NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                             to be held May 7, 2001

TO THE STOCKHOLDERS OF NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

NOTICE IS HEREBY  GIVEN that a Special  Meeting of  Stockholders  (the  "Special
Meeting") of New Millennium  Media  International,  Inc., will be held on May 7,
2001 at the hour of 9:00  a.m.  eastern  daylight  saving  time at 101  Philippe
Parkway,  Suite 300,  Safety Harbor,  Florida 34695 for  considering  and acting
upon:

     1.   A proposal to amend the Company's  Restated  Articles of Incorporation
          to effect a reverse split of the  outstanding  shares of the Company's
          common stock,  whereby  every five shares of common stock  outstanding
          will  automatically be reverse split into one share  outstanding.  The
          par value will remain at $0.001 per share; and

     2.   Such other  business,  if any, as may properly come before the Special
          Meeting or any adjournments or postponements thereof.

Only  stockholders  of record at the close of  business on April 2, 2001 will be
entitled to notice of and to vote at the Special  Meeting or any  adjournment(s)
thereof.  For a period  of at least ten days  prior to the  Special  Meeting,  a
complete list of  stockholders  entitled to vote at the Special  Meeting will be
open to examination by any  stockholder  during  ordinary  business hours at the
offices of the Company,  101 Philippe  Parkway Suite 300 Safety Harbor,  Florida
34695.

Information  concerning  the matters to be acted upon at the Special  Meeting is
set forth in the accompanying Proxy Statement.

A proxy card is enclosed in the envelope in which these materials were mailed to
you.  Please fill in, date and sign the proxy card and return it promptly in the
enclosed  postage-paid return envelope.  If you attend the Special Meeting,  you
may, if you wish, withdraw your proxy and vote in person.

                                        By Order of the Board of Directors

                                        ----------------------------------
                                        John "JT" Thatch, President/CEO/Director

Safety Harbor, Florida
April 6, 2001

WE URGE YOU TO  SIGN,  DATE AND  RETURN  THE  ENCLOSED  PROXY  CARD(S)  WHICH IS
SOLICITED ON BEHALF OF THE BOARD OF  DIRECTORS AS SOON AS POSSIBLE,  EVEN IF YOU
ARE  CURRENTLY  INTENDING TO ATTEND THE MEETING.  THIS WILL NOT PREVENT YOU FROM
VOTING IN PERSON, BUT WILL ASSURE THAT YOUR VOTE IS COUNTED IF YOU ARE UNABLE TO
ATTEND THE MEETING.



                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                                 PROXY STATEMENT

                                  INTRODUCTION

This proxy  statement is  furnished  to  stockholders  of New  millennium  Media
International,  Inc., a Colorado Corporation (the "Company"), in connection with
the  solicitation  of proxies by the Company's Board of Directors for use at the
Special Meeting of Stockholders to be held at 9:00 a.m., eastern daylight saving
time, on May 7, 2001,  located at 101 Philippe  Parkway Suite 300 Safety Harbor,
Florida (the "Special Meeting"),  and at any adjournment(s) thereof. The Special
Meeting is being held for the purpose of considering and acting upon:

     1.   A proposal to amend the Company's  Restated  Articles of Incorporation
          to effect a five for one reverse  split of the  outstanding  shares of
          the Company's common stock,  whereby every five shares of common stock
          outstanding  will  automatically  be  reverse  split  into  one  share
          outstanding.  The par  value  will  remain at  $0.001  per share  (the
          "Reverse Split"); and

     2.   Such other  business,  if any, as may properly come before the Special
          Meeting or any adjournments or postponements thereof.

The date of this Proxy Statement is April 6, 2001. This proxy Statement is first
being mailed to the Company's stockholders on or about such date.

The Company's  principal  offices are located at 101 Philippe  Parkway Suite 300
Safety Harbor, Florida. Its telephone number is (727) 797-6664.

VOTING AT THE MEETING

Only holders of record of the Company's common stock, par value $0.001 per share
(the "Common Stock"), outstanding at the close of business on April 2, 2001 (the
"Record Date") are entitled to notice of and to vote at the Special  Meeting and
at any adjournment(s)  thereof.  As of the close of business on the Record Date,
27,099,462  shares of Common Stock were  outstanding and entitled to vote at the
Special  Meeting.   Unless  otherwise   indicated,   all  references  herein  to
percentages  of  outstanding  shares of Common Stock are based on such number of
shares outstanding. Each share of common Stock is entitled to one vote.

The presence, in person or by proxy, of holders of a majority of the outstanding
shares of Common Stock  entitled to vote is necessary to  constitute a quorum at
the  Special  Meeting.  Abstentions  and  broker  non-votes  will be  counted in
determining  whether a quorum is present. A record holder of shares who competes
and  properly  signs the  accompanying  proxy card and returns it to the Company
will have their  shares  voted as directed on the proxy card.  If a  stockholder
attends  the Special  meeting,  that  stockholder  may vote his or her shares by
completing  a ballot at the  Special  Meeting.  The  Company  will have  ballots
available  at the  Special  Meeting  for  stockholders  who choose to vote their
shares in person.

Many  stockholders  hold their  shares of Common  Stock in "street  name," which
means that the shares are registered in their brokers', banks', or other nominee
holders'  names  rather  than in the  stockholders'  own names.  The street name
holder should provide to those stockholders, along with these proxy solicitation
materials that the Company has provided to the street name



holder,  the street  name  holder's  own  request  for voting  instructions.  By
completing the voting  instruction card, the stockholder may direct their street
name  holder  how  to  vote  the  stockholder's  shares.  Alternatively,   if  a
stockholder  wants to vote their street name shares at the Special Meeting,  the
stockholder must contact their broker directly in order to obtain a proxy issued
to the stockholder by their nominee holder.  A broker letter that identifies the
stockholder as a stockholder is not the same as a  broker-issued  proxy.  If the
stockholder  fails to bring a nominee-issued  proxy to the Special Meeting,  the
stockholder  will not be able to vote their  nominee-held  shares at the Special
Meeting.

If a stockholder  holds shares in street name through a broker or other nominee,
the broker or nominee will not be permitted to exercise  voting  discretion with
respect to approval of the Reverse Split. Thus, if a stockholder does not give a
broker or  nominee  specific  instructions,  the  shares may not be voted on the
proposal for the Reverse Split and will not be counted in determining the number
of shares necessary for approval.  Shares represented by such "broker non-votes"
will,  however,  be counted in determining  whether there is a quorum present at
the Special Meeting.

The  affirmative  vote of a majority  of the issued  and  outstanding  shares of
Common  Stock on the Record  Date is  required  to approve  the  Reverse  Split.
Abstentions and broker non-votes will have the same effect as a vote against the
Reverse Split.

All share of Common Stock represented by properly executed and unrevoked proxies
will be voted at the Special  Meeting in  accordance  with the  direction on the
proxies.  If no direction is indicated,  the shares will be voted  "against" (i)
the proposed Reverse Split; and (ii) at the discretion of the proxy holders with
regard to any other  matter that may properly  come before the Special  Meeting.
The Company  does not know of any  matters,  other than those  described  in the
Notice of Special  Meeting of  Stockholders,  which will come before the Special
Meeting.

A  stockholder  of the Company who executes and returns a proxy has the power to
revoke it at any time before it is voted.  A stockholder  who wishes to revoke a
proxy can do so by (i) executing a later date proxy  relating to the same shares
and by  delivering  it to the  Secretary of the Company prior to the vote at the
Special  Meeting,  (ii) giving written notice of the revocation to the Secretary
of the Company  prior to the vote at the Special  Meeting or (iii)  appearing in
person at the Special Meeting and voting in person the shares to which the proxy
relates. All written notices of revocation and other communications  relating to
the revocation of proxies should be addressed as follows:
New  Millennium  Media  International,  Inc., 101 Philippe  Parkway,  Suite 300,
Safety Harbor, Florida 34695, Attention: Secretary.

PROXY SOLICITATION EXPENSES

The Company will bear the cost of soliciting its proxies, including the expenses
of distributing its proxy materials. In addition to the use of the mail, proxies
may be solicited  by personal  interview,  telephone  or telegram by  directors,
officers,  employees  and agents of the Company who will  receive no  additional
compensation  for doing so.  The  Company  may  reimburse  brokers,  custodians,
nominees and fiduciaries for reasonable  out-of-pocket expenses incurred by them
in forwarding  proxy material to the beneficial  owners of the Common Stock held
by them as stockholders of record.



                             OWNERSHIP OF SECURITIES

The  following  table  sets  forth  certain  information  as of April  2,  2001,
regarding   beneficial  ownership  of  our  issued  common  stock  by  (i)  each
shareholder  known  by us to be  the  beneficial  owner  of 5% or  more  of  the
outstanding common stock, (ii) each of our directors and (iii) all directors and
executive officers as a group.  Except as otherwise  indicated,  we believe that
the  beneficial  owners of the common stock listed below,  based on  information
furnished by such owners,  have sole investment and voting power with respect to
such shares,  subject to community  property  laws where  applicable.  Shares of
common  stock  issuable  upon  exercise  of options and  warrants  have not been
included in this table.

Name and Address                   Amount and Nature        Percent of Class (1)
of Beneficial                      of Beneficial
Owner                              Ownership
- ----------------                   -----------------        --------------------
John Thatch                        2,500,000                         9%
President/CEO
and Director

Gerald Parker (2)                  -0-                               0%
Chairman

Andy Badolato (2)                  -0-                               0%
Director & Vice
President of Finance

Tony Gomes (2)                     -0-                               0%
Director & Vice President
Of Corporate Marketing

Investment Management              12,632,080                       46%
of America, Inc.(2)

Troy Lowrie                        2,250,000                         8%
(Resigned)(3)

Officers, Directors                17,382,080                       64%
and Affiliates as a group

(1)  Based upon 27,099,462 outstanding shares of common stock.
(2)  Parker,  Badolato and Gomes recently  resigned as officers and directors of
     New Millennium Media International,  Inc. They are majority shareholders in
     Investment Management of America, Inc.
(3)  Mr. Troy Lowrie was the past president and director of PMC which was merged
     into New Millennium Media International, Inc.



                                   PROPOSAL 1

                  APPROVAL OF AMENDMENT TO EFFECT REVERSE SPLIT

The Board of Directors  believes that the best  interests of the Company and its
stockholders  will be served by  amending  the  Company's  Restated  Articles of
Incorporation to effect a reverse split of the Company's  presently issued total
number of  authorized  shares of Common Stock and retain the par value at $0.001
per share.  The Board of Directors has adopted,  and proposes that the Company's
stockholders approve, the Reverse Split. Except as otherwise indicated,  all per
share  information in this proxy statement is presented without giving effect to
the Reverse Split.

If the  stockholders  approve the Reverse  Split,  the amendment and thereby the
Reverse  Split will  become  effective  upon the filing of an  amendment  to the
Company's  Restated  Articles of  Incorporation  with the  Secretary of State of
Colorado.  The Company is currently  authorized  to issue  75,000,000  shares of
Common Stock.

There were  approximately  355  beneficial  owner of the common  Stock as of the
Record Date. The Reverse Split is not expected to cause a significant  change in
the number of beneficial  owners of the Common  Stock.  The Company has no plans
for the  cancellation  or purchase of shares of Common  Stock from  holders of a
nominal  number  of  shares  following  the  Reverse  Split  and has no  present
intention to take the Company private through Reverse Split or otherwise.

As of the record  date,  there were  reserved  for  issuance  upon  exercise  of
outstanding  options an aggregate  of 3,000,000  share of Common Stock under the
Company's Employee Stock Option Plan (hereafter "ESOP"). All outstanding options
include  provisions for adjustment in the number of shares covered by the option
and the related  exercise  price in the event of a reverse  stock split.  If the
Reverse  Split is approved  and  effected,  there would be reserved for issuance
upon exercise of all outstanding ESOP options a total of  approximately  600,000
shares of Common Stock.  Each of the outstanding ESOP options would evidence the
right to purchase a number of shares of Common stock equal to the product of the
number of shares  previously  covered  by the option  divided  by five,  and the
exercise price per share would be multiplied by five.

The  proposed  Reverse  Split will not affect  any  stockholder's  proportionate
equity  interest  in the  Company  or the  rights,  preferences,  privileges  or
priorities of any stockholder,  other than an adjustment, which may occur due to
fractional  shares.  Likewise,  the proposed  Reverse  Split will not affect the
total  shareholders'  equity of the Company or any  components of  shareholders'
equity as reflected on the financial  statements of the Company except to change
the number of issued and outstanding  shares of capital stock. There would be no
increase or decrease in the  Company's  "stated  capital"  account  (outstanding
shares  multiplied by par value) or "capital in excess"  account  (excess of the
Company's  net assets over the  Company's  stated  capital).  In addition to the
number of authorized  and  outstanding  share of Common Stock,  the Company will
need to adjust the historical earnings per share on its financial statements. No
other  adjustment  will be required in the Company's  financial  statements as a
result of the Reverse Split.



The following table illustrates the principal effects on the Common Stock of the
Reverse Split:

                                                             April 2, 2001
                                                       -------------------------
                                                                 As Adjusted for
                                                         Actual   Reverse Split
                                                       -------------------------
     Authorized....................................... 75,000,000   15,000,000
     Issued and outstanding........................... 27,099,462    5,419,892
     Reserved for issuance (ESOP)(1)..................  3,000,000      600,000
     Reserved for Issuance (Swartz)(2)................ 20,000,000    4,000,000
     Available for issuance........................... 24,900,538    4,980,108

     (1)  June 21,  2000 the  Board of  Directors  authorized  that the  Company
     reserve  from the  authorized,  but  unissued,  shares of Common  Stock for
     exercise of stock  options  granted  pursuant to the NMMI  Employees  Stock
     Option Plan.

     (2)  Issuable  periodically  over a 36 months  term  pursuant to the Swartz
     Investment  Agreement.  Swartz  Private  Equity,  LLC will  purchase  under
     Regulation  D up to  $25,000,000  of shares at a price of the lesser of the
     market price minus $0.10 or 92% of the market  price for 20 days  following
     each put date.  Swartz has  already  received  a  "commitment  warrant"  to
     purchase  1,000,000  shares at  signing  the letter of intent at an initial
     price of $0.30 per share and may thereafter be reset every 6 months. Swartz
     shall receive  "additional  warrants" for additional shares so that the sum
     of "commitment  warrants" and  "additional  warrants" may equal up to 4% of
     the number of fully diluted common  outstanding  shares. The price shall be
     the same as that calculated for "commitment warrants".  "Purchase warrants"
     are issuable to Swartz from time to time when NMMI  exercises its put right
     to sell shares of common stock to Swartz.  The exercise  price of a warrant
     will  initially  be  equal  to 110% of the  market  price  for that put and
     thereafter  may be reset every six months.  Each warrant  initially will be
     immediately  exercisable  and have a term beginning on the date of issuance
     and ending five years thereafter.

EXCHANGE OF SHARES; NO FRACTIONAL SHARES

The Company will appoint  Computershare,  Inc. as exchange  agent in  connection
with the Reverse Split.  As soon as practicable  after the effective date of the
Reverse Split,  common  stockholders will be notified and requested to surrender
to the exchange  agent any  certificate(s)  representing  outstanding  shares of
Common Stock in exchange for  certificate(s)  representing the reduced number of
share of common  Stock that will result from the Reverse  Split,  together  with
cash in lieu of any fractional share as discussed below.  Holders are requested,
but not  required,  to  tender  their  certificates  within  30 days  after  the
effective  date of the Reverse Split to exchange for  certificates  representing
the  reduced  number of share of common  Stock that will result from the Reverse
Split.  The  Company's  stock  records  will be  adjusted  to  reflect  the post
reverse-split  shares held by each common  stockholder.  On the effective  date,
each  certificate  representing  shares of Common  Stock  will be deemed for all
purposes to  represent  the reduced  number of shares of Common  Stock that will
result from the Reverse Split, whether or not the certificates  representing the
outstanding  Common Stock are surrendered for exchange.  Any portion of the cash
resulting  from sales of aggregated  fractional  shares sold as described in the
next paragraph that is held by the exchange agent six months after the effective
date will be returned to the  company,  on demand.  Thereafter,  holders of post
reverse-split shares eligible for this cash settlement would be paid directly by
the Company. As of the Record Date, there



were  approximately 355 stockholders of record, and following the Reverse Split,
it is not anticipated that this number will change materially.

A holder of Common  Stock will be entitled  to receive a whole  number of shares
plus a fraction  of a share if the number of shares of Common  Stock held by the
holder prior to the Reverse Split is not evenly divisible by five.  However,  no
certificate  or scrip  representing  fractional  shares of Common  Stock will be
issued.  In lieu of any  fractional  shares,  those  persons will be entitled to
receive in cash the value of fractions of a share based on the par value.

No service  charge  will be  payable  by  stockholders  in  connection  with the
exchange of certificates.  All costs of exchanging  certificates and aggregating
and disposing of fractional shares will be paid by the Company.

PURPOSE OF THE REVERSE SPLIT

The Company  believes the completion of the Reverse Split will cause the minimum
bid  price of the  common  stock to  increase  proportionately.  There can by no
assurance,  however,  that the  Reverse  Split will  result in any change in the
price of the  Common  Stock or that,  if the  price  of the  Common  Stock  does
increase as a result of the Reverse Split, the amount of such increase.

Further,  the  Board of  Directors  believes  that the  total  number  of shares
currently  outstanding  is  disproportionately  large  relative to the Company's
present market capitalization.  Moreover, when such a large number of shares are
outstanding,  earnings per share is only affected by a significant change in net
earnings.  If a smaller number of shares were  outstanding,  management would be
more  likely  to see its  revenue  efforts  and cost  savings  reflected  in the
Company's earning per share.

The Board of  Directors  also  believes  that the Reverse  Split may result in a
broader market for the Common stock than currently exists due to the increase of
the per share price.  The Board of Directors  believes that the present level of
per share market  prices of the Common Stock  impairs the  acceptability  of the
stock  by  portions  of  the  financial  community  and  the  investing  public.
Theoretically,  the price per share of stock  should not, of itself,  affect the
community.  However,  in  practice,  the price per share  does  affect the stock
because  many  investors  look upon low priced  stock as unduly  speculative  in
nature,  and,  as a matter of  policy,  avoid  investment  in such  stocks.  The
increased price per share may encourage interest and trading in the Common Stock
and possibly promote greater liquidity for the Company's stockholders,  although
such  liquidity  could be  adversely  affected by the  reduced  number of shares
outstanding  after the Reverse  Split.  Nonetheless,  there is no assurance that
these  effects  will occur or that the per share price lever of the Common Stock
immediately  after the proposed  Reverse Split will be maintained for any period
of time.

In addition,  the Board of Directors believes that the reverse Split may improve
the liquidity of the Common Stock in another manner. Frequently,  brokers charge
trading commission based upon the number of shares purchased.  As a result, this
trading  commission per share is relatively  higher as a percentage of the value
of the shares of Common Stock  purchased.  The Board of Directors and management
believe that the  relatively  high  trading  cost of Common Stock may  adversely
impact  the  liquidity  of the  Common  stock  by  making  it a less  attractive
investment  to the stock of other  companies in the Company's  industry.  If the
Reverse   Split  is   effected   and  the  price  of  the  Common   Stock  rises
correspondingly,  the trading  cost per  "trading  dollar" of Common Stock would
decrease.



The Reverse Split may result in some stockholders owning "odd lots" of less than
100 shares. The costs, including brokerage  commissions,  of transactions in odd
lots are generally higher than the costs in transactions in "round lots" of even
multiples of 100.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

A summary of the federal  income tax  consequences  of the Reverse  Split is set
forth in the paragraph  below.  The  discussion is based on the present  federal
income tax law. The discussion is not intended to be, nor should it be relied on
as, a  comprehensive  analysis of the tax issues arising from or relating to the
proposed  Reverse Split.  Income tax  consequences to the  stockholders may very
from the federal tax consequences described generally below. STOCKHOLDERS SHOULD
CONSULT  THEIR OWN TAX  ADVISORS  AS TO THE EFFECT OF THE  CONTEMPLATED  REVERSE
SPLIT UNDER APPLICABLE FEDERAL, STATE, AND LOCAL INCOME TAX LAWS.

The proposed Reverse Split will constitute a  "recapitalization"  to the Company
and its  stockholders  to the  extent  that  issued  shares of Common  Stock are
exchanged for a reduced number of shares of Common Stock. Therefore, neither the
Company nor its stockholders  will recognize any gain or loss for federal income
tax purposes as a result of the Reverse  Split,  except that a  stockholder  who
receives  cash in lieu of  receiving  fractional  share of Common  Stock will be
treated as selling such  fractional  shares and will recognize a capital gain or
loss equal to the  difference  between the cash  received  and the basis of such
fractional shares.

The  shares  of  Common  Stock to be  issued  to each  stockholder  will have an
aggregate bases, for computing gain or loss, equal to the aggregate basis of the
shares of such stock held by such stockholder  immediately  prior to the Reverse
Split  effective  date,  reduced by the basis,  if any,  allocated to fractional
shares that are treated as sold. A  stockholder's  holding period for the shares
of Common Stock to be issued will  include the holding  period for the shares of
Common Stock held  immediately  prior to the Reverse Split effective date if the
shares of stock were held by the  stockholder  as capital  assets on the Reverse
Split effective date.

AMENDMENT

If the Reverse Split is approved, the Restated Articles of Incorporation will be
amended by deleting  paragraph A of Article II in its entirety and  inserting in
its place the following:
     "A.  COMMON  STOCK.  The  aggregate  number  of  common  shares  which  the
     corporation   shall  have  the  authority  to  issue  is  fifteen   million
     (15,000,000),  each with $0.001 par value which shares shall be  designated
     as "Common  Stock".  Subject to all of the rights of the Preferred stock as
     expressly  provided herein, by law or by the Board of Directors pursuant to
     this Article,  the Common Stock of the  corporation  shall possess all such
     rights and  privileges as are afforded to  capital stock by applicable  law
     in the  absence  of any  express  grant of  rights or  privileges  in these
     Articles of  Incorporation,  including,  but not limited to, the  following
     rights and privileges:
          (i)  dividends  may be  declared  and paid or set apart for payment on
          the Common Stock out of any assets or funds of the corporation legally
          available for the payment of dividends;
          (ii) the holders of Common Stock shall have  unlimited  voting rights,
          including  the right to vote for the election of directors  and on all
          other matters requiring stockholder action. Each holder of



          Common  Stock  shall  have one vote for  each  share of  Common  Stock
          standing in his name on the books of the  corporation  and entitled to
          vote,  except that in the election of directors  each holder of Common
          Stock shall have as many votes for each share of common  Stock held by
          him as there are  directors  to be elected and for whose  election the
          holder of Common  Stock has a right to vote.  Cumulative  voting shall
          not be permitted in the election of directors or otherwise.
          (iii) on the voluntary  or  involuntary  liquidation,  dissolution  or
          winding  up  of  the  corporation,  and  after  paying  or  adequately
          providing  for  the  payment  of all of its  obligations  and  amounts
          payable in liquidation,  dissolution or winding up, and subject to the
          rights of the holders of  Preferred  Stock,  if any, the net assets of
          the  corporation  shall be distributed  pro rata to the holders of the
          Common Stock."

THE BOARD OF DIRECTORS  BELIEVES  THAT THE  APPROVAL OF THE  AMENDMENT IS IN THE
BEST INTEREST OF THE COMPANY AND ITS  STOCKHOLDERS AND RECOMMENDS A VOTE FOR THE
APPROVAL OF THE AMENDMENT.

                                 OTHER BUSINESS

Management  does not  presently  know of any matters that may be  presented  for
action at the Special Meeting other than those set forth herein. However, if any
other matters properly come before the Special  Meeting,  it is the intention of
the persons  named in the proxies  solicited  by  management  to exercise  their
discretionary  authority to vote the shares represented by all effective proxies
on such matters in accordance with their best judgment.

If you do not expect to be  personally  present at the Special  Meeting,  please
fill in,  date and sign the  enclosed  proxy card and return it  promptly in the
enclosed return  envelope which requires no additional  postage if mailed in the
United States.



               PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                   FOR THE SPECIAL MEETING OF THE STOCKHOLDERS
                             TO BE HELD MAY 7, 2001

The undersigned,  revoking all previous proxies,  appoints  ____________________
and  ___________________ and each of them acting unanimously if more than one be
present,  attorneys and proxies of the undersigned,  with power of substitution,
to represent  the  undersigned  at the special  meeting of  stockholders  of New
Millennium Media  International,  Inc. (the "Company") to be held on Monday, May
7, 2001 and at any adjournments  thereof, and to vote all shares of Common Stock
of the Company which the  undersigned is entitled to vote, on all matters coming
before said meeting.

[X]  Please mark your votes as in this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:

     A proposal to amend the Company's  Restated  Articles of  Incorporation  to
     effect a reverse split of the  outstanding  shares of the Company's  common
     stock,   whereby  every  five  shares  of  common  stock  outstanding  will
     automatically  be reverse split into one share  outstanding.  The par value
     will remain at $0.001 per share.

          [ ] FOR           [ ] AGAINST           [ ] ABSTAIN

PLEASE DATE, SIGN AND RETURN THIS PROXY CARD USING THE ENCLOSED  ENVELOPE.  THIS
PROXY WHEN PROPERLY  EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED  STOCKHOLDER.  IF NO  DIRECTION  IS MADE,  THIS  PROXY WILL BE VOTED
"AGAINST" THE PROPOSAL.

                                        Date                                2001
                                        ----------------------------------------


                                        ----------------------------------------
                                        Signature

                                        ----------------------------------------
                                        Signature of joint holder, if any

Please sign exactly as your name appears on your stock  certificate  or account.
Executors, administrators, trustees, etc. should give full title as such. If the
signer is a corporation,  please sign full  corporate name by a duly  authorized
officer.



                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                             to be held June 4, 2001


TO THE STOCKHOLDERS OF NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

NOTICE IS HEREBY  GIVEN that the Annual  Meeting of  Stockholders  (the  "Annual
Meeting") of New Millennium Media  International,  Inc., will be held on June 4,
2001 at the hour of 9:00 a.m.  eastern  daylight  savings  time at 101  Philippe
Parkway,  Suite  300,  Safety  Harbor,  Florida  34695 to  transact  any and all
business as may properly come before the Annual Meeting or any  adjournments  or
postponements thereof.

Only  stockholders  of record at the close of  business on April 2, 2001 will be
entitled  to notice of and to vote at the Annual  Meeting or any  adjournment(s)
thereof.  For a period  of at least  ten days  prior to the  Annual  Meeting,  a
complete  list of  stockholders  entitled to vote at the Annual  Meeting will be
open to examination by any  stockholder  during  ordinary  business hours at the
offices of the Company,  101 Philippe  Parkway Suite 300 Safety Harbor,  Florida
34695.

                    DATE FOR RECEIPT OF STOCKHOLDER PROPOSAL

A proposal to be presented by a stockholder at the Company's June 4, 2001 Annual
Meeting of the  Stockholders  must be received  by the Company at its  principal
executive  offices no later than April 17, 2001 to be included in the  Company's
proxy statement and proxy card for that meeting. If a stockholder of the Company
wishes to present a proposal before the 2001 Annual Meeting of Stockholders, but
does not wish to have the proposal  considered  for  inclusion in the  Company's
proxy statement or proxy card, such  stockholder must give written notice to the
Secretary of the Company at the Company's  principal  executive offices no later
than April 17, 2001.

                                        By Order of the Board of Directors

                                        ---------------------------
                                        John "JT" Thatch, President/CEO/Director

Safety Harbor, Florida
April 6, 2001