<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10KSB

[X]     ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE SECURITIES
        EXCHANGE  ACT  OF  1934


        For  the  fiscal  year  ended  September  30,  2002

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


        For  the  transition  period  from  _________  to  ____________

        Commission  File  No.  000-26493
                       ---------

                      NEW MILLENNIUM DEVELOPMENT GROUP INC.
                      -------------------------------------
             (Exact name of Registrant as specified in its charter)


          NEVADA                            88-0390251
----------------                            ----------
(State  or  other  jurisdiction  of         (I.R.S.  Employer
incorporation  or  organization)            Identification  Number)

723  Casino  Blvd.,  2nd  Floor
Las  Vegas,  Nevada                         89101-6716
-------------------                         ----------
(Address  of  principal executive offices)  (Zip Code)

Registrant's  telephone  number,
 including  area  code:                     (877)  711-3535
                                            ---------------

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  none

Securities  registered  pursuant  to  Section  12  (g)  of  the  Act:
50,000,000  common  shares  par  value  $0.001  per  share

Check  whether  the  issuer  (l)  has  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.
                                                            [ X ] Yes [  ]  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.                           [  ]

Revenues  for  the  fiscal  year  ending  September  30,  2002  were  $70,100.

The  aggregate  market value of the voting stock held by non-affiliates computed
by  reference  to  the  last reported sale price of such stock as of January 30,
2003  is  $  75,000.

The  number  of  shares of the issuer's Common Stock outstanding as of September
30,  2002  is  10,295,300.

Transitional  Small Business Disclosure Format (check one):  Yes [   ]  No [ X ]

                                       1


<PAGE>
                                   PART  I

Item  1.  Description  of  Business

OVERVIEW
--------

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 provided a leading vehicle
for  promoting  music services, purchasing web design, CD replication for music,
e-business  cards  and  internet  related  corporate services. Our business gave
artists  and  record  companies  the  ability to manufacture, advertise and sell
their recorded music with copy protection and copyright management.  In or about
March, 2002, we ceased operations and have since that time have been looking for
new  business  opportunities.

Selection  of  a  Business

     The  Company  anticipates  that  business  for possible acquisition will be
referred  by various sources, including its officers and directors, professional
advisors,  securities  broker-dealers,  venture  capitalists,  members  of  the
financial community, and others who may present unsolicited proposals.  While it
is  not  presently  anticipated  that  the  Company  will  engage  unaffiliated
professional  firms  specializing  in  business acquisitions or reorganizations,
such  firms  may  be retained if management deems it in the best interest of the
Company.

     Compensation  to  a  finder  or  business acquisition firm may take various
forms,  including  one-time  cash  payments,  payments  based on a percentage of
revenues  or  product  sales  volume,  payments involving issuance of securities
(including  those  of  the  Company),  or  any  combination  of  these  or other
compensation  arrangements.  Consequently,  the  Company  is currently unable to
predict  the  cost  of  utilizing  such  services.

     The  Company  will  not  restrict  its  search  to any particular business,
industry,  or  geographical  location,  and  management  reserves  the  right to
evaluate  and  enter into any type of business in any location.  The Company may
participate  in a newly organized business venture or a more established company
entering  a  new  phase  of  growth or in need of additional capital to overcome
existing  financial  problems.  Participation  in a new business venture entails
greater  risks since in may instances management of such a venture will not have
proved  its  ability,  the eventual market of such venture's product or services
will  likely  not  be  established, and the profitability of the venture will be
unproved  and  cannot be predicted accurately.  If the Company participates in a
more  established  firm with existing financial problems, it may be subjected to
risk  because  the

                                       2

<PAGE>

financial  resources  of the Company may not be adequate to eliminate or reverse
the  circumstances  leading  to  such  financial  problems.

     In  seeking  a  business  venture,  the  decision of management will not be
controlled  by  an  attempt  to  take  advantage of any anticipated or perceived
appeal  of a specific industry, management group, product, or industry, but will
be  based on the business objective of seeking long-term capital appreciation in
the  real  value  of  the  Company.

     The  analysis  of  new  businesses  will  be  undertaken  by  or  under the
supervision  of  the officers and directors.  In analyzing prospective business,
management  will  consider,  to  the extent applicable, the available technical,
financial, and managerial resources; working capital and other prospects for the
future;  the  nature  of  present  and  expected  competition;  the  quality and
experience  of  management services which may be available and the depth of that
management; the potential for further research, development, or exploration; the
potential  for  profit;  the  perceived  public  recognition  or  acceptance  of
products,  services,  or  trade or service marks; name identification; and other
relevant  factors.

     The  decision  to  participate  in  a  specific  business  may  be based on
management's  analysis  of  the  quality  of  the  other  firm's  management and
personnel,  the anticipated acceptability of new products or marketing concepts,
the  merit  of  technological changes, and other factors which are difficult, if
not  impossible,  to  analyze through any objective criteria.  It is anticipated
that  the  results  of  operations  of  a  specific  firm may not necessarily be
indicative  of  the  potential  for  the  future  because  of the requirement to
substantially  shift  marketing approaches, expand significantly, change product
emphasis,  change  or  substantially  augment  management,  and  other  factors.

     The  Company  will  analyze  all available factors and make a determination
based  on a composite of available facts, without reliance on any single factor.
The  period  within  which  the  Company may participate in a business cannot be
predicted  and  will  depend  on  circumstances  beyond  the  Company's control,
including  the  availability of businesses, the time required for the Company to
complete  its  investigation  and  analysis  of  prospective  business, the time
required  to  prepare  appropriate  documents  and  agreements  provided for the
Company's  participation,  and  other  circumstances.

Item  2.  Description  of  Property

At  the  present  time  the  company  does  not  own or lease any real property.

Item  3.  Legal  Proceedings

The  Company  is  not  a  party  to  any  legal  proceedings.

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

There  were no matters submitted to a vote of the shareholders during the fiscal
year  ended  September  30,  2002.

                                       3

<PAGE>


                                     Part II

Item  5.  Market for Registrant's Common Equity and Related Stockholders Matters

Market  Information

The  common shares of the Company are listed on the OTC Bulletin Board under the
symbol  NMDV.  On  January  12, 2001, OTCBB was $0.415.  The last reported quote
for  our  stock on January 10, 2002 was $0.125.  The last reported quote for our
stock  on  January  30,  2003  was  $0.012.

At  September  30,  2002,  to  the  best  knowledge  of  the  Company there were
approximately  33  record  holders  of  the  Company's  common  stock.

The  Company  has  not  previously  declared or paid any dividends on its common
stock and does not anticipate declaring any dividends in the foreseeable future.

There  are  no  restrictions  in  our  articles  of incorporation or bylaws that
restrict  us from declaring dividends.  The Nevada Revised Statutes, however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

     (1)  we  would not be able to pay our debts as they become due in the usual
          course  of  business;  or

     (2)  our  total assets would be less that the sum of our total liabilities.


Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation

Plan  of  Operations:
---------------------

At  September  30,  2002, we had only diminimous cash.  The Company will have to
rely on loans from its officers and directors to sustain its corporate existence
and  maintain  its  filing requirements with the SEC.  The plans for the company
for  the  next twelve months is to acquire a product or business for development
and  to  commence  business  operations  again.

Forward-Looking  Statements:
----------------------------
Many  statements made in this report are forward-looking statements that are not
based  on  historical  facts.  Because  these forward-looking statements involve
risks  and  uncertainties,  there  are important factors that could cause actual
results  to  differ  materially  from  those  expressed  or  implied  by  these
forward-looking  statements.  The forward-looking statements made in this report
relate  only  to  events  as  of  the  date  on  which  the statements are made.

                                       4


<PAGE>



Item  7.  Financial  Statements


                        Index to the Financial Statements

                    As of September 30, 2002 and 2001 and for
        For Each of the Two Years in the Period Ended September 30, 2002



Report  of  Independent  Auditors                      F-1

Balance  Sheets,  September  30,  2002  and  2001      F-2

Consolidated  Statements  of  Operations               F-3

Consolidated  Statements  of  Shareholders'  Equity    F-4

Consolidated  Statement  of  Cash  Flows               F-5

Notes  to  the  Financial  Statements                  F-6


                                       5



<PAGE>






                      NEW MILLENNIUM DEVELOPMENT GROUP INC.
                          (A Development Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS
                            (Expressed in US Dollars)


                               SEPTEMBER 30, 2002


<PAGE>





CHARTERED
ACCOUNTANTS
MacKay LLP                                       mackay.ca

                                                 1000  -  1190  Hornby  Street
                                                 Vancouver,  BC   V6Z  2W2
                                                 Tel:  604-687-4511
                                                 Fax:  604-687-5617
                                                 Toll  Free:  1-800-351-0426
                                                 www.MacKayLLP.ca




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.  (a development stage company) as at September 30, 2002 and 2001 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,
2002 and 2001 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.




                                                          /s/ MacKay  LLP

Vancouver,  Canada.                                       Chartered  Accountants
January  13,  2003
                                      F-1


<PAGE>

NEW  MILLENNIUM  DEVELOPMENT  GROUP  INC.
(A  Development  Stage  Company)
CONSOLIDATED  BALANCE  SHEET
(Expressed  in  US  Dollars)
AS  AT  SEPTEMBER  30
================================================================================

<TABLE>
<CAPTION>

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

                                                  2002                2001
--------------------------------------------------------------------------------
<S>                                        <C>                  <C>
ASSETS

Current assets
 Cash                                      $                7   $         -
 Amounts due from taxing authorities                   10,744         6,326


 Deposits and prepaid expenses (Note 4)                42,750           224
                                           -------------------  ------------

 Total current assets                                  53,501         6,550

Capital assets (Note 5)                                87,095       144,740
                                           -------------------  ------------

Total assets                               $          140,596   $   151,290
=============================================================================


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
 Cheques issued in excess of cash          $                -   $     7,407
 Accounts payable and
  accrued liabilities                                 193,267       114,119
 Loans payable (Note 6)                               419,209       413,130
 Advances payable (Note 7)                             91,348        91,852
                                           -------------------  ------------

 Total current liabilities                            703,824       626,508

Long-term debt (Note 8)                                39,306        36,989
                                           -------------------  ------------

 Total liabilities                                    743,130       663,497
                                           -------------------  ------------

Commitments (Note 11)

Stockholders' deficiency
 Capital stock (Note 9)
   Authorized
     50,000,000 common shares
     with a par value of $0.001
   Issued
     10,295,300 common shares
     (2001 - 9,295,300)                                10,295         9,295
 Additional paid in
  capital (Note 9)                                    921,005       802,005
 Deficit accumulated during

  the development stage
                                                   (1,533,834)   (1,323,507)
                                           -------------------  ------------

 Total stockholders' deficiency                      (602,534)     (512,207)
                                           -------------------  ------------

Total liabilities and
 stockholders' deficiency                  $          140,596   $   151,290
============================================================================

</TABLE>



Incorporation  and  nature  of  operations  (Note  1)








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

                                      F-2
<PAGE>


NEW  MILLENNIUM  DEVELOPMENT  GROUP  INC.
(A  Development  Stage  Company)
CONSOLIDATED  STATEMENT  OF  OPERATIONS
(Expressed  in  US  Dollars)
================================================================================


<TABLE>
<CAPTION>

                              Cumulative
                            Amounts from
                            Inception on
                             February 19,
                                 1997 to     Year Ended     Year Ended
                            September 30,  September 30, September 30,
                                    2002          2002          2001
--------------------------------------------------------------------------------
<S>                          <C>           <C>          <C>
REVENUE
 Sales                        $  132,840  $    70,100  $   62,740
 Cost of sales                    56,785       32,169      24,616
                             ------------  -----------  ----------
                                  76,055       37,931      38,124

GENERAL AND ADMINISTRATIVE EXPENSES

 Accounting and audit            121,451       54,417      40,453
 Advertising and promotion        54,139        2,826       2,445
 Amortization                    232,928       42,645     124,158
 Bank charges and interest        48,053       16,496      17,346
 Consulting                      301,814      115,536      80,209
 Foreign exchange
  loss (gain)                     (6,242)        (245)     (6,835)
 Filing fees                      22,761        3,381       3,698
 Legal                            58,854        1,043      53,813
 Licences                         57,700            -       6,000
 Marketing                        14,220            -       6,810
 Office and miscellaneous         84,014        4,635      32,046
 Rent                             49,007        4,721      26,972
 Salaries and benefits           223,117        2,803     104,222
 Travel                          106,237            -       5,558
                             ------------  -----------  ----------
                              (1,368,053)    (248,258)   (496,895)
                             ------------  -----------  ----------

Loss before other items       (1,291,998)    (210,327)   (458,771)

OTHER ITEMS
 Write-off of advances
  and loan receivable            (45,906)           -     (45,906)
 Loss on termination
  of lease                        (6,293)           -      (6,293)
                             ------------  -----------  ----------
                                 (52,199)           -     (52,199)
                             ------------  -----------  ----------

Loss from continuing
 operations                   (1,344,197)    (210,327)   (510,970)

DISCONTINUED OPERATIONS
 Gross margin                     (1,718)           -           -
 Write-off of capitalized
web-site design                  (24,699)           -     (24,699)
 Impairment of goodwill         (163,220)           -    (163,220)
                             ------------  -----------  ----------
                                (189,637)           -    (187,919)
                             ------------  -----------  ----------

Loss for the period          $(1,533,834)  $ (210,327)  $(698,889)
==================================================================

Basic and diluted
loss per share                             $    (0.02)  $   (0.08)
==================================================================

Weighted average number
 of shares outstanding                     10,379,136   9,295,300
==================================================================

</TABLE>







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

                                      F-3
<PAGE>


NEW  MILLENNIUM  DEVELOPMENT  GROUP  INC.
(A  Development  Stage  Company)
CONSOLIDATED  STATEMENT  OF  STOCKHOLDERS'  EQUITY  (DEFICIENCY)
(Expressed  in  US  Dollars)
================================================================================




<TABLE>
<CAPTION>

                                                                                    Deficit
                                                                                    Accumulated
                                                         Additional                 During the
                                   Common                Paid-in     Subscriptions  Development
                                   Shares     Amount     Capital     Receivable     Stage        Total
------------------------------------------------------------------------------------------------------
<S>                            <C>          <C>       <C>         <C>         <C>           <C>
Balance, February 19, 1997
 and   September 30, 1998               -   $     -   $       -   $       -   $         -   $       -

March, 1999 stock
  issued for
  services                         20,000        20       1,980           -             -       2,000
March, 1999 changed
  par value
  from no par
  value to $0.001                       -         -           -           -             -           -
April, 1999 shares
  issued for
  cash                             73,000        73       7,227           -             -       7,300
April, 1999 forward
  stock split 32:1              2,976,000     2,976      (2,976)          -             -           -
Net loss for
  the year                              -         -           -           -        (7,667)     (7,667)
                               -----------  --------  ----------  ----------  ------------  ----------

Balance,
  September 30, 1999            3,069,000     3,069       6,231           -        (7,667)      1,633

February, 2000 forward
  stock split 1.7:1             2,148,300     2,148      (2,148)          -             -           -
March, 2000 stock
  cancelled                    (1,122,000)   (1,122)      1,122           -             -           -
April, 2000 stock
  issued for
  acquisition of
  subsidiary                    2,000,000     2,000           -           -             -       2,000
May, 2000 stock
  issued pursuant
  to a private placement        3,200,000     3,200     796,800           -             -     800,000


Net loss for
  the year                              -         -           -           -      (616,951)   (616,951)
                               -----------  --------  ----------  ----------  ------------  ----------

Balance
  September 30, 2000            9,295,300     9,295     802,005           -      (624,618)    186,682

Net loss for
  the year                              -         -           -           -      (698,889)   (698,889)
                               -----------  --------  ----------  ----------  ------------  ----------

Balance
  September 30, 2001            9,295,300     9,295     802,005           -    (1,323,507)   (512,207)

March, 2002 stock
  issued for services           1,000,000     1,000     119,000           -             -     120,000
March, 2002 stock
  issued on exercise
  of warrants                     800,000       800     199,200    (200,000)            -           -
September, 2002 cancellation
  of stock issued on exercise
  of warrants                    (800,000)     (800)   (199,200)    200,000             -           -
Net loss for the year                   -         -           -           -      (210,327)   (210,327)
                               -----------  --------  ----------  ----------  ------------  ----------

Balance,
  September 30, 2002           10,295,300   $10,295   $ 921,005   $       -   $(1,533,834)  $(602,534)
======================================================================================================
</TABLE>










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


                                      F-4
<PAGE>


NEW  MILLENNIUM  DEVELOPMENT  GROUP  INC.
 (A  Development  Stage  Company)
CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
(Expressed  in  US  Dollars)
================================================================================

<TABLE>
<CAPTION>


                              Cumulative
                            Amounts from
                            Inception on
                             February 19,
                                 1997 to     Year Ended     Year Ended
                            September 30,  September 30, September 30,
                                    2002          2002          2001
--------------------------------------------------------------------------------
<S>                            <C>           <C>         <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
 Loss for the period           $(1,533,834)  $(210,327)  $(698,889)
 Items not affecting
 cash:
   Amortization                    230,516      42,645     124,158
   Issue of stock
   for services                     79,250      77,250           -
   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
   Accrued interest                 31,544      15,740      15,804

 Changes in non-cash working
 capital items:
   Amounts due from
   taxing authorities               (2,183)     (4,418)     20,558
   Deposits and prepaid
   expenses                         13,841         224      49,113
   Accounts payable and
   accrued liabilities             137,782      94,147      43,099
                               ------------  ----------  ----------

 Cash flows provided
 by (used in) operating
 activities                       (802,966)     15,261    (206,039)
                               ------------  ----------  ----------

CASH FLOWS FROM
INVESTING ACTIVITIES
 Cash received on
 acquisition of subsidiary           5,984           -           -
 Acquisition of capital
 assets, net                      (173,405)          -      16,798
                               ------------  ----------  ----------

 Cash flows provided
 by (used in)
 investing activities             (167,421)          -      16,798
                               ------------  ----------  ----------

CASH FLOWS FROM
FINANCING ACTIVITIES
 Issue of capital stock            807,300           -           -
 Lease inducement                   21,707           -           -
 Advances to third party           (25,000)          -     (25,000)
 Advances from related
 parties                           177,589      (6,584)     99,393
 Cheques issued in
 excess of funds on deposit              -      (7,407)      7,407
                               ------------  ----------  ----------

 Cash flows provided
 by (used in) financing
 activities                        981,596     (13,991)     81,800
                               ------------  ----------  ----------

Effect of foreign
exchange on cash
flow items                         (11,202)     (1,263)     (9,939)
                               ------------  ----------  ----------

Change in cash and
cash equivalents for
the period                               7           7    (117,380)

Cash and cash
equivalents, beginning
of period                                -           -     117,380
                               ------------  ----------  ----------

Cash and cash
equivalents, end
of period                      $         7   $       7   $       -
===================================================================
</TABLE>



Supplemental  disclosure  with  respect  to  cash  flows  (Note  12)






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


                                      F-5

<PAGE>


NEW  MILLENNIUM  DEVELOPMENT  GROUP  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  US  Dollars)
SEPTEMBER  30,  2002
================================================================================


1.     INCORPORATION  AND  NATURE  OF  OPERATIONS

     The  Company  was  incorporated  on February 19, 1997 under the laws of the
State  of  Nevada,  USA  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  its  operations.

     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:

Current  assets                                                    $  28,386
Capital  assets                                                      144,699
Goodwill                                                             228,428
Current  liabilities  and  loan  payable                            (364,308)
Long-term  debt                                                      (35,205)
                                                                    ---------
Total  consideration  funded  by  issuance  of  2,000,000  shares   $  2,000
                                                                    ========

     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 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 in the CD replication sector
as  well  as  other  internet-based  technologies.

2.     GOING  CONCERN

     These  consolidated  financial  statements have been prepared in conformity
with  generally  accepted  accounting principles in the United States of America
with the on-going 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.  These consolidated
financial  statements  do  not  include  any  adjustments  to  the  amounts  and
classifications  of  assets  and  liabilities that might be necessary should the
Company  be  unable  to  continue  as  a  going  concern.

     The operations of the Company have primarily been funded by the issuance of
capital  stock.  Continued  operations  of  the  Company  are  dependent  on the
Company's  ability  to  complete  public equity financing or generate profitable
operations  in  the  future.  Management's  plan  in  this  regard  is to secure
additional  funds  through future equity financings.  Such financings may not be
available  or  may  not  be  available  on  reasonable  terms.

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


                                                       2002              2001
--------------------------------------------------------------------------------

Deficit accumulated during the development stage  $ (1,533,834)    $ (1,323,507)
Working  capital  (deficiency)                        (650,323)        (619,958)
================================================================================

                                      F-6

<PAGE>


NEW  MILLENNIUM  DEVELOPMENT  GROUP  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  US  Dollars)
SEPTEMBER  30,  2002
================================================================================


3.     SIGNIFICANT  ACCOUNTING  POLICIES

     These  consolidated  financial  statements have been prepared in conformity
with  generally  accepted accounting principles in the United States of America.
The  significant  accounting  policies  adopted  by  the Company are as follows:

     Principles  of  consolidation

     These consolidated financial statements include the accounts of the Company
and  ASI.  All  significant  inter-company  balances  and transactions have been
eliminated  upon  consolidation.

     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  of  assets  and  liabilities and the disclosure of contingent assets and
liabilities  at  the date of the financial statements and the reported amount of
revenues and expenses during the period.  Actual results could differ from these
estimates.

     Foreign  currency  translation

     The United States dollar is considered to be the functional currency of the
Company  and  ASI.  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 on 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.  Revenues
and  expenses  are  translated  at the rates of exchange prevailing on the dates
such  items  are  recognized  in  the  consolidated  statements  of  operations.

     Cash  and  cash  equivalents

     The  Company considers cash held at banks and all highly liquid investments
with  an  original  maturity  of  three  months  or  less  to  be  cash and cash
equivalents.  At  September  30,  2002  and  September  30,  2001, cash and cash
equivalents  consisted  of  funds  held  in  trust.

     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

     Goodwill

     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.

                                      F-7

<PAGE>

NEW  MILLENNIUM  DEVELOPMENT  GROUP  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  US  Dollars)
SEPTEMBER  30,  2002
================================================================================


3.     SIGNIFICANT  ACCOUNTING  POLICIES  (cont'd  )

     Leasehold  inducements

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

     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, there were no uncertainties regarding product
acceptance,  there  were  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 as
results  from  discontinued  operations  in  the  consolidated  statement  of
operations.

     Income  taxes

     A deferred tax asset or liability is recorded for all temporary differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities  and  their  respective  tax bases.  Deferred tax expenses (benefit)
results  from  the  net  change  during  the  year  of  deferred  tax assets and
liabilities.

     Deferred  tax  assets  are  reduced  by  a valuation allowance when, in the
opinion  of  management,  it is more likely than not that some portion or all of
the  deferred  tax  assets  will  not  be  realized.  Deferred  tax  assets  and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date  of  enactment.

     Loss  per  share

     Basic  loss  per  share is computed by dividing loss attributable to common
stockholders  by  the  weighted  average  number  of  shares  of  common  stock
outstanding  during the period.  Diluted loss per share takes into consideration
shares  of  common  stock  outstanding (computed under basic loss per share) and
potentially  dilutive  shares  of  common  stock.  Diluted loss per share is not
presented  separately  from basic loss per share as the exercise of any warrants
and  options  would  be  anti-dilutive.

     Stock-based  compensation

     Statement  of  Financial  Accounting  Standards  No.  123,  "Accounting for
Stock-Based  Compensation"  ("SFAS  123")  encourages,  but  does  not  require,
companies  to  record  compensation  cost  for stock-based employee compensation
plans  at  fair  value.  The  Company  has  chosen  to  account  for stock-based
compensation  using  Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25").  Accordingly, compensation cost for stock
options  is  measured  as  the excess, if any, of the quoted market price of the
Company's stock at the date of the grant over the amount an employee is required
to  pay  for  the  stock.



     The  Company  accounts for stock-based compensation issued to non-employees
in  accordance  with  the  provisions  of SFAS 123 and the consensus in Emerging
Issues  Task Force No. 96-18, "Accounting for Equity Instruments that are Issued
to  Other  Than Employees for Acquiring or in Conjunction with Selling, Goods or
Services".

                                      F-8

<PAGE>


NEW  MILLENNIUM  DEVELOPMENT  GROUP  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  US  Dollars)
SEPTEMBER  30,  2002
================================================================================


3.     SIGNIFICANT  ACCOUNTING  POLICIES  (cont'd  )

     Recent  accounting  pronouncements

     In  June  2001,  the Financial Accounting Standards Board ("FASB") approved
the  issuance of Statements of Financial Accounting Standards No. 142, "Goodwill
and  Other  Intangible Assets" ("SFAS 142").  SFAS 142 requires that goodwill no
longer  be  amortized  to earnings, but instead be reviewed for impairment.  The
statement  is  effective for fiscal years beginning after December 15, 2001, and
is  required to be applied at the beginning of an entity's fiscal year and to be
applied  to all goodwill and other intangible assets recognized in its financial
statements  at  that  date.  Impairment losses for goodwill and indefinite-lived
intangible  assets  that  arise due to the initial application of this statement
(resulting  from a transitional impairment test) are to be reported as resulting
from  a change in accounting principle.  Under an exception to the date at which
this  statement becomes effective, goodwill and intangible assets acquired after
June  30,  2001,  will  be  subject  immediately  to  the  non-amortization  and
amortization  provisions  of  this  statement.

     In  July 2001, FASB issued Statements of Financial Accounting Standards No.
143, "Accounting for Asset Retirement Obligations" ("SFAS 143") that records the
fair  value  of  the liability for closure and removal costs associated with the
legal  obligations upon retirement or removal of any tangible long-lived assets.
The  initial  recognition  of  the  liability will be capitalized as part of the
asset cost and depreciated over its estimated useful life.  SFAS 143 is required
to  be  adopted  effective  January  1,  2003.

     In  October  2001, FASB issued Statements of Financial Accounting Standards
No. 144, "Accounting for the Impairment on Disposal of Long-lived Assets" ("SFAS
144"),  which  supersedes  Statements of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to
be  Disposed  of".  SFAS  144  requires  that  long-lived  assets that are to be
disposed  of  by  sale be measured at the lower of book value or fair value less
cost  to  sell.  Additionally,  SFAS  144  expands  the  scope  of  discontinued
operations  to  include all components of an entity with operations that (1) can
be distinguished from the rest of the entity and (2) will be eliminated from the
ongoing  operations  of  the  entity  in  a  disposal  transaction.  SFAS 144 is
effective  for  financial  statements  issued  for  fiscal years beginning after
December  15,  2001,  and,  generally,  its  provisions  are  to  be  applied
prospectively.

     In April 2002, FASB issued Statements of Financial Accounting Standards No.
145,  "Rescission  of  FASB  Statements  No.  4,  44  and  64, Amendment of FASB
Statement  No. 13, and Technical Corrections" ("SFAS 145").  SFAS 145 eliminates
the  requirement  that  gains  and  losses  from  the  extinguishment of debt be
aggregated  and,  if  material,  classified as an extraordinary item, net of the
related income tax effect and eliminates an inconsistency between the accounting
for  sale-leaseback  transactions  and  certain  lease  modifications  that have
economic  effects  that  are  similar to sale-leaseback transactions.  Generally
SFAS  145  is  effective  for  transactions  occurring  after  May  15,  2002.

     In  June 2002, FASB issued Statements of Financial Accounting Standards No.
146,  "Accounting  for Costs Associated with Exit or Disposal Activities" ("SFAS
146") that nullifies Emerging Issues Task Force No. 94-3, "Liability Recognition
for  Certain  Employee  Termination Benefits and Other Costs to Exit an Activity
(Including  Certain Costs Incurred in a Restructuring)" ("EITF 94-3").  SFAS 146
requires  that  a  liability  for  a  cost  associated  with an exit or disposal
activity  be  recognized  when  the liability is incurred, whereby EITF 94-3 had
recognized the liability at the commitment date to an exit plan.  The provisions
of  this  statement  are  effective  for  exit  or  disposal activities that are
initiated  after  December  31,  2002  with  earlier  application  encouraged.

In  October,  2002,  FASB issued Statement of Financial Accounting Standards No.
147,  "Acquisitions  of  Certain  Financial  Institutions - an amendment of FASB
Statements  No.  72  and  144  and FASB Interpretation No. 9" ("SFAS 147").  The
provisions  of SFAS 147 relate to acquisitions of financial institutions and are
effective  for  acquisitions  occurring  on  or after October 1, 2002 except for
certain  provisions  which  are  effective  on  October  1,  2002.

     The adoption of these new pronouncements is not expected to have a material
effect  on  the  Company's  consolidated  financial  position  or  results  of
operations.

                                      F-9

<PAGE>


NEW  MILLENNIUM  DEVELOPMENT  GROUP  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  US  Dollars)
SEPTEMBER  30,  2002
================================================================================


4.     DEPOSITS  AND  PREPAID  EXPENSES

     On  February 1, 2002, the Company entered into separate one year consulting
and advisory service agreements with three individuals, related to the directors
and  officers of the Company, in exchange for a total of 1,000,000 shares of the
Company  at  an  agreed  price of $0.12 per share.  The consulting fees totaling
$120,000 were recorded by the Company as prepaid expenses and will be recognized
in  the  consolidated  statements of operations over the term of the agreements.

5.     CAPITAL  ASSETS

<TABLE>
<CAPTION>





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


                              2002                             2001
                    --------------------------------------------------------
                                          Net                         Net
                       Accumulated        Book           Accumulated  Book
                       Cost  Amortization Value   Cost  Amortization  Value
                    --------------------------------------------------------
<S>                <C>       <C>       <C>      <C>       <C>      <C>
Computer hardware  $185,600  $109,373  $76,227  $215,600  $85,274  $130,326

Computer software     5,746     4,639    1,107     5,746    3,532     2,214

Office furniture
 and equipment       16,789     7,028    9,761    16,789    4,589    12,200
                   --------  --------  -------  --------  -------  --------
                   $208,135  $121,040  $87,095  $238,135  $93,395  $144,740
</TABLE>



6.     LOANS  PAYABLE

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

                                                         2002          2001
--------------------------------------------------------------------------------
Promissory  note  payable  to  an  officer,
unsecured, bears interest at 10% per
annum  compounded  annually  and  with  no
specific  terms  of repayment.                         $168,848     $  155,629


Loan payable to an officer, unsecured,
non-interest bearing and with no specific
terms  of  repayment                                    186,762        193,689

Loan  payable  to  an  unrelated party,
unsecured, non-interest bearing and with
no  specific  terms  of  repayment                       63,599         63,812
                                                        -------        -------

                                                     $  419,209     $  413,130
==============================================================================
7.     ADVANCES  PAYABLE

     Due to a Canadian public company with a former common officer, non-interest
bearing  and  with  no  specific  terms  of  repayment.

                                      F-10

<PAGE>


NEW  MILLENNIUM  DEVELOPMENT  GROUP  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  US  Dollars)
SEPTEMBER  30,  2002
================================================================================


8.     LONG-TERM  DEBT

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

                                                              2002         2001
--------------------------------------------------------------------------------

Note  payable  to  an  officer  and an
unrelated party with no specific terms of
repayment  and  bearing  interest
at  8%  per annum                                        $  39,306     $  36,989
================================================================================

9.     CAPITAL  STOCK

     Common  shares

     The  issued  and  outstanding  common shares entitle holders to vote and to
receive  dividends  when  declared.  In  the event of the Company's liquidation,
dissolution or winding up, shareholders are entitled to participate equally with
respect  to  any  distribution  of  net  assets  or  any  dividends which may be
declared.

     Additional  paid-in  capital

     The  excess  of proceeds received for shares of common stock over their par
value  of  $0.001  per  share  is  credited  to  additional  paid-in  capital.

     Subscriptions  receivable

     During the year ended September 30, 2002, the Company issued 800,000 shares
at  $0.25  per  share  pursuant  to  the exercise of share purchase warrants for
subscriptions  receivable  of  $200,000.  Subsequent  to  the  issuance of these
shares,  the  Company  determined  that  the  subscriptions  receivable  were
uncollectible  and  therefore  the  Company  cancelled  the  800,000  shares.

     Stock  options

The  following  is  a summary of the stock option activity during the year ended
September  30,  2002:

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

                                                                     Weighted
                                                                     Average
                                                          Number     Exercise
                                                          of Shares  Price
--------------------------------------------------------------------------------
Outstanding  at  September  30,  2001                     2,000,000  $  1.00

 Granted                                                          -        -
 Exercised                                                        -        -
 Cancelled                                               (2,000,000)    1.00
 Expired  unexercised                                             -        -
                                                         -----------

Outstanding  at  September  30,  2002                             -   $    -
================================================================================

Weighted  average  fair value of
 options granted during the year                                      $    -

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

                                      F-11

<PAGE>

NEW  MILLENNIUM  DEVELOPMENT  GROUP  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  US  Dollars)
SEPTEMBER  30,  2002
================================================================================


9.     CAPITAL  STOCK  (cont'd  )

     Warrants

The  following  is  a  summary  of  the  warrant  activity during the year ended
September  30,  2002:

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

                                                                     Weighted
                                                                     Average
                                                        Number       Exercise
                                                        of Shares    Price
--------------------------------------------------------------------------------
Outstanding  at  September  30,  2001                   3,200,000   $  1.00

 Granted                                                        -         -
 Exercised                                               (800,000)     1.00
 Cancelled                                                      -         -
 Expired  unexercised                                  (2,400,000)     1.00
                                                       ------------

Outstanding  at  September  30,  2002                           -   $     -
================================================================================


10.     RELATED  PARTY  TRANSACTIONS

          During  the year ended September 30, 2002, the Company accrued $34,240
(2001 - $Nil) for consulting services to a director of the Company who is not an
employee  of  the  Company  and  is  not  paid  a  salary  by  the  Company.

     These  transactions are in the normal course of operations and are measured
at  the  exchange  amount  which  is the amount established and agreed to by the
related  parties.



11.     COMMITMENT

     The  Company entered into an agreement dated February 3, 2002, with Digital
Accelerator  Corporation  ("Daccel"),  a  Canadian  company,  to  acquire  up to
7,600,000  shares  of  Daccel  at  $1.00  U.S. per share.  During the year ended
September  30,  2002,  the  agreement  was  terminated.

                                      F-12

<PAGE>


NEW  MILLENNIUM  DEVELOPMENT  GROUP  INC.
(A  Development  Stage  Company)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
(Expressed  in  US  Dollars)
SEPTEMBER  30,  2002
================================================================================


12.     SUPPLEMENTAL  DISCLOSURE  WITH  RESPECT  TO  CASH  FLOWS


                                                                2002     2001
                                                                ====     ====

Cash                                                            $  -     $  -
Cash  held  in  trust                                              7        -
                                                                ----     ----
Cash  and  cash  equivalents                                    $  7     $  -
=============================================================================

Cash  paid  during  the  period  for  interest                  $  -     $  -
=============================================================================

Cash  paid  during  the  period  for  income  tax               $  -     $  -
=============================================================================

     The  significant  non-cash transactions during the year ended September 30,
2002  were  as  follows:

a)     The  Company  issued  800,000  shares  on  the  exercise  of warrants for
subscription  receivables of $200,000 which were subsequently cancelled prior to
September  30,  2002  (Note  9).

b)     The  Company  issued  1,000,000  shares  for  consulting  services  to be
rendered  of  $120,000  (Note  4).

c)     The  Company  paid  for  duplication services from an third party, with a
value  of  $15,000  by  transferring  computer hardware with a net book value of
$15,000  to  the  third  party.

     There  were  no  significant  non-cash  transactions  during the year ended
September  30,  2001.

13.     FINANCIAL  INSTRUMENTS

The  Company's  financial  instruments  consist  of  amounts  due  from  taxing
authorities,  checks  issued  in  excess  of  cash, accounts payable and accrued
liabilities,  loans  payable,  advances  payable  and  long-term  debt.  Unless
otherwise  noted,  it is management's opinion that the Company is not exposed to
significant  interest,  currency  or  credit  risks arising from these financial
instruments.  The  fair  value  of  funds held in trust, amounts due from taxing
authorities,  checks  issued  in excess of cash and accounts payable and accrued
liabilities  approximate  their  carrying  values  while the fair value of loans
payable,  advances  payable  and  long-term  debt  are not determinable as these
instruments  have  no  fixed  terms  of  repayment.

14.     COMPARTIVE  FIGURES

Certain  prior  year  figures  have  been  reclassified  in  order to conform to
presentation  adopted  in  the  current  year.


                                      F-13


<PAGE>




Item  8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
Financial  Disclosure

We  have  had  no  disagreements with our accountants on accounting or financial
disclosures.


                                    PART III

Item  9.  Directors  and  Executive  Officers  of  the  Registrant

MANAGEMENT

A.  Directors  and  Management


Name                         Age               Position
Riz  Alikhan                 37     Chief Executive Officer, Director
Ian  Stuart                  40     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.

Section  16(A)  Beneficial  Ownership  Reporting  Compliance

The  following  persons  have  failed to file, on a timely basis, the identified
reports  required  by  Section  16(a) of the Exchange Act during the most recent

fiscal  year:

                                  Number     Transactions   Known  Failures
                                  Of  late   Not Timely     To  File  a
Name                              Reports    Reported       Required  Form
----------------------------------------------------------------------------
Riz  Alikhan                         0          0               1
Ian  Stuart                          0          0               1


                                       6

<PAGE>



Item  10.  Executive  Compensation

There was no compensation paid to any officer or director during the fiscal year
ended  September  30,  2002.

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  31,  2003:

     *    Each person or entity who beneficially owns more than 5% of the common
          stock;
     *    Each  of  our  directors;
     *    Each  of  our  executive  officers;  and
     *    All  executive  officers  and  directors  as  a  group.

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.

The table includes all shares of common stock issuable within 60 days of January
31, 2003 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 10,295,300 shares of
common  stock  outstanding  on  a  fully  diluted  basis as of January 31, 2003.



                  Shares  Beneficially  Owned



Name  of  Beneficial  Owner     Number                  Percent
---------------------------------------------------------------

Ray  Alikhan  (1)          800,000                    5.5
Riz  Alikhan                     0                      0
Brunswick  Ltd.  (2)     1,122,400                    7.7
Coradene  Ltd.  (3)      1,250,000                    8.6
Lori  Ltd.  (4)            800,000                    5.5
Safecrest (PAK) Ltd. (5)   800,000                    5.5
Ian  Stuart                      0                      0



                                       7


<PAGE>

Wireless Consulting Inc. (6)     800,000                    5.5


(1)  Includes  400,000  shares  of  common  stock  issuable upon the exercise of
warrants  exercisable  within  60  days  of  January  31,  2003.

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

(3)  Includes  400,000  shares  of  common  stock  issuable upon the exercise of
warrants  exercisable  within  60 days of January 31, 2003 and 450,000 shares of
common  stock  issuable upon the exercise of stock options exercisable within 60
days  of  January  31,  2003.

(4)  Includes  400,000  shares  of  common  stock  issuable upon the exercise of
warrants  exercisable  within  60 days of January 31, 2003. Russel Michel is the
principal  partner  of  Lori  Ltd.

(5)  Includes  400,000  shares  of  common  stock  issuable upon the exercise of
warrants exercisable within 60 days of January 31, 2003. Sara Musharif and Akbar
Alikhan  are  the  principal  partners  of  Safecrest  (PAK)  Ltd.

(6)  Includes  400,000  shares  of  common  stock  issuable upon the exercise of
warrants  exercisable  within  60 days of January 31, 2003. Kevin Gunther is the

principal  partner  of  Wireless  Consulting  Inc.


Item  12.  Certain Relationships and Related Transactions

There have been no transactions by the Company within the last two years where a
director,  officer  or  shareholder  of  the  Company,  had a direct or indirect
interest  where  such  transaction  was  in  excess  of  $60,000.

                                     PART IV

Item  13.  Exhibits and Reports on Form 8-K

(a)  Reports  on  Form  8-K

There  were  no  reports  on  Form 8-K filed during the three month period ended
September  30,  2002.


                                       8

<PAGE>

(b)  Exhibits

None

Item  14.  Controls and Procedures.

As  required  by  Rule  13a-14  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer and Chief
Financial  Officer.  Based upon that evaluation, our Chief Executive Officer and
Chief  Financial  Officer  concluded that our disclosure controls and procedures
are  effective in timely alerting management to material information relating to
us  which  is  required  to be included in our periodic SEC filings.  There have
been  no  significant  changes in our internal controls or in other factors that
could  significantly  affect internal controls subsequent to the date we carried
out  our  evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.


                                       9

<PAGE>

                                   SIGNATURES

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

                                   New Millennium Development Group Inc.
                                   a Nevada Corporation

                                   By: /s/ Riz Alikhan
                                       ----------------------------------------
                                       Riz Alikhan
                                       Principal Executive Officer
                                       Date:  January 30, 2003

In  accordance with the requirements of the Securities 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/ Riz Alikhan
-----------------------------
Riz Alikhan                            Date:  January 30, 2003
Principal Executive Officer,
and Director


/s/ Ian Stuart
-----------------------------
Ian Stuart                             Date:  January 30, 2003
Principal Financial Officer
Principal Accounting Officer
Director





                                       10

<PAGE>

                                 CERTIFICATIONS

I,  Riz  Alikhan,  certify  that;

(1)  I  have  reviewed  this  annual  report  on  Form10-KSB  of  New Millennium
     Development  Group  Inc.;

(2)  Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

(3)  Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report;

(4)  The  Registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the Registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  Registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the Registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

(5)  The  Registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the Registrant's auditors and the audit

     committee  of  Registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the Registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  Registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the Registrant's internal


                                       11

<PAGE>

          controls;  and

(6)  The  Registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

                                      /s/ Riz Alikhan
Date:  January 30, 2003               _______________________________
                                      Riz Alikhan
                                      Principal Executive Officer





                                       12

<PAGE>

                                 CERTIFICATIONS

I,  Ian  Stuart,  certify  that;

(1)  I  have  reviewed  this  annual  report  on  Form10-KSB  of  New Millennium
     Development  Group  Inc.;

(2)  Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

(3)  Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report;

(4)  The  Registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the Registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  Registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the Registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

(5)  The  Registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the Registrant's auditors and the audit
     committee  of  Registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the Registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  Registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the Registrant's internal


                                       13

<PAGE>

          controls;  and

(6)  The  Registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

                                       /s/ Ian Stuart
Date:   January 30, 2003               _______________________________
                                       Ian Stuart
                                       Principal Financial Officer




                                       14