SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q  [X]      
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 - For the quarterly period ended December 31, 2008  [ 
]        TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition
period from __________________ to __________________  Commission File Number 333-152678  NEW MILLENNIUM PRODUCTS (Exact Name
of small business issuer as specified in its charter) Wyoming                                                                                                                    
26-0846965 (State or other Jurisdiction
of                                                                                                           
I.R.S. Employer Identification No.) Incorporation or
Organization  300 Market Street, Suite
130-13,
Chapel Hill, North
Carolina27516 (Address of Principal Executive
Offices)                                                                                                                                
(Zip Code) (919) 370-4408 (Issuer's
Telephone Number, including Area Code)  Indicate
by check mark whether the Registrant (i) has filed all reports required to be
filed by Section 13, or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (of for such shorter period that the Registrant was required
to file such reports) and (ii) has been subject to such filing requirements for
the past 90 days.   Yes X    No  Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).  Yes****[    ]   No  [ X
]  Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act. (Check one):  Large accelerated filer
?

Accelerated filer
?

Non-accelerated filer
?

Smaller reporting company
?X(Do not check if a
smaller reporting company)
  Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  Common
Stock, no par
value                                                                                             
10,800,000 Title of
Class                                                                                                                                 
Number of Shares outstanding at February 9, 2009  NEW MILLENNIUM
PRODUCTS [A
Development Stage Company] BALANCE
SHEETS   ASSETS  (Unaudited) December 31,           
March 31, 2008     
2008 Current assets: Cash                                                                                     
$              
3,946     
$                
481  Total current
assets                                                         
3,946     
481  Total
assets                                                                                    
$              
3,946     
$                
481   LIABILITIES AND
STOCKHOLDERS (EQUITY)  Current liabilities: Accounts
payable                                                                  
$                
250     
$                   
-- Accounts payable-related
party                                              
$              
1,735     
$                   
--  Total
liabilities                                                                                  
1,985                           
--  STOCKHOLDERS' DEFICIT:  Preferred Stock, no par value, unlimited number of shares authorized, no shares issued and outstanding                                                                                           
--                           
-- Common stock, no par value, unlimited number of shares authorized, 10,800,000 and 10,000,000 shares issued and outstanding                                                                                      
5,250                        
750 Subscription
receivable                                                                           
(500)                           
-- Deficit accumulated during development
stage                                                           
(2,789)     
(269)  Total stockholders' equity
(deficit)                                                   
1,961     
481  Total liabilities and stockholders
equity                                            
$              
3,946     
$                
481       The accompanying notes
are an integral part of this financial statement. 2 NEW MILLENNIUM
PRODUCTS [A
Development Stage Company] STATEMENT OF
OPERATIONS From
Inception (August 22, 2007) to DECEMBER 31, 2008 and
unaudited NINE AND Three Months Ended DECEMBER 31, 2008    (Unaudited)                     
(Unaudited) Inception                    
Inception                        
Inception (Unaudited)                         
(Unaudited)            
(August 22,
2007)            (August
22, 2000) Nine Months
Ended            Three
Months
Ended                 
to                                    
to December 31, 2008       
December 31, 2008    December
31, 2007    December 31, 2008  REVENUE                                      
$              
          
--        
$                           
 
--     $            
                
 --    
$            
            
--  EXPENSES General and Administrative:        
2,520       
250   
269   
2,789  Total
Expenses                     
   
2,520        250    269     2,789  NET
LOSS                                     (2,520)       (250)    (269)     $     
            
(2,789)  Basic loss per common
share           
(.00)       
(.00)   
(.00)  Basic weighted average
number of common
shares outstanding        
10,269,597       
10,800,000   
10,000,000                              The accompanying notes
are an integral part of this financial statement. 3 NEW MILLENNIUM
PRODUCTS [A
Development Stage Company] STATEMENT OF CASH
FLOWS FROM INCEPTION (AUGUST
22, 2007) to DECEMBER 31, 2008 (UNAUDITED), THE UNAUDITED SIX MONTHS
ENDED DECEMBER 31, 2008, AND THE UNAUDITED PERIOD INCEPTION (AUGUST 22, 2007)
TO DECEMBER 31,
2008   (Unaudited)                        
Inception                  
Inception Nine
Months               
(August 22, 2007)    (August 22, 2007) Ended                                    
to                 
             
to December 31,
2008        December 31, 2007    December 31, 2008  Cash Flows from
Operating Activities: Net
loss                                                                                         
             
$       
(2,520)                  
       $   
(770)            
$               
(2,789) Adjustments to reconcile
net loss to net cash used by operating activities: Changes in operating
assets and
liabilities                                                              
--                                        
--                                    
-- Increase (decrease) in
prepaid
expenses                                                                  
--                                        
--                                    
-- Increase in accounts
payable                                                                                 
250                                        
--                                 
250 Increase in accounts
payable-related
party                            
1,735       
--   
1,735  Net
cash used by operating
activities                                                
            
(535)                                  
(269)                                 
(804)   Cash Flows from
Financing Activities: Proceeds from sale of
common
stock                                                                 
4,000                                     
500                               
4500 Shares issued for
incorporation
costs                                                                      
--                                     
250                                 
250  Net cash provided by
financing
activities                                                            
  
--                                      
750                              
4,750  Net Increase in
Cash                                                                                             
3,465                                     
481                              
3,946  Cash at Beginning of
Period                                                                                   
481                                        
--                                    
--  Cash at End of
Period                                                                 
$                        
3,946       
$                           
481   
$                        
3,946  Supplemental Disclosures
of Cash Flow Information: Cash paid during
the period for: Interest                                                                         
     
$                              
--       
 $                              
--       
$                    
        -- Income
taxes                                                                   
 
$             
                 
--        
$                              
--       
$                  
          --  Supplemental Schedule of
Non-cash Investing and Financing Activities:  None        The
accompanying notes are an integral part of this financial
statement. 4 NEW MILLENNIUM
PRODUCTS [A Development Stage
Company]  NOTES TO UNAUDITED
FINANCIAL STATEMENTS  As of and for the three and nine months ended December 31, 2008, the period
inception (August 22, 2007) to December 31, 2007, and the period inception
(August 22, 2007) to December 31, 2008.  NOTE 1 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES  Organization  New Millennium Products
(the Company) was organized under the laws of the State of Wyoming on August
22, 2007. The Company is developing products for restoration and rejuvenation of
hair, skin, leather and fur.  The Company has not yet generated any
revenues from planned principal operations and is considered a development stage
company as defined in Statement of Financial Accounting Standards No. 7. 
The Company has, at the present time, not paid any dividends and any dividends
that may be paid in the future will depend upon the financial requirements of
the Company and other relevant factors.  In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows at
September 30, 2008 and 2007 and for the periods then ended have been
made. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles in the United States of America
have been condensed or omitted.  It is suggested that these financial
statements be read in conjunction with the notes to financial statements thereto
included in the audit for the year ended March 31, 2008 included in the
Companys Registration Statement on Form S-1, file number 333-152678.  The results of
operations for the periods ended December 31, 2008 are not necessarily
indicative of the operating results for the full year. Fiscal Year - The Companys fiscal
year-end is March 31.  Cash and Cash Equivalents - The Company
considers all highly liquid debt investments purchased with a maturity of three
months or less to be cash equivalents.  Advertising Costs - Advertising costs are
charged to operations when incurred.  The Company has not yet incurred any
advertising costs.  Stock-Based Compensation - The Company
has one stock-based employee compensation plan [See Note 2].  The Company
accounts for its plan under the recognition and measurement principles of SFAS
123R, Share Based Payment and related Interpretations.  The Company has
not issued any stock options or warrants.  Income Taxes - The Company accounts for
income taxes in accordance with Statement of Financial Accounting Standards No.
109 Accounting for Income Taxes [See Note 3].     5  NEW MILLENNIUM
PRODUCTS [A Development Stage
Company]  NOTES TO FINANCIAL
STATEMENTS  NOTE 1 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES [Continued]  Loss Per Share - The computation of loss
per share is based on the weighted average number of shares outstanding during
the period presented in accordance with Statement of Financial Accounting
Standards No. 128, Earnings Per Share [See Note 6].  Accounting Estimates - The preparation of
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 amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the financial
statements, and the reported amount of revenues and expenses during the reported
period.  Actual results could differ from those estimated.  Recently Enacted Accounting Standards
 In
December 2007, the FASB issued Statement of Financial Accounting Standards
No. 141 (revised 2007), Business Combinations (FAS 141R) and
Statement of Financial Accounting Standards No. 160, Noncontrolling
Interests in Consolidated Financial Statements, an Amendment of ARB No. 51
(FAS 160). These new standards are the U.S. GAAP outcome of a joint
project with the International Accounting Standards Board (IASB).
FAS 141R applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008 and will significantly
change the accounting for business combinations in a number of areas, including
the treatment of contingent consideration, acquisition costs, intellectual
property, research and development, and restructuring costs. FAS 160
establishes reporting requirements that clearly identify and distinguish between
the interests of the parent and the interests of the non-controlling owners. The
Company is currently evaluating the impact of adopting FAS 141R and
FAS 160 on its Consolidated Financial Statements which are effective for
the Company at the beginning of its fiscal year 2010. In
March 2008, the FASB issued Statement of Financial Accounting Standards
No. 161, Disclosures about Derivative Instruments and Hedging Activities,
an amendment of FASB Statement No. 133 (FAS 161), which requires
enhanced disclosures about a companys derivative and hedging activities. The
Company currently is evaluating the impact of the adoption of the enhanced
disclosures required by FAS 161 which is effective for the Company at the beginning of its fiscal year 2010. In May 2008, the FASB issued Statement of
Financial Accounting Standards No. 162, The Hierarchy of Generally
Accepted Accounting Principles (FAS 162). The new standard is intended to
improve financial reporting by identifying a consistent framework, or hierarchy,
for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with generally accepted accounting principles
(GAAP) for nongovernmental entities in the United States. FAS 162 is
effective 60 days following SEC approval of the Public 6   NEW MILLENNIUM
PRODUCTS [A Development Stage
Company]  NOTES TO FINANCIAL
STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES [Continued] Company
Accounting Oversight Board Auditing amendments to AU Section 411, The
Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles. The Company is currently evaluating the impact, if any, of adopting
FAS 162, on its Consolidated Financial Statement In
May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee
Insurance Contracts  an Interpretation of FASB Statement No. 60 (SFAS
163).  SFAS 163 clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement of premium
revenue and claim liabilities.  This Statement also requires expanded
disclosures about financial guarantee insurance contracts.  SFAS 163 is
effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those fiscal years.  The Company does not expect that the
adoption of SFAS 163 will have a material impact on its financial
statements. NOTE 2  - CAPITAL
STOCK  Common Stock - The Company has authorized
an unlimited number of shares of no par value common stock and preferred
stock.  In October 2007, in connection with its organization, the Company
issued 9,000,000 shares common stock for cash of $500 to one individual who is
an officers/shareholder of the Company, and issued 1,000,000 shares to the
officer/shareholders brother for incorporation expenses of $250 advanced by
him. In September 2008, the Company issued 800,000 shares of common stock for
cash of $3,500 and subscription receivable of $500. A related party provided a
legal opinion in connection with a registration statement for a cost of $500.
This amount was treated as a contribution to capital and is included in common
stock.  Stock Option Plan - In October 2007, the
Board of Directors adopted and the stockholders at that time approved the 2007
Stock Option Plan (the Plan).  The Plan provides for the granting of
qualified and non-qualified stock options to purchase up to 1,000,000 shares of
common stock to directors, officers, advisors and employees of the Company as
well as to employees of companies that do business with the Company. 
Awards under the plan will be granted as determined by the Stock Option
Committee of the Board of Directors.  The Plan limits awards to directors,
officers and employees to $100,000 of compensation per year.  The options
will expire after 10 years or 5 years if the option holder owns at least 10% of
the common stock of the Company.  The exercise price of a non-qualified
option must be at least 85% of the market price.  The exercise price of a
qualified option must be at least equal to the market price or 110% of the
market price if the option holder owns at least 10% of the common stock of the
Company.  At March 31, 2008 and June 30, 2008, no awards had been made and
total awards available to be granted from the Plan amounted to 1,000,000
shares.  NOTE 3 - INCOME TAXES  At March 31, 2008 and December 31, 2008,
the Companys federal net operating loss carryforwards were approximately $269
and $2,789 for which an allowance has been recorded for the full amount due to
the uncertainty of realizability.  The Company had a provision for (benefit
from) income taxes of $0 for 7  NEW MILLENNIUM
PRODUCTS [A Development Stage
Company]  NOTES TO FINANCIAL
STATEMENTS  the period from August 22, 2007 through
December 31, 2008  and for the three and nine  months ended December
31, 2008.  The Financial Accounting Standards Board
has published FASB Interpretation 48 (FIN 48), Accounting for Uncertainty in
Income Taxes, to address the non-comparability in reporting tax assets and
liabilities resulting from a lack of specific guidance in FASB Statement of
Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income
Taxes, on the uncertainty in income taxes recognized in an enterprises
financial statements.  Specifically, FIN 48 prescribes (a) a consistent
recognition threshold and (b) a measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return, and provides related guidance on derecognition,
classification, interest and penalties, accounting interim periods, disclosure
and transition.  To the extent interest and penalties would be assessed by
taxing authorities of any underpayment of income taxes, such amounts would be
accrued and classified as a component of income tax expenses on the consolidated
statement of operations FIN 48 will apply to fiscal years beginning, after
December 15, 2007, with earlier adoption permitted.  The Company has
completed its evaluation of the effects of FIN 48 and has concluded that the
adoption of FIN 48 did not impact the financial statements for the period ended
December 31, 2008.  NOTE 4  RELATED PARTY
TRANSACTIONS  An officer and shareholder of the Company
is providing a nominal amount of office space to the Company at no cost. This
shareholder paid $1,500 of expenses on behalf of the Company in the three months
ended June 30, 2008. Another shareholder paid $235 on behalf of the Company in
the three months ended September 30, 2008. These advances are repayable on
demand and do not bear interest.  NOTE 5 - GOING CONCERN  The accompanying financial statements
have been prepared in conformity with generally accepted accounting principles
in the United States of America, which contemplate continuation of the Company
as a going concern.  However, the Company was only recently formed and has
not yet been successful in establishing profitable operations.  At March
31, 2008 and December 31, 2008, the Company had an accumulated deficit during
development stage of $269 and $2,789.  These factors raise substantial
doubt about the ability of the Company to continue as a going concern.  In
this regard, management is proposing to raise any necessary additional funds not
provided by operations through loans or through additional sales of their common
stock.  There is no assurance that the Company will be successful in
raising this additional capital or in achieving profitable operations.  The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.  NOTE 6  NET LOSS PER COMMON
SHARE  The Company computes net loss per share
in accordance with SFAS No. 128, Earnings per Shares (SFAS 128) and SEC Staff
Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of share of
common stock outstanding during the period. The 8  NEW MILLENNIUM
PRODUCTS [A Development Stage
Company]  NOTES TO FINANCIAL
STATEMENTS  calculation of diluted net loss per share
gives effect to common stock equivalents; however, potential common shares are
excluded if their effect is anti-dilutive. For the period from Inception (August
22, 2007) through December 31, 2008 and 2007 and the three and nine month ended
December 31, 2008, the Company had no potentially dilutive securities.  NOTE 7  LITIGATION  As of March 31, 2008 and December 31,
2008, the Company is not aware of any current or pending litigation which may
affect the Companys operations.   Item
2       MANAGEMENTS DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION  We have not received revenues from operations through December 31, 2008. 
Until we receive funding from outside sources, such as debt or equity financing,
our operations will be limited by the financial resources that can be provided
by officers personal loans.  New Millennium Products will require approximately $300,000 in cash over the
next twelve months to effect is business plan.  We expect to obtain this
cash from the proceeds of one or more private or public offerings, or from loans
from our officer or other shareholders. Our officer, Learned J. Hand,  has
agreed to loan up to $300,000 . We do not expect to carry out any private or
public offerings until such time as our common stock is publicly listed.
Therefore, our officer will likely be providing all required funds until that
time.  Any funds will be loaned at a rate of 8% interest and will be
repayable out of the proceeds of any offering.  The following sets forth the approximately amounts needed for each category of
expenses:  Marketing, advertising and
promotion                             
$                
120,000 Product
development                                                                       
100,000 General and administrative
expenses                              
80,000  Total                                                                        
$                
300,000  New Millennium Products intends to follow these milestones in developing its
business over the next 12 months. Delays in implementation of our 12-month
business plan may arise due to our lack of experience in operating a consumer
care products company or our lack of in house personnel.  Product development will be primarily conducted by independent contractor
scientific personnel, and will be oriented toward determining the most cost
effective means of manufacturing our products in commercial quantities. We also
will be developing the carrier base for our formulation. For example, for a face
cream, the formulation could be mixed with natural oils, glycerin and/or
emulsifiers and with a light fragrance.  We have not entered into any
agreements with any specific scientific personnel.  New Millennium Products
is located in Chapel Hill, North Carolina, the home of the University of North
Carolina  Chapel Hill. The Chapel Hill area enjoys a large base of scientific
personnel who can assist us in our scientific needs. We have identified
qualified scientists and technicians, but these individuals will not be
available (due to existing commitments) until the fall of 2008. The initial
product development phase of our business will be complete, we believe, by June
2009, and we intend to have a product ready for test marketing by late
2009.  Marketing, advertising and promotion can begin in the first quarter of 2009.
Initially we will be test marketing in regional markets. These costs will
include preliminary packaging design, promotional events and trade show
presentations. If our preliminary products are accepted, or if they are
acceptable subject to the modifications developed in test marketing, we then
will be able to finalize final design of our products.  We intend to then
(beginning in the second half of calendar 2009) market primarily through
infomercials and direct marketing (mail or internet advertising). 9  General and Administrative Expenses, consisting of salaries ($3,000), legal
(about $500), accounting ($1,000) and office expenses ($2,000) will commence to
be expended commencing in September 2008 at about $6,500 per month.  (All
these amounts are estimates.) The officer is deferring salary at this time. We
intend to hire a Chief Operating Officer in North Carolina as soon as possible,
and will also hire part time clerical help.  We do not have any agreements or understandings with respect to sources of
capital other than the proposed loan by our officer.  We have not
identified any potential sources.  We probably will need to raise
additional funds at the end of 12 months. Our plan is to carry out an offering
as soon as we can obtain a trading symbol.  Information included in this prospectus includes forward looking statements,
which can be identified by the use of forward-looking terminology such as may,
expect, anticipate, believe, estimate, or continue, or the negative thereof or
other variations thereon or comparable terminology. The statements in "Risk
Factors" and other statements and disclaimers in this prospectus constitute
cautionary statements identifying important factors, including risks and
uncertainties, relating to the forward-looking statements that could cause
actual results to differ materially from those reflected in the forward-looking
statements.  Since we have not yet generated any revenues, we are a development stage company
as that term is defined in paragraphs 8 and 9 of SFAS No. 7.  Our
activities to date have been limited to seeking capital; investigation of
potential manufacturing costs, and development of a business plan.  Our
auditors have included an explanatory paragraph in their report on our financial
statements, relating to the uncertainty of our business as a going concern, due
to our lack of operating history or current revenues, its nature as a start up
business, management's limited experience and limited funds.  We do not
believe that conventional financing, such as bank loans, is available to us due
to these factors.  We have no bank line of credit available to us. 
Management believes that it will be able to raise the required funds for operations from one or more future offerings, in order to
effect our business plan.  Our future operating results are subject to many facilities,
including:  o     our success in developing our products and in
marketing them;  o     our ability to attract qualified scientific and
managerial personnel;  o     the effects of competition from other rejuvenation
products;  o     our ability to obtain additional financing;
and  o     other risks which we identify in future filings with
the SEC.  Any or all of our forward looking statements in this annual report and in any
other public statements we make may turn out to be wrong. They can be affected
by inaccurate assumptions we might make or by known or unknown risks and
uncertainties. Consequently, no forward looking statement can be guaranteed. In
addition, we undertake no responsibility to update any forward-looking statement
to reflect events or circumstances which occur after the date of this
prospectus.  Critical Accounting Policies  Our discussion and analysis of results of operations and financial condition are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We evaluate our estimates on an ongoing basis, including those
related to provisions for uncollectible accounts receivable, inventories,
valuation of intangible assets and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.  The accounting policies that we follow are set forth in Note 1 to our financial
statements. These accounting policies conform to accounting principles generally
accepted in the United States, and have been consistently applied in the
preparation of the financial statements. 10  Off-Balance Sheet Arrangements  We have no off balance sheet
arrangements.  Recently Enacted Accounting
Pronouncements  In December 2007, the FASB issued
Statement of Financial Accounting Standards No. 141 (revised 2007),
Business Combinations (FAS 141R) and Statement of Financial Accounting
Standards No. 160, Noncontrolling Interests in Consolidated Financial
Statements, an Amendment of ARB No. 51 (FAS 160). These new
standards are the U.S. GAAP outcome of a joint project with the
International Accounting Standards Board (IASB). FAS 141R applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008 and will significantly change the accounting for business
combinations in a number of areas, including the treatment of contingent
consideration, acquisition costs, intellectual property, research and
development, and restructuring costs. FAS 160 establishes reporting
requirements that clearly identify and distinguish between the interests of the
parent and the interests of the non-controlling owners. The Company is currently
evaluating the impact of adopting FAS 141R and FAS 160 on its
Consolidated Financial Statements which are effective for the Company at the
beginning of its fiscal year 2010.  In March 2008, the FASB issued Statement
of Financial Accounting Standards No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133
(FAS 161), which requires enhanced disclosures about a companys
derivative and hedging activities. The Company currently is evaluating the
impact of the adoption of the enhanced disclosures required by FAS 161
which is effective for the Company at the beginning of its fiscal year
2010.  In May 2008, the FASB issued Statement of
Financial Accounting Standards No. 162, The Hierarchy of Generally
Accepted Accounting Principles (FAS 162). The new standard is intended to
improve financial reporting by identifying a consistent framework, or hierarchy,
for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with generally accepted accounting principles
(GAAP) for nongovernmental entities in the United States. FAS 162 is
effective 60 days following SEC approval of the Public Company Accounting
Oversight Board Auditing amendments to AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles. The
Company is currently evaluating the impact, if any, of adopting FAS 162, on
its Consolidated Financial Statements  In May 2008, the FASB issued SFAS No.
163, Accounting for Financial Guarantee Insurance Contracts  an Interpretation
of FASB Statement No. 60 (SFAS 163).  SFAS 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claim liabilities.  This Statement
also requires expanded disclosures about financial guarantee insurance
contracts.  SFAS 163 is effective for fiscal years beginning on or after
December 15, 2008, and interim periods within those fiscal years.  The
Company does not expect that the adoption of SFAS 163 will have a material
impact on its financial statements.  Item
3.             
Quantitative and Qualitative Disclosures About Market Risk.   As a
"smaller reporting company" as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.  Item
4T.           Controls and
Procedures.   Disclosure Controls and Procedures Evaluation of
disclosure controls and procedures.  The Company's principal executive officer
and its principal financial officer, based on their evaluation of the Company's
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c)
and 15d -14 (c) as of December 31, 2008. Based on this evaluation, our principal
executive officer and principal financial officer concluded as of the Evaluation
Date that our disclosure controls and procedures were effective such that the
information relating to the Company, required to be disclosed in our SEC reports
(i) is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms and (ii) is accumulated and communicated to
management, including our principal executive officer/principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosure. Our management, including our chief executive officer and chief
financial officer, does not expect that our disclosure controls and procedures
or our internal controls will prevent all error and all fraud.  A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints and the benefits of controls must be considered relative to
their costs. Due to the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been
detected.  Changes in internal controls. There were
no significant changes in the Company's internal controls or in other factors
that could significantly affect the Company's internal controls subsequent to
the date of their evaluation. 11  PART II. OTHER
INFORMATION  Item 1. LEGAL PROCEEDINGS -
None  Item 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS  All have been reported in prior
filings.  Item 3. DEFAULTS UPON SENIOR SECURITIES -
None  Item 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS - None  Item 5. OTHER INFORMATION -
None  Item 6. EXHIBITS   31. Certification, Learned J. Hand, CEO
and CFO. 32. Certification pursuant to 18 U.S.C.
Section 1350 of Learned J. Hand   SIGNATURES  Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.  NEW MILLENNIUM PRODUCTS    Date:      
February 9,
2009                                           
By:/s/ Learned J.
Hand Learned J. Hand Chief Executive and Financial Officer (chief financial officer and accounting officer and duly authorized officer)    12