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


                                   FORM 10-QSB


            [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934
                       For the quarter ended March 31, 2002

                                       OR

            [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                         Commission file number 0-22515


                          MILLENNIUM ELECTRONICS, INC.
           (Name of Small Business Issuer as specified in its charter)

                Nevada                             33-0750730
               (State or other jurisdiction of     (I.R.S. employer
               incorporation or organization       identification No.)



                      130 Main Street, Heber City, UT 84032
                    (Address of principal executive offices)

          Registrant's telephone no., including area code: (435) 654-3774


                                       N/A
          Former name, former address, and former fiscal year, if changed
                                since last report.


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

 Securities registered pursuant to Section 12(g) of the Exchange Act: $.001 Par
                               Value Common Stock


Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 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. (1) Yes
No X (2) Yes_X__ No____.

Common Stock outstanding at November __, 2002 - 5,376,131 shares of $.001 par
value Common Stock.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE






<PAGE>




                                   FORM 10-QSB

                        FINANCIAL STATEMENTS AND SCHEDULES
                            MILLENNIUM ELECTRONICS, INC.


                       For the Quarter ended March 31, 2002


      The following financial statements and schedules of the registrant are
      submitted herewith:


                        PART I - FINANCIAL INFORMATION
                                                                         Page of
                                                                     Form 10-QSB

Item 1. Financial Statements:

            Balance Sheets--March 31, 2002                                     3

            Statements of Operations--for the three months
            ended March 31, 2002 and March 31, 2001                            4

            Statements of Cash Flows--for the three months ended March 31,
            2002 and March 31, 2001                                            5

            Notes to Financial Statements                                  6 - 9

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                             10


                           PART II - OTHER INFORMATION

                                                                            Page

Item 1.      Legal Proceedings                                                21
Item 2.      Changes in the Rights of the Company's Security Holders          21
Item 3.      Defaults by the Company on its Senior Securities                 21
Item 4.      Submission of Matters to Vote of Security Holders                21
Item 5.      Other Information                                                21
Item 6(a).   Exhibits                                                         21
Item 6(b).   Reports on Form 8-K                                              21

                                       2
                                     <PAGE>



                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                   BALANCE SHEET
                                                      March 31, 2002 (unaudited)
--------------------------------------------------------------------------------

                                     ASSETS

Current assets
  Cash and cash equivalents                                          $   61,960
                                                                     -----------

      Total current assets                                           $   61,960
                                                                     ===========


                              STOCKHOLDERS' EQUITY

Commitments

Stockholders' equity
  Cumulative convertible preferred stock, Series B, $1 stated value
    50,000 shares authorized
    30,500 shares issued and outstanding                            $    30,500
  Cumulative convertible preferred stock, Series C, $2 stated value
    5,000,000 shares authorized
    100,000 shares issued and outstanding                               180,000
  Common stock, $0.001 par value
    25,000,000 shares authorized
    5,376,131 shares issued and outstanding                               5,876
  Additional paid-in capital                                          6,930,571
  Treasury stock, at cost                                               (50,000)
  Accumulated deficit                                                (7,034,987)
                                                                    ------------

      Total stockholders' equity                                    $     61,960
                                                                    ============






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

                                       3
                                     <PAGE>


                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                         STATEMENT OF OPERATIONS
                           For the Three Months Ended March 31, 2002 (unaudited)
--------------------------------------------------------------------------------

                                                   2002              2001
                                                (unaudited)       (unaudited)


Selling, general, and administrative expenses   $   12,639        $   20,265
                                                -----------       -----------

Net loss                                        $  (12,639)       $  (20,265)
                                                ===========       ===========

Basic and diluted loss per share                $        -        $        -
                                                ===========       ===========

Weighted-average shares outstanding used to
  compute basic and diluted loss per share       5,376,131         5,376,131
                                                ===========       ===========





















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

                                       4
                                     <PAGE>

                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                         STATEMENT OF CASH FLOWS
                           For the Three Months Ended March 31, 2002 (unaudited)
--------------------------------------------------------------------------------


                                                     2002            2001
                                                     ----            ----
                                                  (unaudited)    (unaudited)
Cash flows from operating activities
   Cash paid to suppliers and employees           $  (12,639)    $  (20,265)
                                                  -----------    -----------
     Net cash used in operating activities           (12,639)       (20,265)
                                                  -----------    -----------

Cash flows from financing activities
   Proceeds from issuance of preferred stock               -         16,500
                                                  -----------    -----------
     Net cash provided by financing activities             -         16,500
                                                  -----------    -----------
       Net decrease in cash                          (12,639)        (3,765)

Cash, beginning of period                             74,599          6,239
                                                  -----------    -----------
Cash, end of period                               $   61,960     $    2,474
                                                  ===========    ===========














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

                                       5
                                     <PAGE>


                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                      March 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

      Millennium Electronics, Inc. (the "Company") was incorporated in Nevada on
      February 13, 1997 with the intent to be a holding company. The Company
      manufactured and sold personal computer systems and semiconductor memory
      products through its wholly owned subsidiary, Millennium Memory, Inc.
      ("MMI"), a California corporation. In August 2001, MMI filed for
      liquidation under Chapter 7 of the United States Bankruptcy Code and was
      liquidated. The Company is currently an inactive public shell without
      operations and is seeking to merge with an operating company.

NOTE 2 - GOING CONCERN

      The Company does not have any operating business and has limited
      resources. Cash on hand may not be sufficient to satisfy the Company's
      cash requirements during the next 12 months. The Company will seek
      additional financing in order to implement its business plan or consummate
      a merger. There is not any assurance that the Company will be able to
      raise the required capital. As such, the Company may not be able to
      continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Development Stage Enterprise
      Since January 1, 2002, the Company has become a development stage company
      as defined in Statement of Financial Accounting Standards ("SFAS") No. 7,
      "Accounting and Reporting by Development Stage Enterprises." The Company
      is devoting all of its present efforts to its formation and to
      fundraising. The losses of $12,639 accumulated since January 1, 2002 have
      been considered as part of the Company's development stage activities.

      Comprehensive Income
      The Company utilizes SFAS No. 130, "Reporting Comprehensive Income." This
      statement establishes standards for reporting comprehensive income and its
      components in a financial statement. Comprehensive income as defined
      includes all changes in equity (net assets) during a period from non-owner
      sources. Examples of items to be included in comprehensive income, which
      are excluded from net income, include foreign currency translation
      adjustments and unrealized gains and losses on available-for-sale
      securities. Comprehensive income is not presented in the Company's
      financial statements since the Company did not have any of the items of
      comprehensive income that were material.

                                       6
                                     <PAGE>


                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                      March 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      Cash and Cash Equivalents
      For purposes of the statement of cash flows, the Company considers all
      highly-liquid investments purchased with original maturities of three
      months or less to be cash equivalents.

      Fair Value of Financial Instruments
      For certain of the Company's financial instruments, including cash and
      cash equivalents, the carrying amounts approximate fair value due to their
      short maturities.

      Treasury Stock
      The Company accounts for its treasury stock under the cost method, whereby
      purchases of treasury stock are recorded at the cost to the Company.

      Income Taxes
      Deferred taxes are provided on a liability method, whereby deferred tax
      assets are recognized for deductible temporary differences, and deferred
      tax liabilities are recognized for taxable temporary differences.
      Temporary differences are the differences between the reported amounts of
      assets and liabilities and their tax bases. Deferred tax assets are
      reduced by a valuation allowance when, in the opinion of management, it is
      more likely than not that some portion of 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.

      Estimates
      The preparation of financial statements requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amounts of revenue and
      expenses during the reporting period. Actual results could differ from
      those estimates.

      Concentrations of Credit Risk
      Financial instruments which potentially subject the Company to
      concentrations of credit risk consist of cash and cash equivalents. The
      Company places its cash and cash equivalents with high quality financial
      institutions and at times may exceed the Federal Deposit Insurance
      Corporation's $100,000 insurance limit.


                                       7
                                     <PAGE>


                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                      March 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE 4 - STOCKHOLDERS' DEFICIT

      Preferred Stock, Series B
      In May 2000, the Company issued Series B convertible preferred stock with
      a stated value of $1 in a private offering to its officers, directors, and
      others at $1 per share. At March 31, 2002, there were 50,000 shares
      authorized and 30,500 shares issued and outstanding. The holders of the
      Series B preferred stock do not have any voting rights. Each share of the
      preferred stock is convertible into 200 shares of common stock. The
      Company is required to reserve an equal amount of authorized but unissued
      common stock at all times. No dividends are payable on Series B preferred
      stock.

      In March 2001, the Company issued 20,500 shares of Series B preferred
      stock to officers, directors, and others at a price of $1 per share. Each
      of the preferred shares is convertible into 200 shares of common stock.

      Preferred Stock, Series C
      In April 2001, the Company raised approximately $180,000, net of $22,500
      in offering costs, in a private offering of 100,000 shares of Series C
      preferred stock at a price of $2 per share. The annual rate of dividends
      payable on each share of preferred stock will be 9% of the liquidation
      value thereof. All dividends on the preferred stock will be paid when, as,
      and if declared by the Company's Board of Directors with shares of the
      Company's common stock valued at $0.04 per share. Dividends on the
      preferred stock will begin to accrue and be cumulative from the date of
      the original issuance of the preferred stock. Each of the preferred shares
      is convertible into 50 shares of common stock.

      The preferred shares are redeemable at the Company's option at price equal
      to 300% of the stated value per share, plus any accumulated and unpaid
      dividends. However, redemption is not permitted unless the Company's
      common stock is trading at $5 per share or more. The preferred shares are
      convertible at the option of the holders of the preferred shares into
      shares of common stock on the basis of one preferred share convertible
      into 50 shares of common stock. In the event of dissolution of the
      Company, the holders of the preferred shares will be entitled to a
      liquidation preference for each preferred share of $3, plus any
      accumulated and unpaid dividends to the date of payment, subject to
      certain limitations. At March 31, 2002, the cumulative unpaid dividends on
      Series C preferred stock amounted to $33,750.


                                       8
                                     <PAGE>


                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                      March 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE 5 - INCOME TAXES

      At March 31, 2002, the Company had approximately $3,916,000 and $1,172,000
      of net operating loss carryforwards for federal and state income tax
      purposes, respectively, to reduce future taxable income. In the event of a
      change in ownership, the utilization of such losses may be limited.

      Because the Company does not have any operations or any revenue, the
      Company elected not to recognize a tax benefit for net operating loss
      carryforwards due to the uncertainty of its realization. Accordingly, the
      Company has recorded a 100% valuation allowance for such losses as of
      March 31, 2002.





                                       9
                                     <PAGE>


                                     ITEM 2
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

      Millennium Electronics, Inc., is a Nevada corporation which is currently
inactive. We were originally formed November 13, 1991 under the laws of the
State of Delaware to acquire or merge with another operating company or another
entity or to acquire a technology or other asset. In 1997, we acquired
Millennium Memory, Inc., a privately held California corporation ("MMI"). In
connection with our acquisition of MMI, we changed our domicile from the State
of Delaware to the State of Nevada and we changed our name to Millennium
Electronics, Inc. Immediately following the change of domicile, name change and
acquisition of MMI, we were a publicly-held Nevada corporation with MMI as our
wholly-owned subsidiary.

      In September 1997, we acquired NetRam Components, Inc., a California
corporation, a provider of high-end, high-powered PC systems.

      From 1997 to 1999, we manufactured and sold personal computer systems and
semiconductor memory products through our wholly owned subsidiary, MMI. We were
ultimately unsuccessful in our operations and in 1999, we terminated our
operations. At such time, we were in default in our loans with Coast Business
Credit, a division of Southern Pacific Bank. On April 8, 1999, we transferred
all of our operating assets, and those of our subsidiary, MMI, to Coast Business
Credit to be credited as payment toward our outstanding debt to Coast Business
Credit. These assets had previously been pledged to Coast Business Credit to
secure such loan. We have been inactive since April 1999.

      The Company's day-to-day management resigned in June 2000 and new
management was appointed, to attempt to bring the Company current it its
financial and SEC reports, to thereafter attempt to locate an investment or
acquisition opportunity (a "Target Business"), and to acquire such Target
Business through the issuance of our securities in a reverse merger type of
transaction. Our Business Plan is described below. We have essentially no assets
except for a limited amount of cash, and no current operations.

      In 2001, our subsidiary, MMI, was liquidated in a proceeding under Chapter
7 of the United States Bankruptcy Code.

Additional Information

      Formation and Public Offering. The Company was formed under the laws of
the State of Delaware on November 13, 1991, for the purpose of investing in any
and all types of assets, properties and businesses. In connection with our
initial capitalization, we issued 660,000 shares of our common stock to our
officers and directors for the aggregate sum of $15,000. On March 23, 1992, the
United States Securities and Exchange Commission declared effective a

                                       10
                                     <PAGE>

Registration Statement on Form S-18, filed by the Company. The Registration
Statement related to an offering of 1,000,000 Units of the Company's securities
at $1.00 per Unit. Each Unit consisted of one share of common stock and four
Common Stock Purchase Warrants exercisable at $1.25 per Warrant. The offering
was a "blind pool" or "blank check" offering. The formal Closing of the public
offering was held March 30, 1993. A total of 700,275 Units of our securities
were sold in the public offering and gross offering proceeds were $700,275.
Management of the Company had previously agreed to transfer a portion of their
shares of our common stock back to us for cancellation if less than all Units
offered in the public offering were sold. A total of 199,817 of management's
660,000 shares were canceled pursuant to such agreement. Immediately following
the close of the public offering there were 1,160,458 shares of our common stock
issued and outstanding.

      Acquisition of Millennium Memory, Inc. On March 31, 1997, a Special
Meeting of our Shareholders was held and the following proposals were approved
by our shareholders:

      1.    A proposal to effect a 1-for-2.5 reverse split of the issued and
            outstanding shares of our Company's common stock.

      2.    A proposal to reincorporate the Company in the State of Nevada and
            in connection therewith to change our name to Millennium
            Electronics, Inc. and to authorize a class of preferred stock
            consisting of 5,000,000 shares of $.001 par value preferred stock.

      3.    A Proposal to approve an Agreement and Plan of Merger (the "Merger
            Agreement") between the Company and Millennium Memory, Inc.
            ("Millennium") and the acquisition ("Merger") of Millennium by the
            Company. In connection with the Merger, the Company issued 6,778,868
            shares of our common stock, calculated after the 1-for-2.5 reverse
            stock split, to the shareholders of Millennium.

      4.    To elect directors.

      At the time of such Special Meeting of Shareholders, there were 1,160,458
shares of the Company's $0.001 par value common stock issued and outstanding and
the number of holders of record of the Company's common stock was 103.

      The reverse split was effected in connection with the change of domicile
merger.

      Following the change of domicile merger, the Company completed the Merger
whereby it acquired Millennium Memory ("MMI"). In connection with the Merger,
the Company formed a subsidiary under the laws of the State of California under
the name of Beacon Merger Sub, Inc. ("Merger Sub"). Under the Merger Agreement
(i) Merger Sub merged into MMI; (2) each share of common stock of MMI was
converted into one share of common stock of the Company; (3) each option to
purchase one share of MMI was converted into an option to purchase one share of
the Company, and (4) MMI became a wholly-owned subsidiary of the Company.

                                       11
                                     <PAGE>


      The Merger was effective March 31, 1997. Immediately following the change
of domicile, the reverse split and the acquisition of MMI, the following shares
of our common stock were issued and outstanding:

      Shares outstanding before the merger                   1,160,458
                                                            ----------
      Shares outstanding after reverse split                   464,183
      Shares issued in Merger                                6,778,868
                                                            ----------

      Total Shares to be issued and
        outstanding at closing of Merger                     7,243,051
                                                            ==========

      Transactions following the Merger. During the year ended December 31,
1997, the Company completed the following common stock transactions:

o           We issued 1,575,000 shares of our common stock in a private
            placement and received net proceeds of $2,378,735. A total of 75,000
            of these shares were issued to the placement agent as compensation.

o           On September 30, 1997, we acquired 100% of the outstanding common
            stock of NetRam in exchange for $120,000 and 576,000 shares of the
            Company's common stock.

o           We issued 478,197 shares of our common stock upon the exercise of
            options and warrants and received proceeds of $1,494,366.

o           We canceled 130,098 shares that were placed in escrow upon the
            Merger with MMI.

      Operations in 1998 and 1999. Following the Merger, we operated our
wholly-owned subsidiary, MMI, in the memory and computer business. Operations
proved to be unsuccessful and all, or substantially all, of the Company's assets
were disposed of on April 8, 1999 when our wholly owned subsidiary, MMI,
surrendered and granted exclusive peaceful possession of MMI=s assets pledged as
collateral (the "Collateral") to Coast Business Credit, a division of Southern
Pacific Bank, due to MMI's default under the borrowing agreement (the
"Agreement") with Coast Business Credit. MMI consented to the disposition of the
Collateral by Coast Business Credit at a private or public sale. Proceeds from
the sale or disposition of the Collateral was applied first to the costs of the
sale, second to attorney's fees, third to accrued interest and fourth to unpaid
principal. Pursuant to the Agreement, as of April 8, 1999, MMI was indebted to
Coast Business Credit in the principal amount of $675,000.00. As of April 8,
1999 the MMI listed total assets of $631,500.00 and total current liabilities of
$2,532,790.00.

      Appointment of New Management. From April 1999 to June 2002, the Company
was inactive. In June 2000, previous management resigned and new officers and
directors were appointed. The Company's new officers and directors are:

                                       12
                                     <PAGE>


      Douglas P. Morris                             President/Director
      Dan O. Price                                  Vice President/Director
      Mark A. Scharmann                             Secretary/Director

      As part of the agreement of new management to take over the company, the
previous president of the Company, Troy Barnes transferred 2,915,816 of his
shares of our common stock to us for cancellation. In consideration of the
transfer of such shares we agreed to indemnify Mr. Barnes and his wife from
certain liabilities relating to the Company.

      In order to enable us to move forward with our business plan, we needed to
repay or otherwise deal with these liabilities and raise additional working
capital. Management believed that it was in the best interests of the Company to
authorize a Series B Preferred Stock to raise some cash and to pay liabilities.
We raised $25,000 from the sale of Series B Preferred Stock and also received
services in the amount of $5,000 in exchange for 30,500 shares of Series B
Preferred Stock. A total of $20,000 of the cash raised was used to pay
creditors.

      Activities in 2001. In order to enable us to move forward with our
business plan, we needed to repay or otherwise deal with liabilities, fund
professional fees and raise some additional working capital. Management believed
that it was in the best interests of the Company to authorize a Series C
Preferred Stock to raise some cash and to pay liabilities. We raised $200,000
from the sale of 100,000 shares of Series C Preferred Stock .

      Repayment of Coast Business Credit and De Lage Financial. We entered into
Settlement Agreements with Coast Business Credit and with De Lage Landen
Financial Services, Inc. in connection with outstanding debt we owed to each of
these creditors. We owed approximately $300,000 to Coast Business Credit and
$170,000 to De Lage Financial. As payment in full for such debt, we paid $35,000
in cash to each of these creditors and we issued 135,705 shares of our common
stock to De Lage and 100,000 of our shares to Coast Business Credit's parent,
Imperial Credit Industries, Inc. As a result of these transactions, our debt was
reduced by approximately $470,000.

      Chapter 7 Proceeding. Most of the liabilities incurred in our previous
operations were incurred by, and were liabilities of, our subsidiary, MMI. In
August 2001, we commenced a Chapter 7 bankruptcy liquidation proceeding to
discharge such debt and liquidate MMI. The Chapter 7 bankruptcy proceeding was
completed and Millennium Memory is no longer a subsidiary of the Company and we
have no obligations related to the debt of Millennium Memory.

Liquidity and Capital Resources

        As of March 31, 2002, we had total assets of $61,960 consisting of cash.
As of March 31, 2002, we had no liabilities. As of December 31, 2001, we had
total assets of $74,599 consisting of cash. As of December 31, 2001, we had no
liabilities.


                                       13
                                     <PAGE>


        It is likely that we will be required to raise additional capital in
order to attract a potential acquisition partner but there can be no assurance
that we will be able to raise any additional capital. It is also likely that any
future acquisition will be made through the issuance of shares of the Company's
common stock which will result in the dilution of the percentage ownership of
the current shareholders.

        We will continue to be an inactive company unless and until it raises
additional capital and acquires an operating company. There can be no assurance
that either will occur.

Results of Operations

        The Company has generated no revenues since the Confirmation Date of its
Bankruptcy Reorganization. The Company will not generate any revenues, if ever,
until and unless it merges with an operating company or raises additional
capital for its own operations. There can be no assurance that either of such
events will happen.

        The Company had a net loss of $12,369 the three months ended March 31,
2002. This compares to a net loss of $20,265 for the three months ended March
31, 2001. Selling and general and administrative expenses consist primarily of
legal, accounting and printing charges for all periods presented.

Plan of Operation

        The Company's current business plan is to serve as a vehicle for the
acquisition of, or the merger or consolidation with another company (a "Target
Business"). The Company intends to utilize its limited current assets, equity
securities, debt securities, borrowings or a combination thereof in effecting a
Business Combination with a Target Business which the Company believes has
significant growth potential. The Company's efforts in identifying a prospective
Target Business are expected to emphasize businesses primarily located in the
United States; however, the Company reserves the right to acquire a Target
Business located primarily elsewhere. While the Company may, under certain
circumstances, seek to effect Business Combinations with more than one Target
Business, as a result of its limited resources the Company will, in all
likelihood, have the ability to effect only a single Business Combination.

      The Company may effect a Business Combination with a Target Business which
may be financially unstable or in its early stages of development or growth. To
the extent the Company effects a Business Combination with a financially
unstable company or an entity in its early stage of development or growth
(including entities without established records of revenue or income), the
Company will become subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, to the extent that the Company effects a Business
Combination with an entity in an industry characterized by a high level of risk,
the Company will become subject to the currently unascertainable risks of that
industry. An extremely high level of risk frequently characterizes certain
industries which experience rapid growth. Although management will endeavor to

                                       14
                                     <PAGE>

evaluate the risks inherent in a particular industry or Target Business, there
can be no assurance that the Company will properly ascertain or assess all
risks.

 Forward Outlook and Risks

      This Form 10-QSB contains and incorporates by reference certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act with respect to results of our
operations and businesses. All statements, other than statements of historical
facts, included in this Form 10-QSB, including those regarding market trends,
our financial position, business strategy, projected costs, and plans and
objectives of management for future operations, are forward-looking statements.
In general, such statements are identified by the use of forward- looking words
or phrases including, but not limited to, "intended," "will," "should," "may,"
"expects," "expected," "anticipates," and "anticipated" or the negative thereof
or variations thereon or similar terminology. These forward-looking statements
are based on our current expectations. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, there can be no
assurance that such expectations will prove to be correct. Because
forward-looking statements involve risks and uncertainties, our actual results
could differ materially. Important factors that could cause actual results to
differ materially from our expectations are disclosed hereunder and elsewhere in
this Form 10-QSB. These forward-looking statements represent our judgment as of
the date of this Form 10-QSB. All subsequent written and oral forward-looking
statements attributable to Millennium are expressly qualified in their entirety
by the Cautionary Statements. We disclaim, however, any intent or obligation to
update our forward-looking statements.

      Operating History; No Assets; No Present Source of Revenues. We have been
inactive since 1999. We intend to attempt to commence active operations in the
future by acquiring a Target Business. Potential investors should be aware that
there is only a limited basis upon which to evaluate our prospects for achieving
our intended business objectives. We have no resources and has had no revenues
since 1999. In addition, we will not generate any revenues (other than
investment income) until, at the earliest, the consummation of a Business
Combination. Moreover, there can be no assurance that any Target Business will
derive any material revenues from its operations or operate on a profitable
basis.

      Possibility of Total Loss of Investment. An investment in the Company, is
an extremely high risk investment, and should not be made unless the investor
has no need for current income from the invested funds and unless the investor
can afford a total loss of his or her investment.

      Risk of Unknown Creditors. However, because of the change of management,
the inability to locate all of the Company's corporate records, it is possible
that additional demands and claims with be made by other persons and entities
claiming to be creditors of the Company.

      "Blind Pool" Offering; Broad Discretion of Management. Prospective
investors who invest in the Company will do so without an opportunity to
evaluate the specific merits or risks of any one or more Business Combinations.

                                       15
                                     <PAGE>

There can be no assurance that acquisition determinations ultimately made by
management will enable us to achieve our business objectives.

      Absence of Substantive Disclosure Relating to Prospective Business
Combinations; Investment in the Company Versus Investment in a Target Business.
"Blind pool" and "blank check" offerings are inherently characterized by the
absence of substantive disclosure, other than general descriptions, relating to
the intended application of the net proceeds of the offering. We have not yet
identified a prospective Target Business. Accordingly, investors will have no
substantive information concerning consummation of any specific Business
Combination in considering a purchase of the Preferred Shares in this offering.

      Seeking to Achieve Public Trading Market through Business Combination.
While a prospective Target Business may deem a consummation of a Business
Combination with the Company desirable for various reasons, a Business
Combination may involve the acquisition of, merger or consolidation with, a
company which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding what it may
deem to be adverse consequences of undertaking a public offering itself,
including time delays, significant expense, loss of voting control and the time
and expense incurred to comply with various Federal and state securities laws
that regulate initial public offerings. Nonetheless, there can be no assurance
that there will be an active trading market for the Company's securities
following the completion of a Business Combination or, if a market does develop,
as to the market price for the Company's securities.

      Uncertain Structure of Business Combination. The structure of a future
transaction with a Target Business cannot be determined at the present time and
may take, for example, the form of a merger, an exchange of stock or an asset
acquisition. We may form one or more subsidiary entities to complete a Business
Combination and may, under certain circumstances, distribute the securities of
subsidiaries to our stockholders. There cannot be any assurance that a market
would develop for the securities of any subsidiary distributed to stockholders
or, if it did, any assurance as to the prices at which such securities might
trade. The structure of a Business Combination or the distribution of securities
to stockholders may result in taxation of the Company, the Target Business or
stockholders.

      Unspecified Target Business; Unascertainable Risks. None of our
directors/officers has had any contact or discussions with any entity or
representatives of any entity regarding a consummation of a Business
Combination. Accordingly, there is no basis for prospective investors to
evaluate the possible merits or risks of the Target Business or the particular
sector of the technology industries in which the Company may ultimately operate.
To the extent we effect a Business Combination with a financially unstable
company or an entity in its early stage of development or growth (including
entities without established records of revenues or income), we will become
subject to numerous risks inherent in the business and operations of financially
unstable and early stage or potential emerging growth companies. Although
management will endeavor to evaluate the risks inherent in a particular Target
Business or industry, there can be no assurance that we will properly ascertain
or assess all such risks.

                                       16
                                     <PAGE>


      Probable Lack of Business Diversification. As a result of our limited
resources, in all likelihood, we will have the ability to complete only a single
Business Combination. Accordingly, our prospects for success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities which have the resources to consummate several Business Combinations or
entities operating in multiple industries or multiple segments of a single
industry, it is highly likely that the we will not have the resources to
diversify our operations or benefit from the possible spreading of risks or
offsetting of losses. Our probable lack of diversification may subject us to
numerous economic, competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular industry in which we may
operate subsequent to a consummation of a Business Combination. There can be no
assurance that the Target Business will prove to be commercially viable.

      Conflicts of Interest; Absence of Independent Directors. None of the
Company's directors or executive officers are required to commit their full time
to the affairs of the Company and it is likely that such persons will not devote
a substantial amount of time to the affairs of the Company. Such personnel will
have conflicts of interest in allocating management time among various business
activities. As a result, the consummation of a Business Combination may require
a greater period of time than if the Company's management devoted their full
time to the Company's affairs.

      Limited Ability to Evaluate Target Business Management; Possibility That
Management Will Change. The role of the present management in the operations of
a Target Business of the Company following a Business Combination cannot be
stated with certainty. Although we intend to scrutinize closely the management
of a prospective Target Business in connection with our evaluation of the
desirability of effecting a Business Combination with such Target Business,
there can be no assurance that our assessment of such management will prove to
be correct, especially in light of the possible inexperience of current key
personnel of the Company in evaluating certain types of businesses. While it is
possible that certain of our directors or executive officers will remain
associated in some capacities with the Company following a consummation of a
Business Combination, it is unlikely that any of them will devote a substantial
portion of their time to the affairs of the Company subsequent thereto.
Moreover, there can be no assurance that such personnel will have significant
experience or knowledge relating to the operations of the Target Business
acquired by the Company. We may also seek to recruit additional personnel to
supplement the incumbent management of the Target Business. There can be no
assurance that we will successfully recruit additional personnel or that the
additional personnel will have the requisite skills, knowledge or experience
necessary or desirable to enhance the incumbent management. In addition, there
can be no assurance that our future management will have the necessary skills,
qualifications or abilities to manage a public company embarking on a program of
business development.

      Competition. We expect to encounter intense competition from other
entities having business objectives similar to our business objectives. Many of
these entities, including venture capital partnerships and corporations, other
blind pool companies, large industrial and financial institutions, small

                                       17
                                     <PAGE>

business investment companies and wealthy individuals, are well-established and
have extensive experience in connection with identifying and effecting Business
Combinations directly or through affiliates. Many of these competitors possess
greater financial, technical, human and other resources than the Company and
there can be no assurance that the Company will have the ability to compete
successfully. The Company's financial resources will be limited in comparison to
those of many of its competitors. Further, such competitors will generally not
be required to seek the prior approval of their own stockholders, which may
enable them to close a Business Combination more quickly than we can. This
inherent competitive limitation may compel us to select certain less attractive
Business Combination prospects. There can be no assurance that such prospects
will permit us to achieve our business objectives.

      Uncertainty of Competitive Environment of Target Business. In the event
that we succeed in effecting a Business Combination, we will, in all likelihood,
become subject to intense competition from competitors of the Target Business.
In particular, certain industries which experience rapid growth frequently
attract an increasingly larger number of competitors, including competitors with
greater financial, marketing, technical, human and other resources than the
initial competitors in the industry. The degree of competition characterizing
the industry of any prospective Target Business cannot presently be ascertained.
There can be no assurance that, subsequent to a consummation of a Business
Combination, we will have the resources to compete in the industry of the Target
Business effectively, especially to the extent that the Target Business is in a
high-growth industry.

      Additional Financing Requirements. We will not generate any revenues
(other than investment income) until, at the earliest, the consummation of a
Business Combination. We cannot ascertain the capital requirements for any
particular Business Combination we may consider. We will likely be required to
seek additional financing. There can be no assurance that such financing will be
available on acceptable terms, or at all. To the extent that additional
financing proves to be unavailable when needed to consummate a particular
Business Combination, we would, in all likelihood, be compelled to restructure
the transaction or abandon that particular Business Combination and seek an
alternative Target Business candidate, if possible. In addition, in the event of
the consummation of a Business Combination, we may require additional financing
to fund the operations or growth of the Target Business. Our failure to secure
additional financing could have a material adverse effect on the continued
development or growth of the Target Business. We do not have any arrangements
with any bank or financial institution to secure additional financing and there
can be no assurance that any such arrangement, if required or otherwise sought,
would be available on terms deemed to be commercially acceptable and in our best
interests.

      No Appraisal of Potential Business Combination. We do not anticipate that
we will obtain an independent appraisal or valuation of a Target Business.
Accordingly, our stockholders will need to rely primarily upon management to
evaluate a prospective Business Combination.

      No Public Market for Securities. Currently, there is no public market for
our common stock and no assurance can be given that an active market will
develop or if developed, that it will be sustained. It is unlikely that any

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                                     <PAGE>

market will develop prior to the consummation of a Business Combination. Even if
a Business Consummation is completed, there can be no assurance that a trading
market for our securities will ever develop.

      Shares Eligible for Future Sale. If all of the Series C Preferred Shares
and Series B Preferred Shares are converted into common stock, there will be
more than 16,000,000 shares of common stock issued and outstanding. Of which
approximately 5,100,000 are currently sellable under Rule 144 if a public market
existed. All remaining shares, including Shares issued to investors in this
Offering, are "restricted securities," as that term is defined in Rule 144
promulgated under the Securities Act ("Rule 144") and may only be sold pursuant
to a registration statement under the Securities Act or an applicable exemption
from registration thereunder, including exemptions provided by Rule 144. No
prediction can be made as to the effect that future sales of common stock, or
the availability of shares of common stock for future sale, will have on the
market price of the common stock prevailing from time to time.

      Risk of Application of Penny Stock Rules. Our common stock is subject to
the penny stock rules as adopted by the Securities and Exchange Commission (the
"Commission"). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Commission that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from such rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. If our common stock remains subject to the penny stock rules,
investors in the Offering may find it more difficult to sell their shares.

      Probable Lack of Business Diversification. As a result of our limited
resources, in all likelihood, we will have the ability to complete only a single
Business Combination. Accordingly, the prospects for our success will be
entirely dependent upon the future performance of a single business. Unlike
certain entities that have the resources to consummate several Business
Combinations or entities operating in multiple industries or multiple segments
of a single industry, it is highly likely that we will not have the resources to
diversify our operations or benefit from the possible spreading of risks or
offsetting of losses. Our probable lack of diversification may subject us to
numerous economic, competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular industry in which we may
operate subsequent to consummation of a Business Combination. The prospects for
our success may become dependent upon the development or market acceptance of a
single or limited number of products, processes or services. Accordingly,
notwithstanding the possibility of capital investment in and management

                                       19
                                     <PAGE>

assistance to the Target Business by us, there can be no assurance that the
Target Business will prove to be commercially viable.

      No Independent Appraisal of Potential Acquisition Candidates. We do not
anticipate that we will obtain an independent appraisal or valuation of a Target
Business. Our stockholders will need to rely primarily upon management to
evaluate a prospective Business Combination.

      Limited Ability to Evaluate Management of a Target Business. Although we
intend to scrutinize closely the management of a prospective Target Business in
connection with its evaluation of the desirability of effecting a Business
Combination with such Target Business, there can be no assurance that our
assessment of such management will prove to be correct.

      Selection of a Target Business and Structuring of a Business Combination.
Our management will have substantial flexibility in identifying and selecting a
prospective Target Business within the specified businesses. In evaluating a
prospective Target Business, management will consider, among other factors, the
following: (i) costs associated with effecting the Business Combination; (ii)
equity interest in and opportunity for control of the Target Business; (iii)
growth potential of the Target Business; (iv) experience and skill of management
and availability of additional personnel of the Target Business; (v) capital
requirements of the Target Business; (vi) competitive position of the Target
Business; (vii) stage of development of the Target Business; (viii) degree of
current or potential market acceptance of the Target Business; (ix) proprietary
features and degree of intellectual property or other protection of the Target
Business; (x) the financial statements of the Target Business; and (xi) the
regulatory environment in which the Target Business operates.

Uncertainty of Competitive Environment of Target Business

      In the event that we succeed in effecting a Business Combination, we will,
in all likelihood, become subject to intense competition from competitors of the
Target Business. In particular, certain industries which experience rapid growth
frequently attract an increasingly large number of competitors including
competitors with increasingly greater financial, marketing, technical, human and
other resources than the initial competitors in the industry. The degree of
competition characterizing the industry of any prospective Target Business
cannot presently be ascertained. There can be no assurance that, subsequent to a
Business Combination, we will have the resources to compete effectively,
especially to the extent that the Target Business is in a high-growth industry.

Certain Securities Laws Considerations

      Under the Federal securities laws, public companies must furnish
stockholders certain information about significant acquisitions, which
information may require audited financial statements for an acquired company
with respect to one or more fiscal years, depending upon the relative size of
the acquisition. Consequently, we will only be able to effect a Business

                                       20
                                     <PAGE>

Combination with a prospective Target Business that has available audited
financial statements or has financial statements which can be audited.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings. We are not a party to any legal proceeding. We did
have a judgment in the amount of $170,705 against us entered in favor of De Lage
Landen Financial Services. We negotiated a settlement and release of this
judgment by paying $35,000 and issuing De Lage Landen Financial Services 135,705
shares of our common stock.

      In 2001, our subsidiary, Millennium Memory, Inc., a California
corporation, commenced bankruptcy proceedings under Chapter 7 of the U.S.
Bankruptcy Code. The Chapter 7 proceeding was completed and Millennium Memory,
Inc., was liquidated and its liabilities extinguished.

Item 2.       Changes in the Rights of the Company's Security Holders.  None.

Item 3.       Defaults by the Company on its Senior Securities.  None

Item 4.       Submission  of  Matters  to Vote of  Security  Holders.  No matter
was submitted to a vote of the  Company's  security  holders for the quarter
ended March 31, 2002.

Item 5.       Other Information.

Item 6(a).    Exhibits. 99.1 Certificate of Chief Executive Officer/Chief
Financial Officer

Item 6(b).    Reports on Form 8-K.  None.


                                    SIGNATURE


  In accordance with the requirements of the Exchange Act, the Company has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.


Dated:   October 30, 2002        MILLENNIUM ELECTRONICS, INC.


                                 By         /s/ Douglas P. Morris
                                            Douglas P. Morris
                                            Principal Executive Officer
                                            Principal Financial Officer


                                       21
                                     <PAGE>


            CERTIFICATION OF CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER
             PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas P. Morris certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Millennium
Electronics, Inc.;

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 we 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 quarterly 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 quarterly report (the "Evaluation Date"); and

       c) presented in this quarterly 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 function):

       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 controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls

                                       22
                                     <PAGE>

subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  October 30, 2002

/s/ Douglas P. Morris
Douglas P. Morris,
Chief Executive Officer and Chief Financial Officer

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