesale and retail distribution channels to
consumers. In addition, there are millions of amateur musicians who do not have
access to distribution through traditional channels.


Five major global record companies - BMG Entertainment, EMI Music, Sony
Corporation, Universal Music Group and Warner Communications Inc. - and their
numerous affiliated labels account for more than 80% of all recorded music sales
worldwide. Each of these companies is organized worldwide on a geographic basis,
with each local subsidiary having control over distribution within its
territory. These companies invest significant resources in infrastructure to
support their operations. They are vertically integrated and operate recording,
manufacturing, distribution, warehousing, and sales and marketing organizations.


Each of the major record companies signs and introduces only a small number of
new artists each year. New artists are generally required to sign exclusive,
long-term agreements that do not obligate the record company to release any
records. In return, artists receive a royalty, typically based on a percentage
of the suggested retail list price of a record, but only after the record
company recoups production costs and other advances. For new artists in the
United States, this royalty generally ranges from 7% to 12%. Record companies
engage in large-scale promotional and marketing programs that utilize local
offices and staff in major cities to coordinate these programs through radio,
television and other traditional media. Each of these companies supports
multiple manufacturing plants, distribution centers and warehouses and uses
ground transportation to ship recorded music to retailers and wholesalers.


In addition to the five major record companies, there are thousands of
independent record companies. These independent labels account for a large
portion of the sound recordings published each year in the United

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<PAGE>

States, 3 and represent a rapidly growing revenue segment of the United States
recorded music industry. These companies differ significantly from the major
record companies in a number of ways, including:

o They usually pay higher royalties to artists and offer shorter-term recording
  agreements;

o They have more limited capital resources available for recording,
  manufacturing and promotion costs; and

o They find national distribution difficult to obtain and expensive when
  available.

The inherent difficulties and costs associated with this model have caused many
independent record companies to begin marketing programs to sell recorded music
directly to consumers.

The distribution channels for and the retail sales of recorded music are
becoming concentrated due to increased competition and consolidation. Retail
sales are primarily "hit" driven, with a small number of titles accounting for
the majority of retail sales in most periods. In addition, in order to offer
consumers a wide variety of music, retailers bear the infrastructure costs
necessary to stock recordings that are not currently hits, known as catalog
recordings. Current hits and catalog recordings sold through retail stores
represent only a small fraction of all recorded music. In addition, distributors
of recorded music are subject to territorial restrictions, which limit the
countries in which they can distribute and sell.

2. The Recorded Music Industry and the Internet

International Data Corporation estimates that the number of Internet users
worldwide will grow from approximately 97 million users in 1998 to 320 million
by the end of 2002. The Internet presents a significant opportunity for the
rapid and cost-effective distribution, promotion and sale of recorded music.
Music is one of the most popular topics on the Internet as reflected by the
increasing number of music-related web sites and the growth of online sales of
compact discs. To date, online recorded music sales have occurred primarily
through the purchase of compact discs through online retailers. Forrester
Research expects online vendors such as CDnow Inc. and Amazon.com Inc. to drive
total online sales of compact discs in the United States from an estimated $890
million in 1999 to an estimated $6.7 billion in 2003. These online retailers
generally do not take physical custody of recordings, but rather refer their
orders to fulfilment houses that are responsible for shipping the compact discs
to customers.

Advances in digital compression technologies now allow the transmission of
near-compact disc quality audio over the Internet. Due to the size of the
transmitted files, most digital music transmitted to date has been song samples
used by online retailers to allow shoppers to preview music. More recently,
however, many web sites have begun to offer "full length," three to four minute,
single music recordings for transmission and storage in compressed formats.
Several audio compression standards are currently used, including AAC, AC-3 and
mp3. To date, most digital music downloads have been promotional in nature.
Recorded music sales delivered through digital transmission have been minimal,
but are expected to reach 7% of all United States recorded music sales by 2003,
according to Forrester Research.

3. Challenges of Digital Music Delivery and Commerce over the Internet

Music consumers increasingly want both to hear recorded music in real time on
their computers and to store these recordings for later playback on portable
devices as well as computers. The New Millennium Development Group goal is to
become a leader in the method of recorded music promotion, sales and
distribution with a focus on the smaller labels and individual independent
artist. Few record labels or artist management companies have demonstrated the
expertise necessary to develop a successful on-line promotional business model.
At the same time, consumers are increasingly looking for ways to interact with
their favorite music artists through the Internet and purchase music and
entertainment in a convenient and affordable way. We can provide significant
advantages to artists, labels and consumers.

1. Value to Record Labels and Artists


We offer recording artists and record labels a vast array of services to help
maximize revenue opportunities through recorded music promotion, sales and
distribution over the Internet. These services include:

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<PAGE>

o Distribution and Promotional Power. We offer the most comprehensive music
distribution service available on the Internet and unique online marketing and
promotional programs for artists and record labels which include (1) web site
construction and maintenance; (2) Creation and maintenance of on-line fan clubs;
(3) On-line Merchandise sales; (4) Unique specially targeted promotions such as
contests and announcements; (5) Cyber chat services; (6) Encoding, hosting and
marketing of concerts for web cast with an advertising or a pay-per-view revenue
model; (7) Video encoding, hosting and distribution; (8) Production, encoding
and hosting of Interviews exclusively for the Internet; and (9) Distribution and
marketing of songs and albums released exclusively on the Internet through their
own websites.

o Increased Revenues and Lower Costs. Through our business, record companies and
artists can generate increased revenues by offering their entire catalogue of
existing music as well as singles and periodic releases. Our products and
services provide a cost-effective way to offer music to consumers by reducing
the costs associated with physical manufacturing, warehousing and shipping.

o Global Reach. Our business allows the Internet to be used as a global
distribution channel for artists, record companies and retailers. This is
particularly significant to independent record labels and amateur musicians who
have limited access to traditional retail distribution channels.

o CD duplication services. We have a compact disc duplication division that
offers reasonably priced global compact disc duplication services for the
professional recording industry, multi-media marketing campaigns, independent
artists, songwriters and individual visitors who want to create their own
customized compact discs. The CD Duplication services feature duplication and
distribution of custom discs for the professional recording industry.

2. Strategy

Our mission is to become the leading online music company for artists, record
labels and consumers. Key elements of our strategy include:

o Diversify Revenue Streams. Our strategy is to harvest the breadth and
uniqueness of our music community and services to generate multiple commercially
feasible revenue streams. We have 120 duplicator machines capable of customized
and standard CD production. With these duplicators, we can produce up to 12,000
CDs a day. Additionally, we have the infrastructure necessary to increase
production up to 100,000 CDs a day.

o Build Brand Awareness. We plan to increase brand awareness through a
combination of online and offline advertising and promotional activities. We
have recently promoted brand awareness through several innovative and cost
effective channels, including advocacy events and strategic promotional
agreements. We are continuing to increase our online presence through banner
advertising, events, contests and email promotions. We also intend to achieve
greater offline awareness by targeting magazine advertising and promotional
arrangements.

o Create a Unique and Robust Music-Based Experience for the Consumer. We plan to
work with record labels and community of Artists. A key component of our
strategy is to continue to expand our community of artists so that we offer a
large and ever-growing group of global artists online. We believe that offering
a large global artist community is key to increasing the number of consumers on
our web site. Further, we believe that we will have a greater chance of
succeeding if we work closely with artists to create products and services that
appeal to their fan base. We hope to target specific fan bases of artists and
build sites designed both to increase an artist's contacts with its fan bases
and to maximize revenue opportunities from the fan base.

o Create a large selection of music and music related products. We are working
with technology companies to develop software that maximizes opportunities for
distributing entertainment on the Internet. Further, we are developing a
"player" that will be compatible with most systems and which allow the
distribution of streaming video on a pay-per-view basis.

o Subscription Service. We intend to launch a music subscription service that
enables users to download an unlimited selection of music for a monthly fee.

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<PAGE>

3. Employees

On January 12, 2001, we had 14 full time employees, including 6 in technical
development, 6 in business development and marketing and 2 in administration and
accounting. We have since downsized to 4 and now use an agency relationship
and/or a consultant relationship with individuals and companies to generate new
business for us. We also engage independent contractors in sales, business
development and legal. We consider our relations with our employees to be good.
None of our employees are represented by a collective bargaining unit, and we
have never had a work stoppage. We believe that our future success will depend
in part on our continued ability to attract, integrate, retain and motivate
highly qualified personnel, and upon the continued service of our key technical
personnel and senior management.

4. Competition


The market for online promotion and distribution of music and music related
products is competitive. Because barriers to entry on the Internet are
relatively low, we expect competition to considerably increase in the future.


We face competitive pressures from many actual and potential competitors such as
Online destination sites which have greater resources than us, such as music
retailers Amazon.com and CDnow, and Internet "portals" American OnLine, Excite,
Infoseek, Lycos and Yahoo!. Publishers and distributors of traditional music and
music-related media, such as Rolling Stone Magazine and Spin Magazine, which
have entered the online commercial community with Internet affiliates. The bases
of competition in the online music promotion and distribution industry include
the:

o Ability of consumers to search and sample music according to their
preferences;

o Ease of downloading music;

o Quantity and variety of digital recorded music content;

o Fidelity and quality of sound of the music; and

o Ability to promote the web site.

Many of our existing and potential competitors have larger consumer bases,
longer operating histories, greater brand name recognition and considerably
greater technical, financial and marketing resources than we do.

Increased competition could result in reduced margins or loss of market share,
either of which could harm our business.

5. Government Regulation

The laws and regulations that govern our business change rapidly. The United
States government and the governments of other states and foreign countries have
attempted to regulate activities on the Internet. The following are some of the
evolving areas of law that are relevant to our business:

o Content Regulation. Both foreign and domestic governments have proposed and
adopted laws governing the content of material transmitted over the Internet.
These include laws relating to defamation, libel, obscenity and indecency. We
could be liable if content placed on our web site or delivered by us violates
these regulations.

o Privacy Law. Current and proposed federal, state and foreign (for example, the
European Union and Canada) privacy regulations and other laws restricting the
collection, use and disclosure of personal information could limit our ability
to use the information in our databases to generate revenues.

o Sales and Use Tax. However, states or foreign jurisdictions may seek to impose
tax collection obligations on companies like us that engage in online commerce.
If they do, these obligations could limit the growth of electronic commerce in
general and limit our ability to profit from the sale of goods and services over
the Internet.

Because of this rapidly evolving and uncertain regulatory environment, we cannot
predict how these laws and regulations might affect our business. In addition,
these uncertainties make it difficult to ensure compliance with the laws and
regulations governing the Internet. These laws and regulations could harm us by
subjecting us to liability or forcing us to change how we do business.


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<PAGE>

Item 2. Description of Property.

Our operations center is located in approximately 1,000 square feet of office
space in Vancouver, Canada. The lease for this space on a month to month basis.

Item 3. Legal Proceedings.

We are not presently involved in any legal proceedings that would have a
material adverse effect on our business, operating results or financial
condition.

Item 4. Submission of Matters to a Vote of Security Holders.

We submitted and received a majority vote in favour of changing the name of the
corporation from WhatsUpMusic Inc. to New Millennium Development Group in April
2001.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

A. Price Range of Common Stock

Our common stock has been quoted on the NASD Over The Counter Bulletin Board
("OTCBB"), a regulated quotation service that captures and displays real-time
quotes for securities not listed on the Nasdaq Stock Market or any stock
exchange in the United States, under market symbol "NMDV" since August 14, 2001.
From November 28,2000 to August 14 2001 our stock was quoted under the symbol
"WSUP". From April 27, 2000 to November 28, 2000 our stock was quoted under the
symbol "AADC," and from March 24, 2000 to April 27, 2000 our common stock was
quoted under market symbol "COYM." Before then, there was no public market for
our common stock. The following table presents, for the periods indicated, the
high and low quotation prices per share as reported on the OTCBB.

Date                   Open       High        Low     Close          Volume

June 30, 2000          2.062       2.375      1.375   1.625           719,900

September 30, 2000     1.437       1.812      1.375   1.531         1,012,300

December 29, 2000      0.435       0.510      0.435   0.510             5,000

On January 12, 2001, OTCBB was $0.415. The last reported quote for our stock on
January 10th, 2002 was $0.125. These quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not represent actual
transactions.

As of January 11, 2002, there were 9,295,300 outstanding issued shares, warrants
outstanding to purchase 3,200,000 shares of common stock and options outstanding
to purchase 2,000,000 shares of common stock. As of December 22, 2001, there
were approximately 33 shareholders of record.

B. Dividend Policy

We have not declared or paid any dividend on our common stock. We do not
anticipate paying any cash dividends in the foreseeable future. We currently
intend to retain future earnings, if any, to finance operations and the
expansion of our business. Any future determination to pay cash dividends will
be at the discretion of the board of directors and will depend upon our
financial condition, operating results, capital requirements, and other factors
the board of directors deems relevant.

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<PAGE>

C. Recent Sales of Unregistered Securities

Since our inception on February 19, 1997, we have issued or sold unregistered
securities in the amounts, at the times, for the consideration and pursuant to
the exemptions from registration provided by the Securities Act of 1933, as
amended (the "Act"), as follows:

On March 11, 1999, pursuant to an exemption under Section 4(2) of the Act, we
issued 10,000 shares of our common stock, $0.001 par value, to Vic Barger, our
President, Secretary and a director, in return for services rendered as an
officer and a director and money he spent to develop our business plan.
Effective April 30, 1999 these shares were forward split 33:1.

On March 11, 1999, pursuant to an exemption under Section 4(2) of the Act, we
issued 10,000 shares of our common stock, $0.001 par value, to A. Tasso
Tsalamandris, our Treasurer and a director, in return for services rendered as
an officer and a director and money he spent to develop our business plan.
Effective April 30, 1999 these shares were forward split 33:1.

On April 30, 1999, pursuant to an exemption under Section 4(2) of the Act and
Rule 504 of Regulation D promulgated under the Act, we sold 73,000 shares of our
common stock, $0.001 par value, to 70 purchasers at $0.10 per share, for an
aggregate purchase price of $7,300. Effective April 30, 1999 these shares were
forward split 33:1.

On March 15, 2000, pursuant to an exemption under Regulation S promulgated under
the Act, we sold 400,000 shares of our common stock, $0.001 par value, at $0.25
per share, and issued a warrant to purchase 400,000 shares of our common stock,
$0.001 par value, exercisable at $0.25 per share until March 15, 2002, to
Safecrest (PAK) Ltd.

On March 15, 2000, pursuant to an exemption under Regulation S promulgated under
the Act, we sold 400,000 shares of our common stock, $0.001 par value, at $0.25
per share, and issued a warrant to purchase 400,000 shares of our common stock,
$0.001 par value, exercisable at $0.25 per share until March 15, 2002, to Ray
Alikhan.

On March 15, 2000, pursuant to an exemption under Regulation S promulgated under
the Act, we sold 400,000 shares of our common stock, $0.001 par value, at $0.25
per share, and issued a warrant to purchase 400,000 shares of our common stock,
$0.001 par value, exercisable at $0.25 per share until March 15, 2002, to
Coradene Ltd.

On March 15, 2000, pursuant to an exemption under Regulation S promulgated under
the Act, we sold 400,000 shares of our common stock, $0.001 par value, at $0.25
per share, and issued a warrant to purchase 400,000 shares of our common stock,
$0.001 par value, exercisable at $0.25 per share until March 15, 2002, to Lori
Ltd.

On March 15, 2000, pursuant to an exemption under Regulation S promulgated under
the Act, we sold 400,000 shares of our common stock, $0.001 par value, at $0.25
per share, and issued a warrant to purchase 400,000 11 shares of our common
stock, $0.001 par value, exercisable at $0.25 per share until March 15, 2002, to
Brunswick Ltd.

On March 15, 2000, pursuant to an exemption under Regulation S promulgated under
the Act, we sold 400,000 shares of our common stock, $0.001 par value, at $0.25
per share, and issued a warrant to purchase 400,000 shares of our common stock,
$0.001 par value, exercisable at $0.25 per share until March 15, 2002, to
Incubus Investments Ltd.

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<PAGE>

On March 15, 2000, pursuant to an exemption under Regulation S promulgated under
the Act, we sold 400,000 shares of our common stock, $0.001 par value, at $0.25
per share, and issued a warrant to purchase 400,000 shares of our common stock,
$0.001 par value, exercisable at $0.25 per share until March 15, 2002, to
Maybourne Ltd.

On March 15, 2000, pursuant to an exemption under Regulation S promulgated under
the Act, we sold 400,000 shares of our common stock, $0.001 par value, at $0.25
per share, and issued a warrant to purchase 400,000 shares of our common stock,
$0.001 par value, exercisable at $0.25 per share until March 15, 2002, to
Wireless Consulting, Inc.

On May 1, 2000, pursuant to an exemption under Section 4(2) of the Act, we
granted an option to purchase 250,000 shares of our common stock, $0.001 par
value, exercisable at $1.00 per share before May 1, 2002, to Ian Stuart, one of
our directors, for services rendered as a director.

On May 1, 2000, pursuant to an exemption under Section 4(2) of the Act, we
granted an option to purchase 250,000 shares of our common stock, $0.001 par
value, exercisable at $1.00 per share before May 1, 2002, to Riz Alikhan, one of
our directors, for services rendered as a director.

On May 1, 2000, pursuant to an exemption under Section 4(2) of the Act, we
granted an option to purchase 100,000 shares of our common stock, $0.001 par
value, exercisable at $1.00 per share before May 1, 2002, to John Karroll, one
of our directors, for services rendered as a director.

On May 1, 2000, pursuant to an exemption under Section 4(2) of the Act, we
granted an option to purchase 100,000 shares of our common stock, $0.001 par
value, exercisable at $1.00 per share before May 1, 2002, to Brunswick Ltd., for
services rendered as a consultant.

On May 1, 2000, pursuant to an exemption under Section 4(2) of the Act, we
granted an option to purchase 50,000 shares of our common stock, $0.001 par
value, exercisable at $1.00 per share before May 1, 2002, to TKO Entertainment,
for services rendered as a consultant.

On May 1, 2000, pursuant to an exemption under Section 4(2) of the Act, we
granted an option to purchase 450,000 shares of our common stock, $0.001 par
value, exercisable at $1.00 per share before May 1, 2005, to Incubus Investments
Ltd., for services rendered as a consultant.

On May 1, 2000, pursuant to an exemption under Section 4(2) of the Act, we
granted an option to purchase 100,000 shares of our common stock, $0.001 par
value, exercisable at $1.00 per share before May 1, 2005, to Coradene Ltd., for
services rendered as a consultant.

On May 1, 2000, pursuant to an exemption under Section 4(2) of the Act, we
granted an option to purchase 350,000 shares of our common stock, $0.001 par
value, exercisable at $1.00 per share before May 1, 2005, to Manitoba Ltd., for
services rendered as a consultant.

On April 26, 2000, pursuant to an exemption under Section 4(2) of the Act and in
connection with a Stock Purchase Agreement, we issued 2,000,000 shares of our
common stock, $0.001 par value, to Freedom Investments Ltd. (1,000,000 shares),
Franoon Foundation (500,000 shares) and Chapster Foundation (500,000 shares) for
25,000 shares of common stock, no par value, of Angelaudio Systems, Inc., a
Nevada corporation, which shares of common stock constituted all of the issued
and outstanding shares of Angelaudio Systems, Inc.

Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

During fiscal year end September 2000 the company was financially solvent due to
the capital raised through a private placement and as such was able to develop
it s web site and engage in a multitude of marketing activities. However, due to
changes in the financial markets and the fact that the "On-line " industry as a
whole fell out of favour with the financial institutions we were unable to
garner any additional financial support. This resulted in a management decision
to abandoned the online music distribution service we were trying to develop.
The company has changed its focus in order to maintain its operations and has
focused extensively on its CD replication division. The CD replication business
is a global industry relating to the replication of not only music CDs but
e-business cards, brochures and games on CDs and various other applications
which transform traditional print matter marketing to CD replication as a new
form of marketing. We have increased our revenues from 3,000 dollars for fiscal
2000 to 62,740 for fiscal 2001. We have seen a steady growth in sales but
continue to be hampered by lack of funding required for marketing and a need to
expand our sales force with a global percepective.

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<PAGE>

We continue to pursue other ventures such as recently signed Letter of Intent
with Smart Wire, a company involved in wireless technology, to build our company
by seeking new sources of revenue. We anticipate a change in the financial
markets for the year 2002 and will continue to pursue fund raising activities
but as yet we have no commitments to this affect and will wait until this is
secured before increasing our capital expenditures. Our cost of operations has
been reduced and we have eliminated all non essential staff. The management has
changed another key component of it business which is to "outsource" to third
parties our CD replication business. We have found this to be a more cost
effective model primarily because we were unable to compete in house with the
larger replication companies especially with reduction in staff. As our sales
increase we are in a better position to secure more favourable rates from our
suppliers which is reflected in our profit margins. The CD replication industry
is a billion dollar global industry and growing due to the nature of the high
tech requirements of corporations and individuals. We need only secure a small
market share in order to be a viable business.

                      NEW MILLENNIUM DEVELOPMENT GROUP INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        (FORMERLY WHATSUPMUSIC.COM INC.)


                        CONSOLIDATED FINANCIAL STATEMENTS
                            (EXPRESSED IN US DOLLARS)

                               SEPTEMBER 30, 2001









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<PAGE>


NEW MILLENNIUM DEVELOPMENT  GROUP INC.
(formerly Whatsupmusic.com Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS (US DOLLARS)
--------------------------------------------------------------------------------

SEPTEMBER 30, 2001                                                         PAGE
--------------------------------------------------------------------------------

Auditors' Report                                                             3

Consolidated Balance Sheets                                                  4

Consolidated Statements of Operations                                        5

Consolidated Statements of Changes in Stockholders' Equity                   6

Consolidated Statements of Cash Flows                                        7

Notes to the Consolidated Financial Statements                          8 - 12





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<PAGE>


                            [MACKAY LLP LETTERHEAD]

AUDITORS' REPORT

TO THE SHAREHOLDERS OF
NEW MILLENNIUM DEVELOPMENT GROUP INC.
(formerly Whatsupmusic.com Inc.)


We have audited the consolidated balance sheets of New Millennium Development
Group Inc. (formerly Whatsupmusic.com Inc.) (a development stage company) as at
September 30, 2001 and 2000 and the consolidated statements of operations,
changes in stockholders' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.

In our opinion, these consolidated financial statements present fairly in all
material respects, the financial position of the Company as at September 30,
2001 and 2000 and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles in the
United States.

The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company is in the development stage, has no
established source of revenue and is dependent on its ability to raise capital
from shareholders or other sources to sustain operations. These factors, along
with other matters as set forth in Note 2, raise substantial doubt that the
Company will be able to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.





                                                                    "MACKAY LLP"

----------------------------------------------------------------------------  12

<PAGE>

VANCOUVER,  CANADA.                                        CHARTERED ACCOUNTANTS
JANUARY 11, 2002














----------------------------------------------------------------------------  13

<PAGE>

--------------------------------------------------------------------------------
NEW MILLENNIUM DEVELOPMENT GROUP INC.
(formerly Whatsupmusic.com Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS (US DOLLARS)

<TABLE>
<CAPTION>

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

SEPTEMBER 30,                                                           2001                     2000
---------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                      <C>

ASSETS

CURRENT ASSETS
    Cash                                                            $      --                $   117,380
    Amounts due from taxing authorities                                   6,326                   26,884
    Loan receivable (note 3)                                               --                     20,452
    Deposits and prepaid expenses                                           224                   49,337
---------------------------------------------------------------------------------------------------------
                                                                          6,550                  214,053

CAPITAL ASSETS (note 4)                                                 144,740                  289,898

GOODWILL (note 1)                                                          --                    209,306
---------------------------------------------------------------------------------------------------------

                                                                    $   151,290              $   713,257
---------------------------------------------------------------------------------------------------------
LIABILITIES

CURRENT LIABILITIES
    Cheques issued in excess of funds on deposit                    $     7,407              $      --
    Accounts payable and accrued liabilities                            114,119                   71,020
    Loans payable (note 5)                                              413,130                  305,513
    Current portion of lease inducement (note 4)                           --                      7,236
    Due to related parties (note 6)                                      91,852                   94,573
---------------------------------------------------------------------------------------------------------
                                                                        626,508                  478,342
LEASE INDUCEMENT (note 4)                                                  --                     12,060
LONG TERM DEBT (note 7)                                                  36,989                   36,173
---------------------------------------------------------------------------------------------------------

                                                                        663,497                  526,575
---------------------------------------------------------------------------------------------------------
COMMITMENTS (note 9)

STOCKHOLDERS' EQUITY
COMMON STOCK
  Authorized 50,000,000 common shares par value of $0.001
  Issued 9,295,300 common shares (note 8)                                 9,295                    9,295
PAID IN CAPITAL                                                         802,005                  802,005
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                     (1,323,507)                (624,618)
---------------------------------------------------------------------------------------------------------

                                                                       (512,207)                 186,682
---------------------------------------------------------------------------------------------------------

                                                                    $   151,290              $   713,257
=========================================================================================================
</TABLE>


APPROVED BY THE DIRECTORS:

"Ian Stuart"
-------------------------------

"Riz Alikhan"
-------------------------------

----------------------------------------------------------------------------  14

<PAGE>

--------------------------------------------------------------------------------
NEW MILLENNIUM DEVELOPMENT GROUP INC.
(formerly Whatsupmusic.com Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS (US DOLLARS)
================================================================================
<TABLE>
<CAPTION>

                                                  CUMULATIVE FROM
                                                    INCEPTION
                                                   FEBRUARY 19,
                                                     1997 TO
                                                   SEPTEMBER 30,
FOR THE YEAR ENDED SEPTEMBER 30,                       2001              2001              2000               1999
----------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                <C>                <C>               <C>
REVENUE
  Sales                                            $    62,740        $    62,740        $      --         $      --
  Cost of sales                                         24,616             24,616               --                --
----------------------------------------------------------------------------------------------------------------------

GROSS MARGIN                                            38,124             38,124               --                --
----------------------------------------------------------------------------------------------------------------------

GENERAL AND ADMINISTRATIVE EXPENSES
  Accounting and audit                                  67,034             40,453             26,581              --
  Advertising and promotion                             51,313              2,445             48,868              --
  Amortization                                         190,283            124,158             66,125              --
  Bank charges and interest                             31,557             17,346             14,211              --
  Consulting                                           186,278             80,209            106,069              --
  Foreign exchange                                      (5,997)            (6,835)               838              --
  Filing fees                                           19,380              3,698             15,682              --
  Legal                                                 57,811             53,813              3,998              --
  Licences                                              57,700              6,000             51,700              --
  Marketing                                             14,220              6,810              7,410              --
  Office and miscellaneous                              79,379             32,046             39,666             7,667
  Rent                                                  44,286             26,972             17,314              --
  Salaries and benefits                                220,314            104,222            116,092              --
  Travel                                               106,237              5,558            100,679              --
----------------------------------------------------------------------------------------------------------------------

                                                     1,119,795            496,895            615,233             7,667
----------------------------------------------------------------------------------------------------------------------

LOSS FROM CONTINUING OPERATIONS                      1,081,671            458,771            615,233             7,667

DISCONTINUED OPERATIONS
  Gross margin                                           1,718               --                1,718              --
  Write off of capitalized website design               24,699             24,699               --                --
  Impairment of goodwill                               163,220            163,220               --                --


                                                       189,637            187,919              1,718              --

LOSS BEFORE OTHER ITEMS                              1,271,308            646,690            616,951             7,667

OTHER ITEMS
  Write off of advances and loan receivable             45,906             45,906               --                --
  Loss on termination of lease (note 4)                  6,293              6,293               --                --
----------------------------------------------------------------------------------------------------------------------

                                                        52,199             52,199               --                --


LOSS FOR THE PERIOD                                $ 1,323,507        $   698,889        $   616,951       $     7,667
----------------------------------------------------------------------------------------------------------------------

LOSS PER SHARE                                     $      0.19        $      0.08        $      0.10       $      0.01
----------------------------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE SHARES OUTSTANDING                  6,965,826          9,295,300          6,211,147         3,069,000
----------------------------------------------------------------------------------------------------------------------
</TABLE>


----------------------------------------------------------------------------  15

<PAGE>


--------------------------------------------------------------------------------

NEW MILLENNIUM DEVELOPMENT GROUP INC.
(formerly Whatsupmusic.com Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (US DOLLARS)
================================================================================

FOR THE YEAR ENDED SEPTEMBER 30, 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------
                                                                                                             ACCUMULATED
                                                                                                               DEFICIT
                                                                                                              DURING THE
                                                                                           ADDITIONAL         DEVELOPMENT
                                                          COMMON                            PAID IN              STAGE
                                                          SHARES            AMOUNT          CAPITAL
---------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>              <C>              <C>                <C>

Balance September 30, 1998                                    --           $   --           $    --         $       --

March, 1999 stock issued for services,
$0.10                                                       20,000               20             1,980               --

March ,1999 changed par value from
no par value to $0.001                                        --               --                --                 --

April, 1999 Shares issued for cash,
$0.10                                                       73,000               73             7,227               --

April, 1999 forward stock split 32 for 1                 2,976,000            2,976            (2,976)              --

Net loss year ended September 30,
1999                                                         --                --                --              (7,667)
---------------------------------------------------------------------------------------------------------------------------


Balance September 30, 1999                               3,069,000            3,069             6,231            (7,667)
---------------------------------------------------------------------------------------------------------------------------

February, 2000 forward stock split 1.7                   2,148,300            2,148            (2,148)              --
for 1

March 2000, stock  cancelled, $0.001                    (1,122,000)          (1,122)            1,122               --


April, 2000 stock issued for acquisition of
subsidiary, $0.001                                       2,000,000            2,000              --                 --

May, 2000 stock issued pursuant to a private
placement, $0.25                                         3,200,000            3,200           796,800               --

Net loss for year ended September 30,
2000                                                          --               --                --            (616,951)


Balance September 30, 2000                               9,295,300            9,295           802,005          (624,618)
-----------------------------------------------------------------------------------------------------------------------

Net loss for year ended September 30, 2001                    --               --                --            (698,889)
-----------------------------------------------------------------------------------------------------------------------


BALANCE SEPTEMBER 30, 2001                               9,295,300        $   9,295         $ 802,005       $(1,323,507)
=======================================================================================================================

</TABLE>


----------------------------------------------------------------------------  16


<PAGE>

--------------------------------------------------------------------------------
NEW MILLENNIUM DEVELOPMENT GROUP INC.
(formerly Whatsupmusic.com Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (US DOLLARS)
================================================================================

<TABLE>
<CAPTION>

                                                             CUMULATIVE FROM
                                                                 INCEPTION
                                                            FEBRUARY 19, 1997 TO
FOR THE YEAR ENDED SEPTEMBER 30,                             SEPTEMBER 30, 2001         2001              2000                1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                <C>                <C>                <C>

OPERATING ACTIVITIES
  Loss for the period                                          $(1,323,507)       $  (698,889)       $  (616,951)       $    (7,667)
  Add: Amortization                                                187,871            124,158             63,713               --
    Issue of stock for services                                      2,000               --                 --                2,000
    Write off of advances                                           45,906             45,906               --                 --
    Loss on termination of lease                                     6,293              6,293               --                 --
    Write off of capitalized website design                         24,699             24,699               --                 --
    Impairment of goodwill                                         163,220            163,220               --                 --
    Interest not paid                                               15,804             15,804               --                 --

  Changes in non-cash working capital
  Amounts due from taxing authorities                                2,235             20,558            (18,323)              --
    Deposits and prepaid expenses                                   13,617             49,113            (35,496)              --
    Accounts payable and accrued liabilities                        43,635             43,099                536               --
------------------------------------------------------------------------------------------------------------------------------------
                                                                  (818,227)          (206,039)          (606,521)            (5,667)
------------------------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Issue of share capital                                             6,249               --                3,200              3,049
  Lease inducement                                                  21,707               --               21,707               --
  Paid in capital                                                  801,051               --              796,800              4,251
  Advances to third party                                          (25,000)           (25,000)              --                 --
  Advances from related parties                                    184,173             99,393             84,780               --
  Cheques issued in excess of funds on deposit                       7,407              7,407               --                 --
------------------------------------------------------------------------------------------------------------------------------------

                                                                   995,587             81,800            906,487              7,300
------------------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Cash received on acquisition of subsidiary                         5,984               --                5,984               --
  Acquisition of capital assets, net                              (173,405)            16,798           (190,203)              --

------------------------------------------------------------------------------------------------------------------------------------

                                                                  (167,421)            16,798           (184,219)              --
------------------------------------------------------------------------------------------------------------------------------------
EFFECT OF FOREIGN EXCHANGE ON CASH FLOW ITEMS                       (9,939)            (9,939)              --                 --

INCREASE (DECREASE) IN CASH                                           --             (117,380)           115,747              1,633

CASH, BEGINNING OF PERIOD                                             --              117,380              1,633               --
------------------------------------------------------------------------------------------------------------------------------------

CASH, END OF PERIOD                                            $      --          $      --          $   117,380        $     1,633

====================================================================================================================================
Non-cash investing and financing activity (note 1)

CASH PAID ON ACCOUNT OF INCOME TAXES                           $      --          $      --          $      --          $      --
------------------------------------------------------------------------------------------------------------------------------------

CASH PAID ON ACCOUNT OF INTEREST                               $      --          $      --          $      --          $      --
====================================================================================================================================

</TABLE>

----------------------------------------------------------------------------- 17

<PAGE>


--------------------------------------------------------------------------------
NEW MILLENNIUM DEVELOPMENT GROUP INC.
(formerly Whatsupmusic.com Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US DOLLARS)
================================================================================

SEPTEMBER 30, 2001
--------------------------------------------------------------------------------

1.           INCORPORATION AND NATURE OF OPERATIONS

             The Company was incorporated on February 19, 1997 under the laws of
             the State of Nevada, USA and changed its name to Angelaudio.com
             Inc. on April 15, 2000. On November 17, 2000 the Company changed
             its name to Whatsupmusic.com Inc. On August 14, 2001, the company
             changed its name to New Millennium Development Group Inc.

             On April 15, 2000, the Company acquired all the issued and
             outstanding shares of Angelaudio.com Inc., a private company
             incorporated under the laws of the state of Nevada, USA in return
             for the issuance of 2,000,000 common shares out of the treasury of
             the company, having a par value of $2,000. Angelaudio.com Inc.
             subsequently changed its name to Angelaudio Systems Inc. (ASI).

             The acquisition was accounted for using the purchase method with
             the results of operations of ASI included in the consolidated
             financial statements from the date of acquisition.

             These consolidated financial statements reflect the purchase of net
             assets at April 15, 2000 as follows:

<TABLE>
<CAPTION>

                  <S>                                                             <C>
                  Current assets                                                  $   28,386
                  Capital assets                                                     144,699
                  Goodwill                                                           228,428

                  Current liabilities and loans payable                             (364,308)
                  Long term debt                                                     (35,205)

             ----------------------------------------------------------------------------------

                  Total consideration funded by issuance of 2,000,000 shares      $    2,000

             ----------------------------------------------------------------------------------

</TABLE>


             During the year ended September 30, 2001 the Company abandoned its
             planned operation of an internet-based music retail business. The
             revenue and gross margin related to this business has been
             reclassified as results from discontinued operations. In addition,
             related goodwill and capitalized website development costs have
             been written off to operations.

             The Company is now pursuing a viable business in the CD replication
             sector, as well as other internet based technologies.

2.           SIGNIFICANT ACCOUNTING POLICIES

             (A)   BASIS OF PRESENTATION

             The financial statements have been prepared in accordance with
             generally accepted accounting principles on a going concern basis,
             which presume the realization of assets and discharge of
             liabilities in the normal course of business for the foreseeable
             future. The company's ability to continue as a going concern is
             dependent upon achieving profitable operations and upon obtaining
             additional financing. The outcome of these matters can not be
             predicted at this time. These financial statements do not include
             any adjustments to the amounts and classification of assets and
             liabilities that might be necessary should the company be unable to
             continue in business.

             Because of the speculative nature of the company, there are
             significant risks which are summarized as follows:

               The company is newly formed with no operating history and minimal
               assets; The company has limited funds available for acquisition
               or operations.

             For US reporting requirements, the company is considered to be in
             the development stage as defined in Statement of Financial
             Accounting Standards No. 7.

----------------------------------------------------------------------------  18

<PAGE>

--------------------------------------------------------------------------------
NEW MILLENNIUM DEVELOPMENT GROUP INC.
(formerly Whatsupmusic.com Inc.)
(A DEVELOPMENT STAGE COMPANY)1
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US DOLLARS)
================================================================================

SEPTEMBER 30, 2001
--------------------------------------------------------------------------------

2.           SIGNIFICANT ACCOUNTING POLICIES (continued)

             (B)   CAPITAL ASSETS

                   Capital assets are recorded at cost and are amortized at the
                   following annual rates:

                          Computer hardware                30% declining balance
                          Computer software                50% declining balance
                          Office furniture and equipment   20% declining balance
                          Website design                   30% declining balance
                          Leasehold improvements           3 year straight line

             (C)   GOODWILL

                   Goodwill is amortized on a straight line basis over a period
                   of five years.


                   Goodwill and any other long-lived assets to be held and used
                   by the Company are continually reviewed to determine whether
                   any events or changes in circumstances indicate that the
                   carrying amount of the asset may not be recoverable. For
                   long-lived assets to be held and used, the Company bases its
                   evaluation on such impairment indicators as nature of the
                   assets, the future economic benefit of the assets, any
                   historical or future profitability measurements, as well as
                   other external market conditions or factors that may be
                   present. In the event that facts and circumstances indicate
                   that the carrying amount of an asset may not be recoverable
                   and an estimate of future undiscounted cash flows is less
                   than the carrying amount of the asset, an impairment loss
                   will be recognized.

             (D)   TRANSLATION OF FOREIGN CURRENCIES

                   Amounts recorded in foreign currencies have been translated
                   into United States dollars as follows:

                   Current monetary assets and liabilities are translated at the
                   rates prevailing at the balance sheet date.

                   Fixed assets and shareholder equity accounts are translated
                   at the rates prevailing on the transaction dates.

                   Deferred expenditures, income and expenses are translated at
                   the average rate for the year.

                   Any gain or loss on translation of foreign currencies is
                   included in net income.

             (E)   CASH AND EQUIVALENTS

                   For the purpose of the statement of cash flows, all
                   investments with a maturity of three months or less are
                   considered to be cash equivalents. There were no cash
                   equivalents as of September 30, 2000 and 2001.

             (F)   LEASEHOLD INDUCEMENTS

                   The benefits arising from lease inducements are taken into
                   income over the term of the lease on a straight-line basis.



----------------------------------------------------------------------------- 19

<PAGE>


--------------------------------------------------------------------------------
NEW MILLENNIUM DEVELOPMENT GROUP INC.
(formerly Whatsupmusic.com Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US DOLLARS)
================================================================================

SEPTEMBER 30, 2001
--------------------------------------------------------------------------------

2.           SIGNIFICANT ACCOUNTING POLICIES (continued)

             (G)   FINANCIAL INSTRUMENTS

                   All significant assets, financial liabilities and equity
                   instruments of the company are either recognized or disclosed
                   in the financial statements together with available
                   information for a reasonable assessment of future cash flows,
                   interest rate risk and credit risk.

             (H)   ESTIMATES

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

             (I)   REVENUE RECOGNITION

                   Revenue realized from CD replication is recognized at the
                   time an order has been placed, fees have been determined,
                   services have been performed, and collection is considered
                   probable.

                   The Company was in the business of selling music over the
                   internet through their website www.whatsupmusic.com. Revenue
                   was recognized at the time an order was placed, music was
                   downloaded, and there are no uncertainties regarding product
                   acceptance, no significant vendor obligations, fees were
                   fixed and determinable and collection was considered
                   probable. As this business was abandoned the corresponding
                   revenue and gross margin have been reclassified to results
                   from discontinued operations.

             (J)   INCOME TAXES

                   Income taxes are provided for using the liability method of
                   accounting in accordance with Statement of Financial
                   Accounting Standards No. 109, "Accounting for Income Taxes".
                   A deferred tax asset or liability is recorded for all
                   temporary differences between financial and tax reporting.
                   Deferred tax expense (benefit) results from the net change
                   during the year of deferred tax assets and liabilities.

             (K)   STOCK BASED COMPENSATION

                   SFAS 123 "Accounting for stock based compensation", defines a
                   fair value based method of accounting for employee stock
                   options. Under this fair value method, compensation cost is
                   measured at the date of grant based on the fair value of the
                   award and is recognized over the vesting period. However SFAS
                   123 allows an entity to continue to measure compensation
                   costs related to stock option costs in accordance with
                   Accounting Principle Board Statement No. 25 (APB 25). The
                   Company has elected to measure compensation related to stock
                   options in accordance with APB 25. Accordingly, since the
                   fair value of the shares was less than the price of the stock
                   options at the date of grant, there is no compensation to be
                   recognized under US GAAP.

             (L)   COMPREHENSIVE INCOME

                   In June 1997, the FASB issued SFAS No. 130 "Reporting
                   comprehensive income". SFAS 130 requires that total
                   comprehensive income and comprehensive income per share be
                   disclosed with equal prominence as net income and net income
                   per share. Comprehensive income is defined as changes in
                   shareholders' equity exclusive of transactions with owners
                   such as capital contributions and dividends. Under SFAS 130,
                   the Company has no material comprehensive income items other
                   than the net loss in any of the years presented.


----------------------------------------------------------------------------  20


<PAGE>

--------------------------------------------------------------------------------
NEW MILLENNIUM DEVELOPMENT GROUP INC.
(formerly Whatsupmusic.com Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US DOLLARS)
================================================================================

SEPTEMBER 30, 2001
--------------------------------------------------------------------------------

3.           LOAN RECEIVABLE

             Loan receivable was from a former officer of the Company and was
             unsecured, bore interest at 7.5% per annum, and had no specific
             terms of repayment. As the officer left the Company during the year
             it was determined at year end that the repayment of the loan was
             unlikely and therefore the loan has been written off.


4.           CAPITAL ASSETS

<TABLE>
<CAPTION>

                                                                     2001                                  2000
        -------------------------------------------------------------------------------------------------------------
                                                 ACCUMULATED                          NET BOOK            NET BOOK
                                         COST                  AMORTIZATION             VALUE               VALUE
        -------------------------------------------------------------------------------------------------------------
        <S>                          <C>                       <C>                   <C>                <C>
        Computer hardware            $   215,600               $   85,274            $  130,326         $  203,565

        Computer software                  5,746                    3,532                 2,214              4,429

        Office furniture and
            equipment                     16,789                    4,589                12,200             15,250

        Web site design                     --                        --                    --              39,613

        Leasehold
            Improvements                    --                        --                    --              27,041


        -------------------------------------------------------------------------------------------------------------
                                     $   238,135               $   93,935            $  144,740         $  289,898
        -------------------------------------------------------------------------------------------------------------

</TABLE>

             During the year the lease of office premises was terminated.  The
             related leasehold  improvements and leasehold inducements were
             written off.  A loss was recognized on the termination as follows:

             Leasehold improvements                      $  30,421
             Less accumulated amortization                  (8,450)
             Leasehold inducements deferred                (21,707)
             Less accumulated amortization                   6,029
             --------------------------------------------------------------

             Loss on termination                          $  6,293
             --------------------------------------------------------------

----------------------------------------------------------------------------  21

<PAGE>


5.           LOANS PAYABLE

<TABLE>
<CAPTION>

                                                                                               2001                   2000
                                                                                            ----------            -----------
             <S>                                                                            <C>                   <C>
             Promissory note payable to an officer, unsecured bears
             interest at 10% per annum compounded annually and with no
             specific terms of repayment.                                                   $  155,629            $  142,409


             Loan payable to an officer,  unsecured,  non-interest bearing
             and with no specific terms of repayment.                                          193,689               163,104

             Loans payable to an officer, unsecured, non-interest
             bearing and with no specific terms of repayment                                    63,812                 --
             ----------------------------------------------------------------------------------------------------------------

                                                                                            $  413,130            $  305,513
             ----------------------------------------------------------------------------------------------------------------

</TABLE>

----------------------------------------------------------------------------  22

<PAGE>

--------------------------------------------------------------------------------
NEW MILLENNIUM DEVELOPMENT GROUP INC.
(formerly Whatsupmusic.com Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (US DOLLARS)
================================================================================

SEPTEMBER 30, 2001
--------------------------------------------------------------------------------

6.           DUE TO RELATED PARTIES

             Due to a Canadian public company with common officers,
             non-interesting bearing and with no specific terms of repayment.

7.           LONG TERM DEBT

<TABLE>
<CAPTION>



                                                                                       2001              2000
                                                                                       ----              ----
                 <S>                                                                 <C>              <C>
                 Note payable to two officers with no specific term of
                 repayment and bearing interest at 8% per annum                      $  36,989        $  36,173
                 ------------------------------------------------------------------------------------------------

</TABLE>


8.           SHARE CAPITAL

             (A)   STOCK OPTIONS

                   As at September 30, 2000, options were outstanding for the
                   purchase of common shares as follows:

<TABLE>
<CAPTION>


                   Number of Shares         Expiry Date       Price per share
                   -----------------------------------------------------------
                   <S>                      <C>                   <C>
                     750,000                May 1, 2002           $ 1.00
                   1,250,000                May 1, 2005           $ 1.00

</TABLE>


             (B)   WARRANTS

                   During the year ended September 30, 2000 the Company issued
                   3,200,000 units through a private placement. Each unit
                   consists of one common share of the Company and one share
                   purchase warrant to purchase one common share of the Company
                   at an exercise price of $0.25, expiring March 15, 2002. As at
                   September 30, 2001 3,200,000 warrants were outstanding.

9.                 LEASE COMMITMENTS

                   During the year ended September 30, 2001 the lease for office
                   space was terminated (note 4). The Company is currently
                   leasing premises on a month to month basis.

----------------------------------------------------------------------------- 23



<PAGE>


Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial disclosure.

No changes or Disagreements


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.

                                   MANAGEMENT

A. Directors and Management


Name                          Age                          Position
Riz Alikhan                   36               Chief Executive Officer, Director
Ian Stuart                    39               President, Director

Riz Alikhan is our Chief Executive Officer. Between 1996 and 1998 Mr. Alikhan
worked at Goepel McDermid as a broker. From 1998 to 1999, Mr. Alikhan helped
launch Entertainment Boulevard Ltd., a company in the business of on-line video
distribution. Mr. Alikhan holds a Bachelor of Science degree from the University
of Pittsburgh.

Ian Stuart has been our President since March 2000. Prior to joining us, Mr.
Stuart was sales manager for Baum Publications for 14 years. While there, he
developed international marketing and advertising campaigns for numerous
multi-national companies. Mr. Stuart received a Bachelor of Arts degree from
Simon Fraser University.

B. Compensation of Directors

Our directors do not currently receive any cash compensation for services on the
board of directors or any committee thereof.

Item 10. Executive Compensation.

No compensation was paid to our executive officers for the fiscal year ended
September 30, 1998. The following table sets forth information concerning the
compensation we paid for services rendered during our fiscal years ended
September 30, 2000 and September 30, 1999 by our executive officers.


Item 11. Security Ownership of Certain Beneficial Owners and Management.


The following table presents information with respect to beneficial ownership of
our common stock as of January 12, 2002:


 o Each person or entity who beneficially owns more than 5% of the common stock;


 o Each of our directors;


o Each of our executive officers; and


o All executive officers and directors as a group.


----------------------------------------------------------------------------- 24

<PAGE>




Unless otherwise indicated, the address for each person or entity named below is
c/o New Millennium Development Group, #124 - 2323 Boundary Road, Vancouver, BC
V5M 4V8. The following table sets forth information concerning individual grants
of stock options made during the last completed fiscal year to each of the named
executive officers.


OPTION GRANTS IN THE LAST TWO FISCAL YEARS (Individual Grants) Number of Percent
of Securities Total Options Underlying Granted to Exercise Options Employees in
of Base Name


                Granted           Price                 Expiration Date

Riz Alikhan     250,000         $1.00/share              March 15, 2002


Ian Stuart      250,000         $1.00/share              March 15, 2002


The table includes all shares of common stock issuable within 60 days of January
12, 2002 upon the exercise of options and other rights beneficially owned by the
indicated stockholders on that date. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to securities. Except
as indicated by footnote, and except for community property laws where
applicable, the persons named in the table below have sole voting and investment
power with respect to all shares of common stock shown as beneficially owned by
them. The applicable percentage of ownership is based on 14,495,300 shares of
common stock outstanding on a fully diluted basis as of January 12, 2001.


The number of shares of common stock ,000 * Cede & Co. (13) 3,300,365 21.0 All
executive officers and 600,000 4.1 directors as a group (3 persons)
(14)Represents Beneficial Ownership of less than 1%.


(1) Includes 400,000 shares of common stock issuable upon the exercise of
warrants exercisable within 60 days of January 12, 2002.


(2) Consists of 250,000 shares of common stock issuable upon the exercise of
stock options, granted to Mr. Alikhan, a director and our CEO, exercisable
within 60 days of January 12, 2002.


(3) Includes 400,000 shares of common stock issuable upon the exercise of
warrants exercisable outstanding on a fully diluted basis includes 3,200,000
shares of common stock issuable upon the exercise of certain outstanding
warrants and 2,000,000 shares of common stock issuable upon the exercise of
certain options.


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<PAGE>


                                        Shares Beneficially Owned

Name of Beneficial Owner            Number                  Percent


Ray Alikhan (1)                    800,000                    5.5


Riz Alikhan (2)                    250,000                    1.7


Brunswick Ltd. (3)               1,122,400                    7.7


Coradene Ltd. (4)                1,250,000                    8.6


Freedom Investments Ltd. (5)     1,000,000                    6.9


Incubus Investments Ltd. (6)     1,250,000                    8.6


Lori Ltd. (7)                      800,000                    5.5


Maybourne Ltd. (8)               1,022,400                    7.7


Safecrest (PAK) Ltd. (9)           800,000                    5.5


Ian Stuart (10)                    250,000                    1.7


Wireless Consulting Inc. (11)      800,000                    5.5


John Karroll (12) 100ithin 60 days January 12, 2002 and 100,000 shares of common
stock issuable upon the exercise of stock options exercisable within 60 days of
January 12, 2002.


Claire and Peter Batiste are the principal partners of Brunswick Ltd.


(4) Includes 400,000 shares of common stock issuable upon the exercise of
warrants exercisable within 60 days of January 12, 2002 and 450,000 shares of
common stock issuable upon the exercise of stock options exercisable within 60
days of January 12, 2002.


(5) Andrew Meade is the principal partner of Freedom Investments Ltd. 16


(6) Includes 400,000 shares of common stock issuable upon the exercise of
warrants exercisable within 60 days of January 12, 2002 and 450,000 shares of
common stock issuable upon the exercise of stock options exercisable within 60
days of January 12, 2002. Craig Lines is the principal partner of Incubus
Investments, Ltd.


(7) Includes 400,000 shares of common stock issuable upon the exercise of
warrants exercisable within 60 days of January 12, 2002. Russel Michel is the
principal partner of Lori Ltd.


(8) Includes 400,000 shares of common stock issuable upon the exercise of
warrants exercisable within 60 days of January 12, 2002. Julie de Jersey is the
principal partner of Maybourne Ltd.


(9) Includes 400,000 shares of common stock issuable upon the exercise of
warrants exercisable within 60 days of January 12, 2002. Sara Musharif and Akbar
Alikhan are the principal partners of Safecrest (PAK) Ltd.


(10) Consists of 250,000 shares of common stock issuable upon the exercise of
stock options, granted to Mr. Stuart, a director and our President, exercisable
within 60 days of January 12, 2001.


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<PAGE>


(11) Includes 400,000 shares of common stock issuable upon the exercise of
warrants exercisable within 60 days of January 12, 2002. Kevin Gunther is the
principal partner of Wireless Consulting Inc.


(12) Consists of 100,000 shares of common stock issuable upon the exercise of
stock options, granted to Mr. Karroll, exercisable within 60 days of January 12,
2002.


(13) Canadian Depository is the principal owner of Cede and Co.


(14) Consists of 600,000 shares of common stock issuable upon the exercise of
stock options exercisable within 60 days of January 12, 2002.


Item 12. Certain Relationships and Related Transactions.


Since our inception in March 1997, we have never been a party to any transaction
or series of similar transactions in which the amount involved exceeded or will
exceed $60,000 and in which any director, executive officer or holder of more
than 5% of our common stock had or will have an interest, other than as
described under Item 9 above and the transactions described below. No person or
entity who may be considered a promoter has received or will receive anything of
value from us. Further, we have neither acquired nor will we acquire any assets
from a promoter. As of December 23, 1999 Riz Alikhan, our Chief Executive
Officer and a director, had loaned, through a series of advances, a total of
$132,221 to us for general administrative expenses and business development. The
principal of the loan, together with interest accruing at the annual rate of ten
percent (10%), is due and payable but with new specific terms of repayment. The
advances were consolidated in a promissory note dated December 23, 1999 and
renewed December 22nd 2001 and may be prepaid, in whole or in part at any time,
upon written agreement entered into by and between Riz Alikhan and us.


Item 13. Exhibits and Reports on Form 8-K.


Exhibit Index


Exhibit No.               Description


   3.1            Amended Articles of Incorporation of New Millennium
                  Development Group Inc.


   3.2            Bylaws of New Millennium Development Group Inc. Letter
                  Agreement with John Karroll dated March 20, 2000 regarding
                  employment and stock options.


 10.16            Promissory Note in favor of Riz Alikhan dated December 23,
                  1999.


 10.17            Stock Purchase Agreement between the registrant, Angelaudio
                  Systems, Inc. and the Shareholders of Angelaudio Systems, Inc.
                  dated April 26, 2000.


 10.18            Subscription Agreement between Core Systems, Inc. and
                  Safecrest (PAK) Ltd.


 10.19            Subscription Agreement between Core Systems, Inc. and Coradene
                  Ltd.


 10.20            Subscription Agreement between Core Systems, Inc. and Ray
                  Alikhan


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<PAGE>


 10.21            Subscription Agreement between Core Systems, Inc. and Lori
                  Ltd.


 10.22            Subscription Agreement between Core Systems, Inc. and Incubus
                  Investments Ltd.


 10.23            Stock Purchase Warrant in favor of Safecrest (PAK) Ltd. dated
                  March 15, 2000.


 10.24            Stock Purchase Warrant in favor of Ray Alikhan dated March 15,
                  2000.


 10.25            Stock Purchase Warrant in favor of Coradene Ltd. dated March
                  15, 2000.


 10.26            Stock Purchase Warrant in favor of Lori Ltd. dated March 15,
                  2000.

 10.27            Stock Purchase Warrant in favor of Brunswick Ltd. dated March
                  15, 2000.


 10.28            Stock Purchase Warrant in favor of Wireless Consulting Inc.
                  dated March 15, 2000.


 10.29            Stock Purchase Warrant in favor of Incubus Investments Ltd.
                  dated March 15, 2000.


 10.30            Stock Purchase Warrant in favor of Maybourne Ltd. dated March
                  15, 2000.


 10.31            Stock Option Agreement between Angelaudio.com, Inc. and Ian
                  Stuart dated May 1, 2000.


 10.32            Stock Option Agreement between Angelaudio.com, Inc. and Riz
                  Alikhan dated May 1, 2000.


 10.33            Stock Option Agreement between Angelaudio.com, Inc. and John
                  Karroll dated May 1, 2000.


 10.34            Stock Option Agreement between Angelaudio.com, Inc. and
                  Brunswick Ltd. dated May 1, 2000.


 10.35            Stock Option Agreement between Angelaudio.com, Inc. and TKO
                  Entertainment dated May 1, 2000.


 10.36            Stock Option Agreement between Angelaudio.com, Inc. and
                  Incubus Investments Ltd. dated May 1, 2000.


 10.37            Stock Option Agreement between Angelaudio.com, Inc. and
                  Coradene Ltd. dated May 1, 2000.


 10.38            Stock Option Agreement between Angelaudio.com, Inc. and
                  Manitoba Ltd. dated May 1, 2000.


 10.39            Assignment Agreement between Angelaudio.com, Inc. and Riz
                  Alikhan dated December 23, 1999.



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<PAGE>


                                   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.





                               New Millennium Development Group Inc.

                                     --------------------------------


                               (Registrant)


                               By /s/ Ian Stuart
                                  ----------------------------------------------
                                  (Ian Stuart, President)


                                  Date January 16, 2002


                       -----------------------------------


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


Signature                             Title                    Date


 /s/ Ian Stuart Director /          President            January 16, 2002










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