U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-KSB

[X]Annual report under section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended September 30, 2003.

Transition report under section 13 or 15(d) of the Securities Exchange Act of
1934 for the transition period from

                          Commission File No: 000-26493

                     New Millennium Development Group, Inc.
                     (Name of small business in its charter)

         Nevada                                                  88-0390251
------------------------                                     -------------------
(State of Incorporation)                                        (IRS Employer
                                                             Identification No.)
                    10 SE 1st Avenue, DelRay Beach, FL 33444
                      Address of Principal Executive Office

                    Issuer's telephone number: (954) 584-3443

Securities registered under Section 12(b) of the Act: None

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

Common Stock, no par value.

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 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.

         State issuer's revenue for its most recent fiscal year: $0

         State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked priced of such stock, as of a specified date within
the past 60 days (See definition of affiliate in Rule 12b-2): 0

         Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

         (Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date: 27,300,000 as of July 15, 2004. Documents incorporated by
reference. If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g. Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification purposes.

<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

         We were 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. On April 15, 2000, we
acquired all the issued and outstanding shares of Angelaudio.com, a private
company incorporated in the State of Nevada in return for the issuance of
2,000,000 common shares of treasury stock having a total par value of $2,000.
Angelaudio.com subsequently changed its name to Angelaudio Systems, Inc.
("ASI"). The acquisition was accounted for using the purchase method with the
results of operation of ASI included in the consolidated financial statements
from the date of acquisition. As a result, we 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. In 2001, through our former web site
www.IceDigitalMedia.com, we intended to provide a vehicle for promoting music
services, purchasing web design, CD replication for music, e-business cards and
internet related corporate services. However, the business was not a success and
on or about March, 2002, we ceased operations.

         After we ceased business operations, we looked to acquire an operating
business. Pursuant to an agreement dated August 22, 2003, which closed in
January 2004, we acquired and eventually closed on a transaction with Millennium
National Events, Inc. Pursuant to the Stock Purchase Agreement, we issued
approximately 96% of our stock for 100% of the issued and outstanding stock of
Millennium National Events, Inc. This transaction is being treated as a reverse
acquisition in accordance with SEC regulations.

         We are now a fully integrated event promoter which owns, partially or
entirely, and/or operates to some extent, 30 events, nationwide. We book and
promote almost every type of event from live entertainment events such as music
and sports, to tours such as music festivals, comedy tours, magic acts, figure
skating shows, boxing, gymnastics tours, motivational speaking tours and other
special events. We book and promote such events in a number of venue types and
their events will usually be showcased in stadiums with seating of 32,000 or
more, amphitheaters or arenas with seating of 5,000 to 32,000, clubs that
typically have less than 2,000 seats, and theaters and playhouses seating 100 to
5,000.

         In connection with a particular event, we may organize the event,
provide the talent, sell the corporate advertising and sponsorships and
negotiate distribution and other ancillary rights. As promoter, we typically
market events and tours, sell tickets, rent or otherwise provide event venues,
and arrange for local production services. As producer, we create tours and
other events, and develop and manage Touring Shows.

         Our current roster of event sponsors includes such names as: WM
Wrigley, American Express, Office Depot, Verizon, Italian Rose, TWA, Power
Sports, Pizza Hut, Coca-Cola, Samuel Adams, Clear Channel Communications,
Viacom, Infinity Broadcasting, Budweiser, COX Broadcasting, NBC local
affiliates, Brown Foreman (Jack Daniels), Southern Wine & Spirits, Viking Ovens
and Bergwater Vineyards.

         We perform research to determine what people want and we give it to
them. We believe that we make our events fun and interesting so that people
laugh and experience enjoyment and pleasure. We also believe that we deliver
amusement and satisfaction while giving people maximum exposure to the arts and
culture which brings joy to the quality of their life. We plan to use innovative
event marketing to increase admissions, sponsorship and advertising revenues and
to develop ticketing strategies more accurately reflecting demand, resulting in
increased overall attendance and increases in both lower priced and premium
priced tickets. In addition, we believe that we can increase the profitability
of venues for their owners by creating more events and offering premium ticket
packages.

                                       1
<PAGE>

         We believe our special advantage in the event industry is our ability
to create innovative marketing strategies that include a diverse assortment of
marketing efforts built around show business type marketing techniques to blitz
its audience. Our live marketing programs are generally specialized advertising
campaigns designed to promote a client's product or service by providing samples
or demonstrations in a live format, typically at malls, beaches, ski resorts,
water sport facilities, movie theaters and college campuses. As a promoter, we
typically book talent or tours, sell tickets and advertise the event to attract
ticket buyers. For the event, we either provide one of our leased venues or we
rent the venue the act demands, arrange for production services, and sell
sponsorships. When we provide our venue, we generally receive a percentage of
revenues from concessions, merchandising, parking and premium box seats.

         As a producer or manager of an event, we generally develop the event,
hire artistic talent, schedule performances in select venues, promote tours and
sell sponsorships. We derive revenue from a percentage of the promoters' ticket
sales. We also derive revenues from guarantees and from profit sharing
agreements related to co-promotion, merchandising, sponsorships and concessions.

         As the creator and owner of events, the operations which we derive
revenue consist mainly from ticket sales, corporate sponsorships, concessions,
and merchandise. An event operator typically receives, for each event it hosts,
a fixed fee or all of the ticket sales for use of the venue, as well as fees
representing a percentage of total concession sales from the vendors and total
merchandise sales from the performer or tour producer. We generally receive 100%
of sponsorship revenues and a portion of the ticket handling charges.

         Corporate sponsorship includes the naming rights of events. We also
designate providers of concessions and "official" event or tour sponsors such as
credit card companies, phone companies and beverage companies, among others.
Sponsorship arrangements can provide significant additional revenues. We believe
that the national venue network we have assembled will likely attract major
corporate sponsors and enable us to sell national sponsorship rights at a
premium over local or regional sponsorship rights. We also believe that our
relationships with advertisers will enable us to better utilize available
advertising space, and that the combined attention of our audiences nationwide
will create the opportunity for advertisers to access a nationwide market.

OVERVIEW OF THE EVENT INDUSTRY

         The event promotion industry consists primarily of regional promoters
focused generally in one or two major metropolitan markets. Typically, to
initiate a live entertainment event, a booking agent contracts with a performer,
team, or community to arrange an event and date, or series of events and dates,
for the actual event. The booking agent in turn contacts a promoter or promoters
in the locality or region of the relevant event(s).

                                       2
<PAGE>

         The promoter markets the event(s), sells tickets, rents or otherwise
provides the event venue, and arranges for production services. In certain
instances, particularly in connection with music festivals, a promoter may also
provide limited production services. Individual industry participants, such as
New Millennium Development Group, Inc., often perform more than one of the
booking, promotion and event operation functions.

         The booking agent generally receives from the performers a fixed fee
for its services or, in some cases, a fee based on the success of the event(s).
The promoter typically agrees to pay the performer the greater of a guaranteed
amount, or a profit-sharing payment based on gross ticket and event ancillary
sales, therefore assuming the risk of an unsuccessful event. The promoter sets
ticket prices and advertises the event based on covering expenses and generating
profits. If the event is unprofitable, a promoter will sometimes renegotiate a
lower guarantee to lessen the promoter's losses, in a process known as
"settlement." In some instances, the promoter agrees to accept a fee from the
booking agent for the promoter's services, and the booking agent bears the
financial risk of the event.

         A venue operator typically contracts with a promoter to rent its venue
for a specific event on a specific date(s) and will typically receive for each
event it hosts a fixed fee or a percentage of ticket sales for use of the venue,
as well as a fee representing between 40-50% of total concession sales. The
venue operator provides services such as concessions, parking, security, ushers
and ticket-takers, and receives ancillary sales from concessions, merchandise,
sponsorships, parking and premium box seats.

         The major areas of focus within the live entertainment industry include
music, arts and culture, community, charity, sports and family entertainment. We
believe that our growing leadership position in the industry will enhance our
ability to maximize ancillary sales opportunities, including corporate
sponsorship sales, advertising, concession sales and product merchandising.

Competition.

         We face competition from other companies in the industry, most of which
are better established and better financed than we are. There is no assurance
that we will be able to successfully compete with these companies.

Intellectual Property.

         We have no patents, trademarks, licenses, franchises, concessions,
royalty agreements or labor contracts.

                                       3
<PAGE>

Government Regulation.

         Our operations will be subject to extensive and ever-changing federal,
state and local laws and regulation by government agencies, such as the United
States Occupational Safety and Health Administration ("OSHA"). We are subject to
significant compliance burdens from this extensive regulatory framework that may
substantially increase our operational costs.

Research and development.

         We have spent no time or money on research or development since our
inception.

Employees.

         We currently have no employees. Our current officers will be
responsible for implementing our proposed plan of operations and directing our
operations.

Patents

         We have no patents, nor are we in the process of trying to obtain any
patents at this time.

ITEM 2.  DESCRIPTION OF PROPERTY.

         Prior to acquiring Mellenium, we owned and leased no property.

ITEM 3.  LEGAL PROCEEDINGS.

         We are not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated. No director, officer or affiliate of
us or owner of record or beneficial owner of more than 5.0% of our securities,
or any associate of any such director, officer or security holder is a party
adverse to us or has a material interest adverse to us in reference to pending
litigation.

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

         No matters were submitted to a vote of our security holders Company
during the fourth quarter of the fiscal year which ended September 30, 2003.

                                       4
<PAGE>
                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
         The Company's Common Stock trades in the over-the-counter market under
symbol NWMD the OTC Electronic Pink Sheets. The following table shows the
quarterly high and low bid prices for fiscal years 2002 and 2003 as reported by
the National Quotations Bureau Incorporated. These prices reflect inter-dealer
quotations without adjustments for retail markup, markdown or commission, and do
not necessarily represent actual transactions.

         FISCAL YEAR      PERIOD                    HIGH              LOW
         -----------      ------                    ----              ---

         2002             First Quarter             $0.23             $0.05
                          Second Quarter            $0.38             $0.10
                          Third Quarter             $0.33             $0.30
                          Fourth Quarter            $0.07             $0.02

         2003             First Quarter             $0.07             $0.01
                          Second Quarter            $0.02             $0.01
                          Third Quarter             $0.03             $0.007
                          Fourth Quarter            $0.02             $0.001

         No dividends have been declared or paid on the Company's securities,
and it is not anticipated that any dividends will be declared or paid in the
foreseeable future.

         If a market does develop for our common stock, there is a likelihood
that the Penny Stock regulations would impact on that market. Broker-dealer
practices in connection with transactions in penny stocks are regulated by
certain penny stock rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of $5.00 or less.
Penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction.

         These disclosure requirements may have the effect of reducing the level
of trading activity in the secondary market for a stock that becomes subject to
the penny stock rules. Our shares will likely be subject to such penny stock
rules and our shareholders will in all likelihood find it difficult to sell
their securities.

         No market exists for our securities and there is no assurance that a
regular trading market will develop, or if developed will be sustained. A
shareholder in all likelihood, therefore, will not be able to resell the
securities referred to herein should he or she desire to do so. Furthermore, it
is unlikely that a lending institution will accept our securities as pledged


                                       5
<PAGE>

collateral for loans unless a regular trading market develops. There are no
plans, proposals, arrangements or understandings with any person with regard to
the development of a trading market in any of our securities.

         As of the date of this registration, we had 40 holders of record of our
common stock. There is currently one class of common stock outstanding.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Overview

         This discussion should be read in conjunction with the consolidated
financial statements and related footnotes. Our discussion is presented on both
a consolidated and segmented basis. Income tax expense is managed on a total
company basis and is, therefore, reflected only in our discussion of
consolidated results.

Results of Operations

         In fiscal 2003, we did not have revenues from operations. The losses
accumulated since inception were incurred for formation and reinstatement costs
of the Company and operating expenses since formation. We do not expect costs of
this nature, with the exception of the minimal operating expenses, to continue
in the future, but there can be no assurance that similar expenses will not be
incurred.

Liquidity and Capital Resources

         On September 30, 2003, we had no material cash or other assets with
which to conduct operations. There can be no assurance that we will be able to
complete our business plan and to exploit fully any business opportunity that
management may be able to locate on our behalf. Company. Management believes
that we have inadequate working capital to pursue any operations at this time,
and as such we intend to seek additional financing through loans, the sale and
issuance of additional debt and/or equity securities, or other financing
arrangements. We do not intend to pay dividends in the foreseeable future. As of
the end of the reporting period, we had not material change in cash or cash
equivalents. There was no significant change in working capital during this
quarter.

ITEM 7.

         See attached Financial Statements.



                                       6
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         The Company and Mac Kay LLP, chartered accountants mutually agreed to
terminate their relationship. Mac Kay LLP's report of the Company's September
30, 2002 and 2001 financial statements did not include a modification disclaimer
or adverse opinion. During fiscal 2001 and 2002, there were no disagreements
between the Company and Mac Kay LLP, on any matters of accounting principals and
practices, financial statement disclosure or procedure. The Company has now
retained Berenfeld Spritzer Shechter and Sheer as its new independent auditors.


ITEM 8A. CONTROLS AND PROCEDURES

         In accordance with Exchange Act Rules 13a-15 and 15d-15, the Company's
management carried out an evaluation with the participation of the Company's
Chief Executive Officer and Chief Operating Officer Chief Financial Officer, its
principal executive officer and principal financial officer, respectively, of
the effectiveness of the Company's disclosure controls and procedures as of the
end of the period covered by this report. Based upon that evaluation, the Chief
Executive Officer and Chief Operating Officer concluded as of the end of the
period covered by this Form 10-KSB that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company required to be included in periodic reports filed under
the Securities Exchange Act of 1934, as amended. There were no changes in the
Company's internal controls over financial reporting identified in connection
with the evaluation by the Chief Executive Officer and Chief Financial Officer
that occurred during the Company's fourth quarter that have materially affected
or are reasonably likely to materially affect the Company's internal controls
over financial reporting.

                                       7
<PAGE>
                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The directors and executive officers currently serving the Company are
as follows:

                NAME                       AGE                 POSITIONS HELD
                ----                       ---                 --------------
         Mitchell Steinberg                44                  Chairman & COO
         Robert McAllister                 47                  President & CEO

         The directors named above will serve until the next annual meeting of
the our stockholders. Thereafter, directors will be elected for one year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated. There is no arrangement or
understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected
as a director or officer. Our directors manage our affairs on an "as needed"
basis, which, depending on the circumstances, could amount to as little as two
hours per month, or more than forty hours per month, but more than likely will
fall within the range of five to ten hours per month.

Biographical Information

         Mitchell S. Steinberg. Since May 1997 Mr. Steinberg has served as the
Chairman and Chief Operating Officer of Millennium National Events Inc. From
1993 through 1997 Mr. Steinberg was President of Cause Events a company that
produced events throughout South Florida. In 1997 Millennium National acquired
Cause Events.

         ROBERT G. MCALLISTER, 47. Mr. McAllister was Chairman & CEO of Titan
Investment Corp. from 1992 to 1997. In 1998 Mr. McAllister started Supreme
Promotions & Co, Inc., which was acquired by Millennium National Events in 2000.
Mr. McAllister is President and CEO of Millennium National Events and will be
responsible for raising capital, securing the company's credit lines and
delivering on the company's commitment to growth though acquisition.

Employees

         Millennium has an average of 25 independent contractors that it hires
almost continuously throughout the year to work at the independent events. On
average these independents have been working for Millennium almost 5 years. Our


                                       8
<PAGE>

contractors work for a daily wage plus a percentage of their concession. During
out of town events our contractors are also paid a per diem living expense.

         We have no employees. We do not anticipate hiring any additional
employees until our revenues or demand for our products reaches a sufficient
level to mandate hiring additional employees. There are no family relationships
among our officers, directors, or nominees for such positions. None of our
directors, executive officers, promoters or control persons has been involved in
any legal proceedings material to the evaluation of the ability or integrity of
any of the aforementioned persons.

         We do not have an audit committee and instead, the Board of Directors
assumes the responsibilities which would otherwise have been the audit
committee. The Board of Directors has yet to designate a financial expert at
this time, but expects to do so in the very near future.

ITEM 10. EXECUTIVE COMPENSATION.

         No officer or director received any remuneration from the Company
during the fiscal year. Until the Company acquires additional capital, it is not
intended that any officer or director will receive compensation from the Company
other than reimbursement for out-of-pocket expenses incurred on behalf of the
Company. See "Certain Relationships and Related Transactions." The Company has
no stock option, retirement, pension, or profit-sharing programs for the benefit
of directors, officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the future.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         As of March 29, 2004, there were 27,230,000 shares of our common stock,
no par value outstanding. The following tabulates holdings of our shares by each
person who, subject to the above, at the date of this registration, holds of
record or is known by our management to own beneficially more than 5.0% of the
common shares and, in addition, by all of our directors and officers
individually and as a group. To the best of our knowledge, each named beneficial
owner (1) has sole voting and investment power with respect to the shares set
forth opposite his name.

         TITLE OF CLASS   BENEFICIAL OWNER        AMOUNT OWNERSHIP   PERCENT
         --------------   ----------------        ----------------   -------
         Common           Mitchell Steinberg*     11,600,000         42.6
         Common           Robert McAllister*      11,600,000         42.6

----------
* For purposes of this filing, the addresses of both Mr. Steinberg and
  Mr. McAllister is that of the Company.


                                       9
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

         (a) The Exhibits listed below are filed as part of this Annual Report.

         EXHIBIT NO.                    DOCUMENT
         -----------                    --------

            3.1       Articles of Incorporation (incorporated by reference from
                      Registration Statement on Form 10-SB filed with the
                      Securities and Exchange Commission under File No. 0-50057.

            3.2       Bylaws (incorporated by reference from Registration
                      Statement on Form 10-SB filed with the Securities and
                      Exchange under File No. 0-50057.

            31.1      Officers's Certification Pursuant to Section 302 Provided
                      herewith

            32.1      Certification Pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002 Provided herewith

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         (1) Audit Fees billed for 2003 (year of inception) for professional
services rendered by the principal accountant for the audit of the registrant's
annual financial statement and review of financial statements included in the
registrant's Form 10-kSB - $20,000.

         (2) Audit-Related fees for 2003 not reported under Item 9(e)(1) of
Schedule 14A - none

         (3) Tax Fees for 2003-none

         (4) ) All Other Fees for 2003 - none

                                       10
<PAGE>
                                   SIGNATURES

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


                                         Millennium National Events

                                         By: /s/ Robert McAllister
                                            ------------------------------------
                                                 Robert McAllister, President

Date: August 12,  2004



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.

/s/ Mitchel Steinberg               Director/COO              8/12/2004
----------------------------
Mitchel Steinberg


/s/ Robert McAllister               Director/President        8/12/2004
----------------------------
Robert McAllister

                                       11



<PAGE>

              NEW MILLENNIUM DEVELOPMENT GROUP, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS
                       AND REPORT OF INDEPENDENT AUDITORS

                           SEPTEMBER 30, 2003 AND 2002

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders of
New Millennium Development Group, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheet of New Millennium
Development Group, Inc. and Subsidiary (a development stage company) as of
September 30, 2003 and the related statement of operations, stockholders' equity
and cash flows for the year 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 audit in accordance with generally accepted auditing standards.
Those standards required that we plan and perform the audit to obtain reasonable
assurance about 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.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of New
Millennium Development Group, Inc. and Subsidiary as of September 30, 2003 and
the results of its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.

The accompanying financial statements 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 the shareholders or other sources to sustain operations. These conditions
raise substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



Berenfeld Spritzer Shechter and Sheer
Certified Public Accountants
Sunrise, FL
March 26, 2004

                                      F-1
<PAGE>
CHARTERED                                       1100 - 1177 West Hastings Street
ACCOUNTANTS                                     Vancouver, BC  V6D 4T5
                                                Tel:  604-687-4511
                                                Fax:  604-687-5805
                                                Toll Free:  1-800-351-0426
                                                www.MacKayLLP.ca

Auditors' Report

To the Stockholders of
New Millennium Development Group Inc.


We have audited the consolidated balance sheet of New Millennium Development
Group Inc. (a development stage company) as at September 30, 2002 and the
consolidated statement of operations, changes in stockholders' equity, and cash
flows for the year 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 audit in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform an audit
to obtain reasoncable 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 inall
material respects, the financial position of the Company as at September 30,
2002 and the results of its operations and its cash flows for the year 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
form 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.



Vancouver, Canada.                               /s/ MacKay LLP
January 13, 2003                                 Chartered Accountants

                                      F-2
<PAGE>

              NEW MILLENNIUM DEVELOPMENT GROUP, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                        As of September 30, 2003 and 2002

<TABLE>
<CAPTION>
                                                                  2003            2002
                                                               -----------    -----------
<S>                                                            <C>            <C>
Current asset
     Cash                                                      $         7    $         7
     Amounts due from taxing authorities                            12,501         10,744
     Prepaid expenses and other current assets                          --         42,750
                                                               -----------    -----------
        Total current assets                                        12,508         53,501

Property and equipment, net                                             --         87,095

Total Assets                                                   $    12,508    $   140,596
                                                               ===========    ===========


Current liabilities
     Accounts payable and accrued liabilities                  $   164,069    $   193,267
     Loans payable                                                 418,367        419,209
     Due to affiliates                                             106,768         91,348
                                                               -----------    -----------
        Total current liabilities                                  689,204        703,824

Long-term debt                                                      39,306         39,306

Total Liabilities                                                  728,510        743,130
                                                               -----------    -----------


Common stock (50,000,000 authorized; $.001 par value
     9,379,500 and 10,295,000 shares issued and outstanding)         9,879         10,295
Additional paid-in capital                                       1,038,200        921,005
Deficit accumulated during the development stage                (1,764,081)    (1,533,834)
                                                               -----------    -----------
     Total stockholders' deficit                                  (716,002)      (602,534)
                                                               -----------    -----------

Total Liabilities and Stockholders' Deficit                    $    12,508    $   140,596
                                                               ===========    ===========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements

                                      F-3
<PAGE>
              NEW MILLENNIUM DEVELOPMENT GROUP, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
  For the Years Ended September 30, 2003 and 2002 and Cumulative from Inception
<TABLE>
<CAPTION>
                                              Cumulative from
                                            Inception (February      Year ended            Year ended
                                               19, 1997) to        September 30,          September 30,
                                            September 30, 2003          2003                  2002
                                            -------------------    -------------          -------------
<S>                                             <C>                  <C>                   <C>
Revenues                                           132,840                    --                70,100

Cost of sales                                       56,785                    --                32,169
                                                ----------           -----------           -----------

Gross profit                                        76,055                    --                37,931

General and adminstrative expense                1,530,237               162,184               248,258
                                                ----------           -----------           -----------

Net loss from operations                        (1,454,182)             (162,184)             (210,327)
                                                ----------           -----------           -----------

Other income (expenses)
     Write-off of advances
      and loans receivable                         (45,906)                   --                    --
     Loss on write-off of property and
      equipment                                    (68,063)              (68,063)                   --
     Loss on termination of lease                   (6,293)                   --                    --
                                                ----------           -----------           -----------
      Total other expenses                        (120,262)              (68,063)                   --
                                                ----------           -----------           -----------

Loss from continuing operations                 (1,574,444)             (230,247)             (210,327)
                                                ----------           -----------           -----------

Discontinued operations
     Gross profit                                   (1,718)                   --                    --
     Write-off of capitalized
      web-site design                              (24,699)                   --                    --
     Impairment of goodwill                       (163,220)                   --                    --
     Loss from discontinued operations            (189,637)                   --                    --
                                                ----------           -----------           -----------


Net Loss                                        (1,764,081)             (230,247)             (210,327)
                                                ==========           ===========           ===========

Basic and diluted loss per share                                     $     (0.02)          $     (0.02)
                                                                     ===========           ===========

Weighted average number
     of shares outstanding                                            11,735,865            10,379,136
                                                                     ===========           ===========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements

                                      F-4
<PAGE>
              NEW MILLENNIUM DEVELOPMENT GROUP, INC. AND SUBSIDIARY
                          (a Development Stage Company)
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
                                                                                                                     Deficit
                                                                                                                   Accumulated
                                                                                   Additional          Stock        During the
                                                    Common                          Paid-in         Subcriptions    Development
                                                     Stock           Amount         Capital          Receivable         Stage
                                                   ----------       --------       -----------      ------------   ------------
<S>                                                <C>              <C>            <C>                <C>            <C>
Balance at February 19, 1997 and
    September 30, 1998                                     --       $     --       $        --        $      --      $        --

Stock issued for services                              20,000             20             1,980               --               --
Change in par value from no par to
    $.001 per share                                        --             --                --               --               --
Stock issued for cash                                  73,000             73             7,227               --               --
Stock split 32:1                                    2,976,000          2,976            (2,976)              --               --
Net loss                                                   --             --                --               --           (7,667)
                                                   ----------       --------       -----------        ---------      -----------

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

Stock split 1.7:1                                   2,148,300          2,148            (2,148)              --               --
Cancellation of stock                              (1,122,000)        (1,122)            1,122               --               --
Common stock issuance for acquisition
    of subsidiary                                   2,000,000          2,000                --               --               --
Stock issuead per private placement                 3,200,000          3,200           796,800               --               --
Net loss                                                   --             --                --               --         (616,951)
                                                   ----------       --------       -----------        ---------      -----------

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

Net loss                                                   --             --                --               --         (698,889)
                                                   ----------       --------       -----------        ---------      -----------

Balance at September 30, 2001                       9,295,300          9,295           802,005               --       (1,323,507)

Common stock issued for services                    1,000,000          1,000           119,000               --               --
Common stock issued on exercise of
    warrants                                          800,000            800           199,200         (200,000)              --
Cancellation of common stock issued
    on exercise of warrants                          (800,000)          (800)         (199,200)         200,000               --
Net loss                                                   --             --                --               --         (210,327)
                                                   ----------       --------       -----------        ---------      -----------

Balance at September 30, 2002                      10,295,300         10,295           921,005               --       (1,533,834)
                                                   ----------       --------       -----------        ---------      -----------


Common stock issued for services                      684,400            684                --               --               --
Common stock issued in exchange
    for forgiveness of accounts
    payable                                           500,000            500           115,595               --               --
Cancellation of common stock                       (1,600,200)        (1,600)            1,600               --               --
Reverse split 1:100                                (9,780,705)            --                --               --               --
Fractional shares resulting from reverse
    split                                                (545)            --                --               --               --
Net loss                                                   --             --                --               --         (230,247)
                                                   ----------       --------       -----------        ---------      -----------

Balance at September 30, 2003                          98,250       $  9,879       $ 1,038,200        $      --      $(1,764,081)
                                                   ==========       ========       ===========        =========      ===========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements

                                      F-5
<PAGE>
              NEW MILLENNIUM DEVELOPMENT GROUP, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Years Ended September 30, 2003 and 2002 and Cumulative from Inception
<TABLE>
<CAPTION>
                                                    Cumulative from
                                                   Inception (February     Year ended         Year ended
                                                       19, 1997) to       September 30,      September 30,
                                                    September 30, 2003         2003              2002
                                                   -------------------    -------------      -------------
<S>                                                     <C>                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                (1,764,081)          (230,247)          (210,327)
Adjustments to reconcile net loss to
   net cash used in operating activities
     Depreciation                                          249,548             19,032             42,645
     Issuance of stock for services                         79,250                 --             77,250
     Write-off of advances and loans
       receivable                                           45,906                 --                 --
     Loss from write-off of property
       and equipment                                        68,063             68,063
     Loss on termination of lease                            6,293                 --                 --
     Write-off of capitalized web-based
       design                                               24,699                 --                 --
     Impairment of goodwill                                163,220                 --                 --
     Accrued interest                                       31,544             15,740
     Decrease in:
       Amounts due from taxing authorities                  (3,940)            (1,757)            (4,418)
       Prepaid expenses and other
         current assets                                     56,591             42,750                224
     Increase (decrease) in:
       Accounts payable and
         accrued liabilities                               135,413             (2,369)            94,147
                                                        ----------           --------           --------
Net cash provided by operating activities                 (907,494)          (104,528)            15,261
                                                        ----------           --------           --------

CASH FLOWS FROM INVESTING ACTIVIES
   Cash received on acquisition of
     subsidiary                                              5,984                 --                 --
   Purchase of property and equipment                     (173,405)                --                 --
                                                        ----------           --------           --------
Net cash provided by investing activities                 (167,421)                --                 --
                                                        ----------           --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                924,079            116,779                 --
   Lease inducement                                         21,707                 --                 --
   Advances to affiliate, net                               (2,937)            22,063                 --
   Proceeds from (repayments of) loans payable             177,589                 --             (6,584)
   Bank overdraft                                               --                 --             (7,407)
                                                        ----------           --------           --------
Net cash provided by financing activities                1,120,438            138,842            (13,991)
                                                        ----------           --------           --------

Effect of foreign exchange on cash flow items              (45,516)           (34,314)            (1,263)
                                                        ----------           --------           --------

NET INCREASE (DECREASE) IN CASH                                  7                 --                  7

Cash, beginning                                                 --                  7                 --
                                                        ----------           --------           --------

Cash, ending                                                     7                  7                  7
                                                        ==========           ========           ========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements

                                      F-6
<PAGE>
              NEW MILLENIUM DEVELOPMENT GROUP, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended September 30, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

New Millennium Development Group, Inc. ("the Company") was incorporated on
February 19, 1997 under the laws of Nevada as Core Systems, Inc. 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. The Company is
considered to be a development stage company as it has not generated significant
revenues from operations.

On April 15, 2000, the Company acquired all the issued and outstanding shares of
Angelaudio.com, a private company incorporated in the State of Nevada in return
for the issuance of 2,000,000 common shares of treasury stock having a total par
value of $2,000. Angelaudio.com subsequently changed its name to Angelaudio
Systems, Inc. ("ASI"). The acquisition was accounted for using the purchase
method with the results of operation of ASI included in the consolidated
financial statements from the date of acquisition.

The Company abandoned its planned operation of an internet-based music retail
business during the fiscal year ended September 30, 2002. The revenue and
results of operations was reclassified as results from discontinued operations
in the consolidated statement of operations. In addition, related goodwill and
capitalized website development costs were written off in the consolidated
statement of operations.

The Company is now pursuing a viable business to acquire in the events and
promotions sector.

Principles of Consolidation

The consolidated financial statements include the accounts of New Millennium
Development Group, Inc. and Angelaudio Systems, Inc. All significant
inter-company balances and transactions have been eliminated upon consolidation.

                                      F-7
<PAGE>
              NEW MILLENIUM DEVELOPMENT GROUP, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended September 30, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amount in the consolidated financial statements and accompanying notes.

Foreign Currency Translation

The United States dollar is considered to be the functional currency of the
Company and its subsidiary. Transaction amounts denominated in foreign
currencies are translated at exchange rates prevailing at transaction dates.
Carrying values of monetary assets and liabilities are adjusted at each balance
sheet date to reflect the exchange rate at that date. Non-monetary assets and
liabilities are translated at the exchange rate o the original transaction date.
Gains and losses from restatement of foreign currency monetary and non-monetary
assets and liabilities are included in the consolidated statements of
operations.

Cash and cash equivalents

The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.

Property and equipment

Property and equipment are carried at cost. Depreciation is provided over the
estimated useful lives of the assets using both the straight-line and
accelerated methods. The estimated useful lives used to compute depreciation
over 3 to 7 years.

Impairment of long-lived assets

The Company reviews long-lived assets for impairments whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future undiscounted cash flows
expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
asset exceeds the fair value. Assets to be disposed of are reported at the lower
of the carrying amount or fair value less costs to sell.

                                      F-8
<PAGE>
              NEW MILLENIUM DEVELOPMENT GROUP, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended September 30, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 possible.

Loss per share

Basic earnings per share are computed by dividing the net loss by the weighted
average number of common shares outstanding. Diluted earnings per share amounts
are computed by dividing net loss by the weighted number of common stock, common
stock equivalents and stock options outstanding during the period.

Fair value of financial instruments

The carrying amount of cash and cash equivalents, taxes receivable, accounts
payable and accrued liabilities and advances payable approximate fair value due
to the short-term maturities of these assets and liabilities. The fair market
value of other financial instruments is provided by appropriate valuation
techniques, based on information available at year-end

Income taxes

The Company accounts for income taxes using SFAS No. 109, "Accounting for Income
Taxes", which requires recognition of deferred tax liabilities and assets for
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse. A
valuation allowance is recorded for deferred tax asserts if it is more likely
than not that some portion or all of the deferred tax assets will not be
realized.

Recent Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
This statement, among other things, requires that gains and losses related to
extinguishment of debt be classified as extraordinary items only if they meet
the criteria in Opinion No. 30. The provision of Statement No. 145 related to
the rescission of Statement No.4 should be applied in fiscal years beginning
after May 15, 2002. Any gain or loss on extinguishment of debt that was

                                      F-9
<PAGE>
              NEW MILLENIUM DEVELOPMENT GROUP, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended September 30, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

classified as an extraordinary item in prior periods presented that does not
meet the criteria in Opinion No. 30 for classification as an extraordinary item
should be reclassified. The provision of Statement No. 145 did not affect the
Company's financial statements.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". This statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and replaces
Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." This standard requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred rather than the date of an entity's
commitment to an exit plan. This statement is effective for exit or disposal
activities that are initiated after December 31, 2002, with early application
encouraged. The provision of Statement No. 146 did not affect the Company's
financial statements.

In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" which expands previously issued accounting guidance and
disclosure requirements for certain guarantees. The interpretation requires an
entity to recognize an initial liability for the fair value of an obligation
assumed by issuing a guarantee. The initial recognition and initial measurement
provisions of FIN No. 45 are applicable to a company on a prospective basis to
guarantees issued or modified after December 31, 2002. However, the disclosure
requirements in FIN No. 45 are effective for a company's financial statements
for periods ending after December 15, 2002. The Company is not a party to any
agreement in which it is a guarantor of indebtedness of others therefore the
interpretation did not affect the Company's financial position, results of
operations or cash flows.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". SFAS No. 148 does not alter the
provisions of SFAS 123, nor does it require stock-based compensation to be
measured under the fair-value method. Rather, SFAS 148 provides alternative
transition methods to companies that elect to expense stock-based compensation
using the fair-value approach under SFAS No. 123. The Company will continue to
account for stock-based compensation in accordance with APB No. 25. As such, the
Company does not expect this standard to have a material impact on its financial
position or results of operations. The Company has adopted the disclosure-only
provisions of SFAS No. 148.

                                      F-10
<PAGE>
              NEW MILLENIUM DEVELOPMENT GROUP, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended September 30, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In January 2003, the FASB issued Interpretations No. 46, "Consolidation of
Variable Interest Entities". FIN No. 46 addresses consolidation by business
enterprises of variable interest entities (formerly special purpose entities or
"SPEs"). The Company does not have any variable interest entities as defined by
FIN No. 46.

In April 2003, the FASB issued Statement No. 149, "Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities". This statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under Statement No. 133, "Accounting for Derivatives
Instruments and Hedging Activities." The provisions of this statement are
effective for all derivatives and hedging activities entered into after June 30,
2003. The Company does not expect SFAS No. 149 to have a material effect on its
financial statements.

In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
establishes standards on the classification and measurement of certain
instruments with characteristics of both liabilities and equity. The provisions
of SFAS No. 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The Company does not expect SFAS No. 150 to have a material effect on its
financial statements.

In July 2003, the EITF reached a consensus that all gains and losses (realized
and unrealized) on derivative instruments within the scope of SFAS 133 should be
shown net in the income statement, whether or not settled physically, if the
derivative instruments are held for trading purposes. However, the EITF
recognized that there may be contracts within the scope of SFAS 133 considered
not held for trading purposes that warrant further consideration as to the
appropriate income statement classification of the gains and losses. In EITF
03-11, the EITF clarified certain criteria to use in determining whether gains
and losses related to non-trading derivative instruments should be shown net in
the income statement. The adoption of EITF 03-11 did not have a material effect
on the Company's financial position, results of operations or cash flows.

                                      F-11
<PAGE>
              NEW MILLENIUM DEVELOPMENT GROUP, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended September 30, 2003 and 2002

NOTE 2 - GOING CONCERN

The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles in the Untied States of America, with
the assumption that the Company will be able to realize its assets and discharge
its liabilities in the normal course of business. However, certain conditions
noted below currently exist which raise substantial doubt about the Company's
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments and classifications that might be necessary should
the Company be unable to continue as a going concern.

The operations of the Company have been primarily funded by advances from
shareholders and officers and from the issuance of common stock. Continued
operations of the Company are dependent on the Company's ability generate
additional funds in the future. Management's plan in this regard is to merge
with a viable operating company and secure additional funds through equity
financings.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at September 30:

                                           2003         2002
                                         --------     ---------

         Furniture and equipment         $     --     $ 185,600
         Computer hardware                     --         5,746
         Computer software                     --        16,789
                                         --------     ---------
                                               --       208,135
         Accumulated depreciation              --      (121,040)
                                         --------     ---------
         Property and equipment, net     $     --     $  87,095
                                         ========     =========

As of September 30, 2003, management determined that fixed assets had no fair
value and were deemed to be obsolete. As a result, the Company wrote off the
remaining book value to zero and recognized a loss on impairment of $68,063.

NOTE 4 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

On February 1, 2002 the Company entered consulting and advisory service
agreements with three separate individuals related to the Company. The
agreements provide for total services valued at $120,000 to be provided in
exchange for 1,000,000 shares of Common Stock at a price of $0.12 per share. The
consulting fees were recorded as prepaid expenses and amortized over one year.
The asset was fully amortized as of September 30, 2003.


                                      F-12
<PAGE>
              NEW MILLENIUM DEVELOPMENT GROUP, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended September 30, 2003 and 2002

NOTE 5 - ADVANCES PAYABLE

Advances payable are due to a public company with a former common officer. The
advances are non-interest bearing and do not specify a maturity date.


NOTE 6 - NOTES AND LOANS PAYABLE TO RELATED PARTIES

                                                          2003         2002
                                                        --------     --------

         Note payable to officer, no maturity date,
         10% interest per year                          $168,848     $168,848

         Note payable to officer, no maturity date,
         no stated interest                              186,231      186,762

         Loan payable to officer, no maturity date,
            no stated interest                            63,288       63,599
                                                        --------     --------

         Total                                          $418,367     $419,209
                                                        ========     ========

Accrued interest of $13,220 is included in accounts payable and accrued expenses
as of September 30, 2003 and 2002.

NOTE 7 - LONG-TERM DEBT

The Company has a note payable to an officer and unrelated party with a stated
interest rate of 8% per year and no maturity date. The balance is considered
long-term as the Company has no obligation to pay any or all of the debt in the
next year. Accrued interest of $4,000 is included in accounts payable and
accrued expenses as of September 30, 2003 and 2002

NOTE 8 - COMMON STOCK AND STOCK OPTIONS

In March of 2002, the Company issued 1,000,000 shares of common stock in
exchange for certain professional services rendered valued at $120,000. The
Company also issued 800,000 shares in connection with the exercise of warrants.
As a result of the transaction, the Company recorded a stock subscription
receivable of $200,000. In September 2002, the Company cancelled the 800,000
shares as it was determined that the subscription receivable was not
collectible.

                                      F-13
<PAGE>
              NEW MILLENIUM DEVELOPMENT GROUP, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended September 30, 2003 and 2002

NOTE 8 - COMMON STOCK AND STOCK OPTIONS (CONTINUED)

In addition to the warrants exercised and subsequently cancelled above, another
2.4 million unexercised warrants expired during the year ended September 30,
2002.

The Company issued and subsequently cancelled 2 million stock options at a
weighted average exercise price of $1 per share during the year ended September
30, 2002. No options remain outstanding at September 30, 2003.

During 2003, the Company issued shares to various parties in exchange for
services. As there was no discernable fair market value of the stock at the
times of issuance, the services were valued at par value and $684 recorded as
consulting expense.

In June 2003 the Company canceled and returned to treasury 1,600,200 and shares
of common stock.

On August 27, 2003, the Company issued 500,000 shares of its $0.001 par value
common stock to a Canadian company in exchange for the forgiveness of accrued
professional fees of approximately $116,000.

On September 1, the Board of Directors authorized a 100:1 reverse split of all
outstanding common shares, resulting in 545 fractional shares and total shares
outstanding of prior to the above discussed issuances.

NOTE 9 - RELATED PARTY TRANSACTIONS

Included in accounts payable and accrued expenses is consulting fees paid to a
former officer of the Company for consulting fees. The amount payable is $34,240
as of September 30, 2003 and 2002.

NOTE 10 - COMMITMENTS AND CONTINGENCIES


On August 27, 2003, the Company executed a letter of intent to exchange common
shares with the shareholders of Millennium National Events, Inc., a Florida
corporation. The acquisition was completed on January 15, 2004. The Company has
agreed to issue 23,200,000 shares of its common stock at $.001 par value, for
the purchase of Millennium National Events, Inc. and Subsidiary. Upon completion
of the exchange, Millennium National Events, Inc. will become a wholly owned
subsidiary of the Company. In accordance with Staff Accounting Bulletin Topic 2A
this transaction will be recorded as a reverse acquisition, as the transaction
will give the owners of the acquired entity control over the Company. As a


                                      F-14
<PAGE>
              NEW MILLENIUM DEVELOPMENT GROUP, INC. AND SUBSIDIARY
                          (a Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended September 30, 2003 and 2002

result, Millennium National Events and Subsidiary will become the registrant
with respect to future filings.

The stock issued to the shareholders of Millennium National Events Inc. and
Subsidiary will be subject to the restrictions in accordance with SEC Rule 144,
and among other requirements, cannot be sold for one year after receipt.

                                      F-15