-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OnHW4oVK64kx1vGqztruzbeMdfgXYVHV6yzQtK7TAAEN+J41i+qk9bUV4YprOi/F dHGZmV5VZI+t708+R1xqwA== 0001012709-02-000766.txt : 20020520 0001012709-02-000766.hdr.sgml : 20020520 20020520170655 ACCESSION NUMBER: 0001012709-02-000766 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW MILLENNIUM MEDIA INTERNATIONAL INC CENTRAL INDEX KEY: 0001108967 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 841463284 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-29923 FILM NUMBER: 02658040 BUSINESS ADDRESS: STREET 1: 101 PHILIPPE PARKWAY STREET 2: SUITE 300 CITY: SAFETY HARBOR STATE: FL ZIP: 34695 BUSINESS PHONE: 727-797-6664 MAIL ADDRESS: STREET 1: 101 PHILIPPE PARKWAY STREET 2: STE 300 CITY: SAFTETY HARBOR STATE: FL ZIP: 34695 10QSB 1 x10qsb-502.txt NEW MILLENNIUM MEDIA INTERNATIONAL, INC. As filed with the Securities and Exchange Commission on May 20, 2002 Registration No. _______________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------------------------ For quarter ended March 31, 2002 Commission File Number 0-29195 NEW MILLENNIUM MEDIA INTERNATIONAL, INC. (Name of Small Business Issuer in Its Charter) Colorado (7310) 84-1463284 - -------------------------------------------------------------------------------- (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 200 9th Avenue North, Suite 210 Safety Harbor, Florida 34695 (727) 797-6664 (Address and Telephone Number of Principal Executive Offices and Principal Place of Business) John D. Thatch, President New Millennium Media International, Inc. 200 9th Avenue North, Suite 210 Safety Harbor, Florida 34695 (Name, Address and Telephone Number of Agent for Service) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (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. Yes [X] No [ ] As of March 31, 2002 there were 9,152,047 shares of the Company's common stock issued and outstanding. NEW MILLENNIUM MEDIA INTERNATIONAL, INC. INDEX Page Part I Financial Information.................................................3 Item 1 Financial Statements ........................................3 Condensed Balance Sheet......................................3 Condensed Statement of Operations............................4 Condensed Statement of Cash Flows............................5 Notes to the Condensed Financial Statements..................6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations................8 Overview.....................................................8 Critical Accounting Policies.................................8 Liquidity and Capital Resources..............................9 Material Changes in Financial Condition......................9 Results of Operations........................................9 Net Loss....................................................10 Trends and Events...........................................10 Item 3 Quantitative and Qualitative Disclosures About Market Risk...........................................11 Part II Other Information....................................................11 Item 1 Legal Proceedings...........................................11 Item 2 Changes in Securities and Use of Proceeds...................11 Common Stock Transferred....................................11 Warrants Issued.............................................12 Use of Proceeds.............................................12 Item 3 Defaults Upon Senior Securities....................12 Item 4 Submission of Matters to a Vote of Security Holders.........12 Item 5 Other Information............................................12 Item 6 Exhibits and Reports on Form 8-K............................13 Signatures....................................................................13 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NEW MILLENNIUM MEDIA INTERNATIONAL, INC. CONDENSED BALANCE SHEETS
March 31, December 31, 2002 2001 (Unaudited) (Audited) ------------ ------------ ASSETS Current Assets Cash $ 6,906 $ 47,239 Accounts receivable 51,254 23,395 Prepaid expenses 14,227 47,227 ------------ ------------ Total Current Assets 72,387 117,861 ------------ ------------ Property and Equipment Property and Equipment - net 1,418,458 1,461,824 ------------ ------------ Other Asssets Intangible assets - net 100,000 665,095 Other assets 16,314 13,986 ------------ ------------ Total Other Assets 116,314 679,081 ------------ ------------ $ 1,607,159 $ 2,258,766 ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable and accrued expenses $ 537,907 $ 520,377 Notes and loans payable $ 605,875 $ 612,697 Related party payables 774,886 809,554 ------------ ------------ Total Current Liabilities 1,918,668 1,942,628 ------------ ------------ Long-term Liabilities -- -- Stockholders' (Deficit) Equity Common stock, par value $.001; 15,000,000 shares authorized, 9,152,047 and 8,610,047 shares issued and outstanding, respectively, 2002 and 2001 9,152 8,610 Common stock warrants; 242,274 exercisable at $1.50 69,290 69,290 Common stock options; 50,000 and 25,000 issued and outstanding, respectively, 2002 and 2001 exercisable at $.005 per option 2,305 1,175 Preferred stock, par value $.001; 10,000,000 shares authorized, no shares issued and outstanding -- -- Additional paid in capital 5,595,232 5,336,697 Deficit (4,154,113) (3,266,259) ------------ ------------ 1,521,866 2,149,513 Less common stock subscribed (1,833,375) (1,833,375) ------------ ------------ Total stockholders' (deficit) equity (311,509) 316,138 ------------ ------------ $ 1,607,159 $ 2,258,766 ============ ============
NEW MILLENNIUM MEDIA INTERNATIONAL, INC. CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
For the For the quarter ended quarter ended 3/31/02 3/31/01 ------------ ------------ Revenue $ 211,427 $ 143,750 Costs and Expenses: General and administrative 461,010 253,638 Interest expense 29,809 11,184 Depreciation 43,367 35,116 ------------ ------------ Total costs and expenses 534,186 299,938 ------------ ------------ Loss before cumulative effect of change in accounting principle (322,759) (156,188) Cumulative effect of change in accounting principle (565,095) -- ------------ ------------ Net Loss $ (887,854) $ (156,188) ============ ============ Basic and Diluted Loss Per Common Share: Loss before cumulative effect of change in accounting principle $ (0.036) $ (0.027) Cumulative effect of change in accounting principle (0.064) -- ------------ ------------ Net Loss $ (0.100) $ (0.027) ============ ============ Weighted average common shares outstanding 8,881,047 5,843,493 ============ ============
NEW MILLENNIUM MEDIA INTERNATIONAL, INC. CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
For the For the quarter ended quarter ended 3/31/02 3/31/01 ------------ ------------ Cash Flows from Operating Activities: Net income (loss) $ (887,854) $ (156,188) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Cumulative effect of change in accounting principle 565,095 -- Depreciation and Amortization 43,367 35,116 Fair value of shares issued for services 114,650 51,685 Fair value of options issued for services 3,457 -- (Increase) decrease in accounts receivable (28,209) (76,232) (Increase) decrease in prepaid expenses 30,673 -- Increase (decrease) in accounts payable and accrued expenses 15,056 42,518 Increase (decrease) in related party payables 48,082 60,934 ------------ ------------ Net cash provided by (used in) operating activities (95,683) (42,167) ------------ ------------ Cash Flows from Investing Activities Purchase of property and equipment -- (4,705) ------------ ------------ Net provided by (used in) investing activities -- (4,705) ------------ ------------ Cash Flows from Financing Activities Proceeds from loans payable 55,000 -- Proceeds from common stock transactions -- 50,000 Proceeds from exercise of common stock options 350 -- ------------ ------------ Net cash provided by (used in) financing activities 55,350 50,000 ------------ ------------ Increase (Decrease) in cash and cash equivalents $ (40,333) $ 3,128 Cash and cash equivalents at beginning of period 47,239 -- ------------ ------------ Cash and cash equivalents at end of period $ 6,906 $ 3,128 ============ ============ Supplemental disclosure of cash flow information: Cash paid during the year for interest -- -- Cash paid during the year for income taxes -- -- Supplemental schedule of noncash investing and financing activities: Conversion of short-term debt to equity $ 142,098 $ --
NEW MILLENNIUM MEDIA INTERNATIONAL, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation ---------------------- The accompanying unaudited condensed statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with rules and regulations of the Securities and Exchange Commission, including the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the Company's Annual Report (Form 10-KSB) for the year ended December 31, 2001. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three months ended March 31, 2002 are not necessarily indicative of the operating results for the full fiscal year or any future period. 2. Going Concern Uncertainty ------------------------- The financial statements are presented assuming the Company will continue as a going concern. The Company has incurred recurring operating losses and negative cash flows and has negative working capital. The Company has financed itself primarily through the sale of its stock and related party borrowings. These conditions raise substantial doubt about the Company's ability to continue as a going concern. There can be no assurance that the Company will be successful in implementing its plans, or if such plans are implemented, that the Company will achieve its goals. Further, the Company has not received approval from the SEC concerning filing of its Post Effective Amendment of an SB-2, which is necessary for the Company to effect its agreement with Swartz Private Equity and obtain necessary funding for operations. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amount and classification of liabilities that might result from the outcome of this uncertainty. 3. Effect of Recent Accounting Pronouncements ------------------------------------------ In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, and (SFAS) No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations and prohibits the use of the pooling-of-interests method. Further, Statement No. 141 changes the criteria to recognize intangible assets apart from goodwill. The adoption of Statement No. 141 did not have a material effect on the company's financial position or results of operations. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Thus, amortization of goodwill, including goodwill recorded in past business combinations, will cease upon adoption of this statement. Those intangible assets that will continue to be classified as goodwill or as other intangibles with indefinite lives are no longer amortized. Finite lived intangibles will continue to be amortized over their estimated useful lives. Under Statement No. 142, all intangible assets, including goodwill that results from business combinations, are periodically (at least annually) evaluated for impairment, with any resulting impairment loss being charged against earnings. Any impairment loss that is recognized as a result of completing the transitional impairment testing in the year of adoption is treated as a cumulative effect of a change in accounting principle and recognized in these interim financial statements. Statement No. 142 prescribes a two-step process for impairment testing of goodwill: (i) the determination of impairment, based upon the fair value of a reporting unit as compared to its carrying value, and (ii) if there is an impairment, this step measures the amount of impairment loss by comparing the implied fair value of goodwill with the carrying amount of that goodwill. The Company completed its step one impairment analysis during the current quarter, which indicated that the carrying value was greater than the fair value and that an impairment existed. The Company also completed step two of the testing during the first quarter allocating the fair value of the reporting unit considering the sources of recognized goodwill in making the initial assignment as well as the reporting units to which the related acquired net assets were assigned. As a result of using the fair value approach, an impairment charge of $565,095 has been recognized. NEW MILLENNIUM MEDIA INTERNATIONAL, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Effect of Recent Accounting Pronouncements Continued In according with Statement No. 142, the effect of this change is reflected prospectively. The following table reflects the results of operations adjusted as though the adoption of SFAS No. 141 and 142 occurred as of January 1, 2001: Three Months Ended March 31, ----------------------------- 2002 2001 ------------ ------------ Net loss before cumulative effect of accounting change: As reported $ (322,759) $ (156,188) Goodwill amortization -- 11,298 ------------ ------------ $ (322,759) $ (144,890) ============ ============ Basic and diluted loss per common share before cumulative effect of accounting change: As reported $ (0.036) $ (0.027) ============ ============ As adjusted $ (0.036) $ (0.025) ============ ============ 4. Fair value information ---------------------- Fair value of shares issued as indicated in accordance with FASB No. 123 as restated consists of:
NO. OF THREE MONTHS ENDED SHARES / MARCH 31, -------------------------------------------- OPTIONS 2002 2001 ------------ ------------ ------------ COMMON STOCK: Conversion of short-term debt to equity 225,000 $ 142,098 $ -- Shares issued for services 267,000 114,650 -- ------------ ------------ $ 256,748 $ -- ============ ============ COMMON STOCK OPTIONS: Options issued for services 50,000 $ 3,457 $ -- ============ ============
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. GENERAL Management's discussion and analysis contains various "forward looking statements." Such statements consist of any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as "may," "expect," "anticipate," "estimate," or "continue" or use of negative or other variations or comparable terminology. We caution that these statements are further qualified by important factors that could cause actual results to differ materially from those contained in the forward-looking statements, that these forward-looking statements are necessarily speculative, and there are certain risks and uncertainties that could cause actual events or results to differ materially from those referred to in such forward-looking statements. OVERVIEW New Millennium Media International, Inc. (NMMI) is engaged in activities in the advertising business. The primary activity of the Company currently involves several types of visual advertising: The Illumisign-Eyecatcher front-lit movable display board, "EyeCatcher Powered by Insight" back-lit movable display boards, plasma screens and LED display boards. NMMI sells advertising space on these display boards on a contractual yearly basis, payable monthly, or in the case of the LED boards, on an event basis. In certain instances we sell and continue to sell motion display boards. The criteria that determines the sale rather than leasing the displays is two fold: (i) sales in foreign countries where recovery of the displays in the event of non-payment would be a major expense and recovery of the display economically impractical and, (ii) sales to customers in large quantity where leasing the displays is determined to be nearly impossible and the customer retaining the displays for its own benefit and the customer intending to place the displays in non-competition with the business model of the Company. The Company is continuing to devote substantially all of its present efforts to implementing its operational and marketing plans designed to establish new business accounts for its mobile LED boards and the motion display boards. NMMI continues to incur significant losses from operations. We incurred losses from operations of $322,759 for the quarter ended March 31, 2002 and $156,188 in 2001. As of March 31, 2002, we had an accumulated deficit of $ 4,154,113. CRITICAL ACCOUNTING POLICIES Our financial statements and related financial information are based on the application of accounting principles generally accepted in the United States (GAAP). The preparation of financial statements under GAAP requires management to make estimates and assumptions that affect the reported amount of revenue and expenses during the periods. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. Estimates have been made by management in several areas including, but not limited, to accounts receivable allowances, valuation of long-lived and intangible assets including goodwill. We have based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances and review valuations based on estimates for reasonableness and conservatism on a consistent basis. Actual results may differ materially from these estimates under different assumptions or conditions. As discussed in Note 3 to the financial statements, we adopted FASB No. 142, Goodwill and Other Intangible Assets, as of January 1, 2002 and have performed the required impairment tests of goodwill and indefinite intangible assets and have recognized an impairment loss of $565,095 resulting from the cumulative effect of the change in accounting principle during the quarter ended March 31, 2002. LIQUIDITY AND CAPITAL RESOURCES Since inception, we have funded our operations and investments in equipment primarily through equity financings and borrowing from related parties that are not necessarily isolated transactions; however, there is no assurance that there will be proceeds from such transactions in the future. MATERIAL CHANGES IN FINANCIAL CONDITION As shown on the attached Condensed Balance Sheet, the Property and Equipment net has decreased only slightly, 3%, during the interim 3 months period of 2002 due to depreciation expense; however, the Total Other Assets shows a decrease of $562,767, 83%. This is primarily because of the $565,095 of Intangible Assets decrease to zero that was caused by the impairment of goodwill under a recent Financial Accounting Standards Board Statement. A detailed explanation of this issue is included in Note 3, Effect of Recent Accounting Pronouncements in the Notes to the Condensed Financial Statements attached hereto. The decrease in Total Current Liabilities during this first quarter of 2002 is relatively insignificant, $23,958, approximately 1%. The Total Stockholders' Deficit decreased $627,647, a decrease of 198.54% for this 3 months period. RESULTS OF OPERATIONS Revenue The comparative revenue for the first three months of 2002 compared to the same period for 2001 shows an increase of $67,677, 47%. This increase id due primarily to the contract rental of the mobile LED unit and the increase of advertising revenue generated by the EyeCatcher motion displays. The Company continues lease the motion displays and to sell the displays on a limited basis, see the section captioned "Overview" above. The Graphic Arts Department continues to be a revenue source for the Company for both the lease and sale of the motion displays. The Company retains the rights to print the display posters for the motion displays whether they are leased or sold. As the Company installs additional display boards, additional advertisements are sold. Generally, this is cumulative, i. e., as the display boards are placed, the advertisements are sold for a term of several months or a yearly. Even though the advertisement contracts expire, many are renewed with a minimal amount of sales effort and the display board continues to produce revenue with no additional effort necessary to place the display board because it remains in place at the host venue so long as it continues to produce revenue for the host venue. General and Administrative Costs and Expenses There was an increase in the General and Administrative Costs and Expenses of $207,372, 82%, for the first quarter comparison of 2002 and 2001. This increase is due primarily to the Company being operational. Interest Expense Interest Expense increased by $18,625, 167%, for the first three months of 2002 compared to the same period of 2001. This interest expense increased primarily as a result of the Company continuing to finance its operation through borrowing funds. Depreciation Depreciation and amortization increased by $8,251, 23%, primarily as a result of additional advertising boards being available for lease. Total Costs and Expenses The Total Costs and Expenses have increased by $234,248, an increase of 78% in this first quarter of 2002 when compared to the first quarter of 2001. This is the effect of the Company continuing to grow and add EyeCatcher motion displays and support personnel. Many of these costs and expenses are non-recurring startup expenses. Loss Before Cumulative Effect of Change in Accounting Principle This loss more than doubled when compared to the same first quarter for 2001. This operational loss is principally due to the continuing Company growth which requires additional display boards and equipment as well as the in-house personnel necessary to provide operational support. Cumulative Effect of Change in Accounting Principle For a detailed explanation of this issue please see Note 3, Effect of Recent Accounting Pronouncements, in the Notes to the Condensed Financial Statements attached hereto. Basic and Fully Diluted Loss Per Common Share The Basic Loss Per Common Share before cumulative effect of change in accounting principle for the first quarter of 2002 compared to the same quarter of 2001 increased from $(0.027) to $(0.036), a comparative Basic Loss Per Common Share decrease of approximately 33%. This loss per common share is a function of the Costs and Expenses versus Income. As stated above, a major portion of the Costs and Expenses are non-reoccurring start-up costs. Compared to a year ago, we are now fully staffed and beginning to produce income. We are continuing to concentrate on establishing new business and increasing sales relating to the IllumiSign EyeCatcher, the "EyeCatcher Powered by Insight" backlit display board and the LED display sign truck. Cumulative Effect of Change in Accounting Principle The $(0.064) Cumulative Effect of Change in Accounting Principle cannot be compared to any earlier period. For a detailed analysis of this principle, please see Note 3, Effect of Recent Accounting Pronouncements, in the Notes to the Condensed Financial Statements attached hereto. Net Loss and Weighted Average Common Shares Outstanding The Net Loss has increased 3.7 times that shown for the first three months of 2001. This marked increase is a direct function of the Change in Accounting Principle as described above. The Weighted Average Common Shares Outstanding increased by 3,037,554 shares for the comparison of the first quarter of 2001 to 2002. TRENDS AND EVENTS Over the past approximately three months we have been engaged in a slight change in our operations model primarily in that we have agreed to sell EyeCatcher motion displays in limited circumstances. This change in Company policy is described above in the section entitled "Overview". Management feels that this is a positive change in that the Company now has the opportunity to earn additional revenue in foreign countries as well as certain United States based advertising entities that otherwise would purchase from competitors of the Company or not use motion displays at all. Thus far, all purchasers have agreed to purchase all of the advertising posters from the Company. This sale of in-house printed posters is an additional source of Company revenue. Although forward looking with no real assurance that the future will unfold as anticipated by management, the Company management certainly feels that the current trend of the Company is toward an increased number of motion displays in place and a continuing increase in the number of bookings for the mobile LED unit. In the opinion of management, the cumulative effect of these events is a positive trend. Thus far the Company has continued to grow at a slow, but steady pace, there is, however, no real assurance that this positive trend will continue. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Registrant is a Small business issuer as defined by these Regulations and need not provide the information required by this Item 3. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. COMMON STOCK TRANSFERRED The company relied on Section 4(2) of the Securities Act of 1933 as the basis for an exemption from registration regarding the following transfers to accredited investors because they did not involve a public offering. February 11, 2002 the Company transferred an aggregate of 50,000 shares of not registered common stock to seven Accredited Investors (as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended) in consideration for their respective loans to the Company of $250,000. The essential terms of the loan agreement are that the Company will pay 5% per annum interest and if the loans are not repaid within 60 days, then for each $25,000 loaned to the Company, the Company shall transfer to the lender 5,000 shares of not registered common stock for $25. Because these shares are considered as partial interest payment, for accounting purposes they are valued at $2,078. Although the loans were made at different dates, the dates range from April 4, 2001 through June 14, 2001 and the issued shares are accounted for accordingly. Pursuant to the terms of a lawsuit settlement, 65,000 shares of restricted common stock were transferred on January 15, 2002 to the Plaintiff, Joseph Maenza, an accredited investor (as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended), as final and full settlement of the lawsuit. For this purpose, these shares were valued at $29,348. October 2, 2000 San Rafael Consulting Group, LLC loaned to the Company one hundred thousand dollars evidenced by a demand payment promissory note obligating the Company to pay interest at an annual rate of twelve percent (12%). In January 2002 the Company and the note holder, San Rafael Consulting Group, LLC reached an agreement to convert the principal and all accrued interest to one hundred sixty thousand (160,000) shares of Company restricted common stock. This agreement was fully consummated January 2002 and the shares were issued pursuant thereto. January 21, 2002 the Company entered into an Investment Banking Agreement with Platinum Capital North America, S. A.., a Swiss investment firm, to assist the Company in raising capital through a private placement. Pursuant to this agreement the Company issued 100,000 shares of common stock. February 14, 2002 the Company issued 67,000 shares of Employees Stock Option Plan shares to a business consultant in consideration for consulting services relating to business strategy, financial public relations, including introducing the Company to broker-dealers, market makers, banks, financial advisor, underwriters, financial institutions and potential investors, both in the United States and Europe. This consulting service is without further consideration and/or other remuneration to the consultant. March 18, 2002 the Company issued 100,000 shares of restricted common stock to AMS Controls, Inc., the supplier of the "EyeCatcher Powered by Insight" back-lit motion displays according to a security arrangement for payment of displays. WARRANTS ISSUED None in the first quarter of 2002. USE OF PROCEEDS The proceeds from these transactions (Common Stock Transferred) were used for working capital and general corporate purposes, including acquisitions, funding anticipated operating losses, sales and marketing expenses, purchase of additional inventory, working capital and to fund payment obligations for contemplated acquisitions, corporate partnering arrangements and lawsuit settlement. We reserve the right to vary the use of proceeds among these categories because our ability to use the proceeds is dependent on a number of factors, including the extent of market acceptance of our variety of display boards, unexpected expenditures for further technical development, sales and marketing efforts and the effects of competition. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None ITEM 5. OTHER INFORMATION. On March 19, 2002 the Company filed an amended Form 10-KSB/A for year-end 2001 and filed a second amended Post Effective Amendment to Form SB-2 Registration Statement for Small Business Issuers the original of which was filed September 13, 2000. On April 22, 2002 the Securities and Exchange Commission commented on the second amended Post Effective Amendment. A third amended Post Effective Amendment to Form SB-2 Registration Statement for Small Business Issuers is currently in process. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (SECT. 249.308 OF THIS CHAPTER). Financial Statements are incorporated in the body of this report. No reports on Form 8-K have been filed during the quarter for which this report is filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Signed and submitted this 20th day of May 2002. New Millennium Media International, Inc. (Registrant) by: /s/ John Thatch ------------------------------------ John Thatch as President/CEO -----END PRIVACY-ENHANCED MESSAGE-----