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 September 30, 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
Carolina                                                                                          
27516

(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 X

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 November 13, 2008









NEW MILLENNIUM PRODUCTS

[A Development Stage Company]

BALANCE SHEETS





ASSETS



(Unaudited)

September 30,           
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-related
party                                              
$              
1,735     
$--



Total
liabilities                                                                                  
1,735                           
--



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                                                           
(2,539)     
(269)



Total stockholders' equity
(deficit)                                                   
2,211     
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 September 30, 2008

and unaudited SIX AND Three Months Ended SEPTEMBER 30,
2008







(Unaudited)                     
(Unaudited)

Inception                    
Inception                        
Inception

(Unaudited)                         
(Unaudited)            
(August 22, 2007)      (Aug. 22, 2007)

Six Months
Ended             
Three Months
Ended                 
to                                    
to

June 30, 2008       
June 30,
2008    September 30,
2007  Sept. 30, 2008



REVENUE                
$                    
    
--         
$                            
 --   
$                       
  --        
$              
            --



EXPENSES

General and

Administrative:        
2,270       
770   
269   
2,539

Total
Expenses          2,270         770     269    2,539



NET
LOSS               (2,270)          (770)      (269)    $      
           
(2,539)



Basic loss per

common
share          (.00)       
(.00)   
(.00)



Basic weighted average number
of

common
shares

outstanding      
     
10,004,396       
10,008,889   
10,000,000



























































The accompanying notes are an integral part of this financial
statement.









NEW MILLENNIUM PRODUCTS

[A Development Stage Company]

STATEMENT OF CASH FLOWS

FROM INCEPTION (AUGUST 22, 2007) to SEPTEMBER 30, 2008
(UNAUDITED),

THE UNAUDITED SIX MONTHS ENDED SEPTEMBER 30, 2008, AND THE
UNAUDITED PERIOD INCEPTION (AUGUST 22, 2007) TOSEPTEMBER 30,
2007





(Unaudited)                        
Inception                  
Inception

Six
Months                 
(August 22, 2007)    (August 22, 2007)

Ended                                    
to                 
             
to

June 30, 2008       
September 30, 2007   September 30, 2008



Cash Flows from
Operating Activities:

Net
loss                                                            
$                 
   (2,270)      
$                        
 (770)    
$          
          (2,539)

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                                                             
--                                        
--                                    
--

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                                      
4,000                                 
   
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 six months ended September 30, 2008, the period
inception (August 22, 2007) to September 30, 2007, and the period inception
(August 22, 2007) to September 30 , 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
including in the Companys  Registration Statement on Form S-1, file number
333-152678.  The results of operations for the periods ended September 30,
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.

Organization
Costs - Organization costs, which reflect amounts expended as of December 31,
2007, were expensed as incurred.

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 September  30, 2008, the Companys federal net operating loss
carryforwards were approximately $269 and $2,539 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 the period
from August 22, 2007 through September 30, 2008  and for the three and six
 months ended September 30, 2008.

7






NEW MILLENNIUM PRODUCTS

[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

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 March 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 June 30, 2008, the Company
had an accumulated deficit during development stage of $269 and $1,769. 
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 CONSOLIDATED 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 September 30, 2008 and 2007 and
the three and six month ended September 30, 2008, the Company had no potentially
dilutive securities.

NOTE
7  LITIGATION

As of
March 31, 2008 and September  30, 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 September 30, 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 the
end of calendar 2008, and we intend to have a product ready for test marketing
by early 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).

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.

9






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.

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.

10






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 September 30,
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, including our consolidated subsidiaries, 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.



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

11






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:      
November 13,
2008                                       
By:/s/ Learned J.
Hand

Learned J. Hand
Chief Executive and Financial Officer
(chief financial officer
and accounting officer and
duly authorized officer)