<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>mpco10qsb-123101.txt
<TEXT>
                                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 the quarter ended December 31, 2001     Commission file number 000-30234




                       Millennium Plastics Corporation
           (Exact name of registrant as specified in its charter)



Nevada                                                            88-0422242
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                           Identification No.)

6265 S. Stevenson Way
Las Vegas, Nevada   89120
(Address of principal executive offices)     (Zip Code)


                               (702) 454-2121
             Registrant's telephone number, including area code


     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 December 31, 2001 there were 69,635,150 shares of common stock
                                outstanding.

<PAGE>

                       MILLENNIUM PLASTICS CORPORATION
                              DECEMBER 31, 2001

                                    INDEX
PART I - FINANCIAL INFORMATION                                        Page No.

     Item 1.   Financial Statements

               Condensed Consolidated Balance Sheet
               as of December 31, 2001 and March 31, 2001                  3

               Condensed Consolidated Statement of
               Operations three months ended December 31,
               2001 and 2000                                               4

               Condensed Consolidated Statement of
               Operations nine months ended December 31,
               2001 and 2000                                               5

               Condensed Consolidated Statement of Cash
               Flows nine months ended December 31, 2001
               And 2000                                                    6

               Notes to Condensed Consolidated Financial
               Statements                                                7-8

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operation                9

PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings                                          11

     Item 2.   Changes in Securities                                      11

     Item 3.   Defaults by the Company upon its
               Senior Securities                                          11

     Item 4.   Submission of Matter to a Vote of
               Security Holders                                           11

     Item 5.   Other Information                                          11

     Item 6.   Exhibits and Reports of Form 8-K                           11

     SIGNATURES                                                           12

<PAGE>
<TABLE>

                       MILLENNIUM PLASTICS CORPORATION
                         A DEVELOPMENT STAGE COMPANY
                    CONDENSED CONSOLIDATED BALANCE SHEET

                       PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
                                                   December 31      March 31,
                                                     2001            2001
                                                   (Unaudited)
<S>                                             <C>            <C>
Assets
Current assets:
  Cash                                          $         172   $          372
  Receivables                                           40,573          77,233
  Inventory                                              2,050              --
  Prepaid assets                                       576,287              --
                                                     ----------      ----------
    Total current assets                               619,082          77,605
                                                    ----------      ----------
Equipment and furniture                                 78,324          74,342
Accumulated depreciation                                51,495          40,714
                                                    ----------      ----------
    Total equipment and furniture                       26,829          33,628
                                                    ----------      ----------
Other assets:
  Intangible asset-patent, net of accumulated
    amortization of $15,125 at 12/31/01 and
  $9,125 at 3/31/01                                    102,278          97,077
                                                    ----------      ----------
    Total assets                                 $     748,189   $     208,310
                                                    ==========      ==========
</TABLE>
<TABLE>
<S>                                              <C>            <C>
Liabilities and stockholders' equity
Current liabilities:
  Accounts payable                               $     585,739   $     248,655
  Current maturity of long-term debt and notes
 payable                                               398,383         214,542
  Accrued liabilities                                   12,817           2,572
                                                    ----------      ----------
    Total current liabilities                          996,939         465,769
                                                    ----------      ----------
Long-term debt                                              --          30,077
                                                    ----------      ----------
Contingencies and commitments

Stockholders' equity:
  Common stock $.001 par value, 100,000,000
    shares authorized; 69,635,150 at 12/31/01
    and 28,168,598 at 3/31/01 shares issued and
  outstanding                                           69,635          28,169
  Common stock not issued at 6/30/01 but owed
 to a
    buyer of 144,000 shares                                                144
  Subscription Receivable                             (25,000)              --
  Accumulated comprehensive income                    (20,934)        (19,623)
  Paid in capital                                    2,597,585       1,399,260
  Deficit accumulated during the development
 stage                                              (2,870,036)     (1,695,486)
                                                     ----------      ----------
    Total stockholders' equity                        (248,750)       (287,536)
                                                     ----------      ----------
    Total liabilities and stockholders' equity   $     748,189   $     208,310
                                                    ==========      ==========
</TABLE>

          See notes to condensed consolidated financial statements.

<PAGE>
                       MILLENNIUM PLASTICS CORPORATION
                         A DEVELOPMENT STAGE COMPANY
                      THREE MONTH CONDENSED CONSOLIDATED
                           STATEMENT OF OPERATIONS
                                 UNAUDITED

<TABLE>

                                                     Three Months Ended
                                                        December 31
                                                     2001           2000
<S>                                                <C>        <C>
Revenues                                            $ 17,020   $          --
Cost of sales                                          7,429              --
                                                   ----------      ----------
Gross profit                                           9,591              --
                                                   ----------      ----------
Research and development costs                       105,788         191,219
Wages                                                  8,241           8,000
Professional fees                                    414,110          60,234
Travel                                                 6,665           3,246
Administrative expense                                24,305          57,971
                                                   ----------      ----------
Operating expense                                    559,109         320,670
                                                   ----------      ----------
Loss from operations                               (549,518)       (320,670)

Interest expense                                     (3,339)              --
Interest income                                           --              61
                                                   ----------      ----------
Net loss                                        $  (552,857)    $  (320,609)
                                                   ==========      ==========
Net loss per share of common stock-basic and   $      (0.01)    $     (0.01)
diluted
                                                   ==========      ==========
Weighted average shares outstanding               54,345,680      25,292,000
                                                  ==========      ==========
</TABLE>
          See notes to condensed consolidated financial statements.
<PAGE>

                       MILLENNIUM PLASTICS CORPORATION
                         A DEVELOPMENT STAGE COMPANY
                       NINE MONTH CONDENSED CONSOLIDATED
                           STATEMENT OF OPERATIONS
                                 UNAUDITED


<TABLE>

                                        Nine Months Ended          From
                                           December 31           Inception
                                       2001           2000     April 2, 1986
                                                                    to
                                                               December 31,
                                                                   2001
<S>                                    <C>          <C>        <C>
Revenues                               $  30,489    $      --    $    54,834
Cost of sales                             18,544           --         29,915
                                       ----------   ----------     ----------
Gross profit                              11,945           --         24,919

Research and development costs           320,152      401,316        905,796
Wages                                     26,280       63,791        118,071
Professional fees                        684,988      192,362      1,318,809
Travel                                    21,081       39,229        123,221
Administrative expense                   120,818      152,037        435,884
                                       ----------   ----------     ----------
Operating expense                      1,173,319      848,735      2,901,781
                                       ----------   ----------     ----------
Loss from operations                 (1,161,374)    (848,735)    (2,876,862)

Interest expense                        (13,176)           --       (13,176)
Interest income                               --        8,725         20,003
                                       ----------   ----------     ----------
Net loss                            $(1,174,550)   $(840,010)   $(2,870,035)
                                       ==========   ==========     ==========
Net loss per share of common stock-
basic and diluted                     $   (0.03)   $   (0.04)   $     (0.15)
                                       ==========   ==========     ==========
Weighted average shares outstanding   42,178,191   20,462,500     18,779,000
                                      ==========   ==========     ==========
</TABLE>

          See notes to condensed consolidated financial statements.
<PAGE>

                       MILLENNIUM PLASTICS CORPORATION
                         A DEVELOPMENT STAGE COMPANY
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 UNAUDITED

<TABLE>
                                        Nine Months Ended          From
                                           December 31,          Inception
                                       2001            2000    April 2, 1986
                                                                    to
                                                               December 31,
                                                                   2001
<S>                                 <C>            <C>         <C>
Cash flows from operating
activities:
 Net loss                            $(1,174,550)   $(840,010)   $(2,870,035)
 Adjustments to reconcile net loss
to
  cash used by operating activities:
   Depreciation and amortization            16,781       15,596         54,223
   Change in foreign currency              (1,311)       11,745       (20,934)
 Changes in assets and liabilities-
   Receivables                              36,660     (49,539)       (40,573)
   Inventory                               (2,050)           --        (2,050)
   Prepaid assets                        (565,862)           --      (565,862)
   Accounts payable                        337,084       37,609        522,908
   Accrued liabilities                      10,245      (7,695)         11,462
                                     -----------   ----------    -----------
Cash used in operating activities    (1,343,003)    (832,294)    (2,910,851)
                                       -----------   ----------    -----------
Investing activities:
 Purchase of equipment & furniture        (3,983)     (29,734)       (29,697)
 Miscellaneous                                 --           --          2,095
 Patent costs                            (11,201)      (7,701)       (29,597)
                                     -----------   ----------    -----------
Cash used in investing activities       (15,184)     (37,435)       (57,199)
                                       -----------   ----------    -----------
Financing activities:
 Net note payable activity                225,654        (988)        371,915
 Payments on long-term debt              (30,077)           --       (44,725)
 Cash paid in Solplax merger                   --           --       (19,700)
 Stock sold                               100,000      180,000        280,000
 Stock issued for services              1,062,410      150,000      1,354,733
 Stock issued for acquisition                  --           --      1,025,999
                                     -----------   ----------    -----------
Cash provided from financing
activities                             1,357,987      329,012      2,968,222
                                       -----------   ----------    -----------
Increase (decrease) in cash                (200)    (540,717)            172
Cash beginning of period                     372      585,854             --
                                       -----------   ----------    -----------
Cash end of period                   $       172    $  45,137    $       172
                                     ===========   ==========    ===========
Non-cash investing and financing
activities:
Shares issued for loan costs         $    10,425   $       --    $    10,425
                                     ===========   ==========    ===========
Shares issued for note payable       $    41,813   $       --    $    41,813
                                     ===========   ==========    ===========
Stock subscription                   $    25,000   $       --    $    25,000
                                     ===========   ==========    ===========
</TABLE>
          See notes to condensed consolidated financial statements.
<PAGE>
                 MILLENNIUM PLASTICS CORPORATION
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -Basis of Presentation

The  unaudited  condensed  financial statements include  Millennium  Plastics
Corporation  and  its  subsidiary Solplax Ltd.  All significant  intercompany
accounts  and  transactions  have been eliminated  in  consolidation.   These
condensed  financial statements have been prepared in accordance with  United
States   generally  accepted  accounting  principles  for  interim  financial
information  and  with  the  instructions to  Form  10-QSB  and  reflect  all
adjustments  which, in the opinion of management, are necessary  for  a  fair
presentation.  All  such adjustments are of a normal recurring  nature.   The
results  of  operations for the interim period are not necessarily indicative
of  the results to be expected for a full year.  Certain amounts in the prior
year  statements  have  been  reclassified to conform  to  the  current  year
presentations.   The  statements  should be  read  in  conjunction  with  the
financial statements and footnotes thereto included in the company's Form 10-
KSB for the year ended March 31, 2001.

Note 2 -Commitments and Contingencies

Going Concern

     The  accompanying  condensed  financial statements  have  been  prepared
assuming that the Company will continue as a going concern.  The Company  has
suffered losses from operations during its operating history.  The Company is
dependent  on the testing of its biodegradable plastics before it  can  begin
commercial operations.  The Company's cash position may be inadequate to  pay
all  of  the  costs  associated  with the full  range  of  testing  required.
Management  intends  to  use borrowings and security sales  to  mitigate  the
affects of its cash position, however no assurance can be given that debt  or
equity  financing,  if and when required, will be available.   The  financial
statements do not include any adjustments relating to the recoverability  and
classification  of  recorded assets and classification  of  liabilities  that
might be necessary should the Company be unable to continue in existence.

Note 3 -Stock Transactions

     On  May  11,  2001,  the  Company entered  an  advisory  and  consulting
agreement for the period of May 3, 2001 to August 3, 2003.  Compensation  for
the  consultant  was 2,500,000 shares of company stock, valued  at  $700,000.
Included in professional fees expense for the quarter is $87,500 and for  the
year  to date $233,332.  The remaining $466,668 is included in prepaid assets
and will be amortized monthly over the period of the agreement.

     On  April 6, 2001 the Company granted 250,000 options expiring  in  five
years  at  an  exercise  price  of $.50 per  share  to  a  board  member  for
consulting.

     The  Company entered into an agreement dated June 21, 2001 whereby  they
are  to  receive temporary financing of $750,000 in exchange for  the  lender
holding  as  collateral 10,000,000 restricted company shares.  The  agreement
calls  for  long term financing of $10,000,000 in the form of  a  convertible
debenture.  When the long term financing is in place, the Company will  repay
the  $750,000 temporary financing and receive back the 10,000,000  shares  of
company  stock.  The stock will then be cancelled.  The shares of stock  were
issued  June  22,  2001  but will not be delivered to the  lender  until  the
temporary  financing  is received.  Included in prepaid  expense  is  $10,000
representing the par value of the issued but undelivered stock.

<PAGE>

                   MILLENNIUM PLASTICS CORPORATION
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The  Company  on  July  18, 2001 issued 25,000 restricted  shares  to  a
consultant  (valued  at  $6,250) for services.  The Company  then  agreed  to
continue  to  use  the  consultant for four additional months  and  was  paid
$20,000  in  cash and 25,000 shares of stock on October 25, 2001  and  10,000
shares of restricted common stock on December 20, 2001 (valued at $6,650) for
the services.

     The  Company  on July 30, 2001 issued 120,000 restricted shares  of  its
stock with a value of $22,800 to be used as compensation for an employee.

     The bank Solplax uses in Ireland required the Company on August 17, 2001
to  issue 425,000 restricted shares of its stock to be held as collateral for
a loan.

     The Company sold on July 24, 2001, 714,286 shares of restricted stock to
an investor for $100,000.

     The  Company converted the unissued but paid for stock totaling  144,000
shares on December 20, 2001.

     On December 20, 2001, the Company issued 75,000 restricted shares to two
Directors  and  250,000  restricted shares  to  the  President  for  services
rendered.  The value assigned for the services was $56,000.

     On  December  20, 2001, the Company issued 250,000 shares of  restricted
stock  for  services to a marketing and technical representative.  The  value
assigned to the shares was $35,000.

     On  December 20, 2001, the Company issued 1,253,266 restricted shares to
a  Director  in exchange for cash totaling $41,813 and for services  rendered
over an eight month period beginning in October, 2001.  The value assigned to
the  services was $158,710.  During the quarter amortization of  the  prepaid
expense  was  $59,516  and  the balance in the  prepaid  expense  account  at
December 31, 2001 was $99,194.

     The  Company  issued 500,000 restricted shares on October 25,  2001  and
agreed  to  issue 50,000 shares each month for 10 months to  a  Director  and
General Manager of Solplax.  10,000 restricted shares were issued in November
and December.  The value assigned for the services totaled $79,000.

     The  Board  of  Directors  on  November  20,  2001  approved  the  stock
subscription  agreement whereby Kassell Partnership of  Athens  Greece  would
purchase  25,000,000 shares of the Company's restricted stock for  $2,000,000
in cash.  As of December 31, 2001 the funds were not available to the Company
and  the  issued  stock  was  held by the Company.   Included  in  equity  is
subscription  receivable totaling $25,000 representing the par value  of  the
issued  stock.   It is anticipated the funds will be available  in  February,
2002.

<PAGE>
                   MILLENNIUM PLASTICS CORPORATION
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The  Board of Directors and stockholders approved the Amendment  to  the
Articles  of   Incorporation  to increase the authorized  common  stock  from
50,000,000 shares to 100,000,000 shares on September 24, 2001.

Note 4-Subsequent Events

     The Company in January, 2002 issued 500,000 restricted shares of company
stock in exchange for $50,000.

<PAGE>

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

    The  following discussion and analysis should be read in conjunction with
the  Company's financial statements and the notes thereto contained elsewhere
in this filing.

Overview

     Millennium  Plastics Corporation a Nevada corporation, (formerly  Aurora
Corporation),  through  its  merger  with  Graduated  Plastics   Corporation,
acquired  the  United States patent rights to polymer and coating  technology
invented  in  1995  by  Solplax Limited of Ireland.  The  plastics  have  the
characteristic  of dissolving in water and leaving only non-toxic  water  and
atmospheric gases. On September 25, 2000 we acquired 100% of Solplax  Limited
from SCAC Holdings, Inc., which provided us with the worldwide rights to  the
Solplax technology. We are a development stage company, have limited revenues
to  date and have raised capital for initial development through the issuance
of securities.

     In  the  2000 financial statements when MPCO issued 8,000,000 shares  of
its  stock  to  SCAC,  a  value was assigned for the  patent.  The  value  of
$10,000,000  ($8,000 stock, $9,692,000 paid in capital and $300,000  payable)
was  determined  based on the estimated fair market value of the  patent.  In
September  2000 after MPCO and SCAC rescinded the patent agreement  and  100%
ownership  of  Solplax  was  received by MPCO, it  was  determined  that  the
transaction be accounted for as a merger effective September 1999 because  at
that time MPCO was a significant owner of Solplax.

     The  plastic product, termed Solplax, has its technological basis in  an
improved method for the manufacture of thermoplastic polyvinyl alcohol  (PVA)
in  combination with other approved food grade additives which  are  commonly
used  in  commercial  and  consumer plastic  products.  Because  all  of  the
individual  components in Solplax formulations have been  in  commercial  and
consumer products for so long, their physical properties and impacts  (actual
or  potential) on the environment have been globally researched and assessed.
These  components  have  uniformly  been found  to  be  safe,  non-toxic  and
environmentally friendly. The chemical and biological interaction of  PVA  is
therefore well understood and a wide range of reference documents dating back
to the 1940's are available for consultation.

     All  plastic products manufactured with Solplax polymers are,  and  will
be,  entirely  biodegradable when disposed of through landfill  or  into  the
wider  environment.  In  the  biodegradation  process,  the  Solplax  plastic
decomposes entirely into environmentally benign substances: water (H20),  gas
(C02)  and  air (02) - the molecules necessary for photosynthesis in  plants.
Articles  made  from  Solplax polymers will biodegrade  within  a  chemically
pre-set time frame (several weeks). At the time of disposal, the article need
only  to  be brought into contact with either hot or cold water depending  on
the  basic materials chosen to cause it to dissolve. In about four weeks  the
dissolved  plastic  would undergo total biodigestion to  carbon  dioxide  and
water, leaving no residues in the environment.

<PAGE>

     As  a result of the unique properties of the Company's plastic products,
the  Company has focused its marketing to the U.S. Navy in a test program for
the  development of a biodegradable flat ware. Additionally various forms  of
plastic  film are being produced for commercial purposes, such as  disposable
waste bags. Recently the Company entered into an agreement to produce plastic
perf  balls  for  the  oil and gas industry. Although  the  Company  has  not
generated  revenues from these Agreements up to this point  in  time,  it  is
anticipated  that  upon  completion  of  the  development  of  the  Company's
experimental products, that the products are intended to be commercialized.

     Investors should be particularly aware of the inherent risks associated
with the company's planned business. These risks include the development
stage status of the Company and lack of a proven market for its biodegradable
plastics, lack of equity funding, and its size compared to the size of
competitors. Although the company intends to implement its business plan
through the foreseeable future and will do its best to mitigate the risks
associated with its business plan, there can be no assurance that such
efforts will be successful. The company has no liquidation plans should it be
unable to receive funding. Should the company be unable to implement its
business plan, it would investigate all options available to retain value for
stockholders. Among the options that would be considered are:

*    acquisition of another product or technology or,
*    a merger or acquisition of another business entity.

    In  the  event funding is unavailable during the next twelve months,  the
company  will  be  forced to rely on existing cash in the  bank.  In  such  a
restricted  cash flow scenario, the company would be unable to  complete  its
business plan steps, and would, instead, delay all cash intensive activities.
Without  necessary cash flow, the company may be dormant until such  time  as
necessary funds could be raised in the equity securities market or  a  merger
or acquisition candidate can be located.

Results of Operations for the nine months ended December 31, 2001

     The  Company's net loss was $1,174,559 or $.03 per share  for  the  nine
months ended December 31, 2001 as compared to a net loss of $840,010 for  the
period  ending December 31, 2000. This represents a 40% or $334,540  increase
over  the  same  period last year. This net loss increase was  primarily  the
result  of  a  increase in professional fees.  Revenues for the  nine  months
ended  December 31, 2001 were $30,489 as compared to $0 for the period ending
December 31, 2000.

     General  and  administrative expenses were $853,167 for the nine  months
ended December 31, 2001, consisting of wages of $26,280, professional fees of
$684,988, travel expenses of $21,081, and office and administrative  expenses
of  $120,818.   Total  operating  expenses from  continuing  operations  were
$1,173,319, which included $320,152 for Research and Development for the nine
months ended December 31, 2001.

<PAGE>

Liquidity and Capital Reserves

As of December 31, 2001 (Unaudited)

     As  of  December  31, 2001, the Company's assets were $748,189  and  its
current liabilities were $996,939.

     The  accompanying  condensed  financial statements  have  been  prepared
assuming that the Company will continue as a going concern.  The Company  has
suffered  losses from operations during its operating history.  The Company's
cash  position  may  be  inadequate to pay all of the costs  associated  with
continued  operations.   Management intends to use  borrowings  and  security
sales to mitigate the affects of its cash position, however no assurance  can
be  given  that  debt  or  equity financing, if and when  required,  will  be
available.  The financial statements do not include any adjustments  relating
to   the   recoverability   and  classification  of   recorded   assets   and
classification of liabilities that might be necessary should the  Company  be
unable to continue in existence.

     The  Company  has continued to fund its deficit cash flow  from  private
placements  of the Company's common stock. It is anticipated that  loans  and
the  sale of the Company's stock will continue until such time as the Company
generates   sufficient  revenues  from  its  operations  to  cover  operating
expenses. In the event the Company is unable to generate capital from  loans,
the  sale  of  stock,  or  revenues, the Company  will  be  forced  to  cease
operations until additional capital is available.

Trends and Uncertainties

     Demand  for  the  Company's products will be dependent on,  among  other
things,  the  ability  of  the  Company to establish  a  recognition  in  the
marketplace  as  to  the  existence  of  a  biodegradable  plastic  with  the
characteristics of Millennium's products.

Forward-Looking Statements and Associated Risks

     This   Quarterly   Report   on  Form  10-QSB  contains   forward-looking
statements.   These  forward looking statements  are  based  largely  on  the
Company's   expectations  and  are  subject  to  a  number   of   risks   and
uncertainties, many of which are beyond the Company's control, including, but
not  limited  to,  economic,  competitive and  other  factors  affecting  the
Company's  operations, markets, products and services,  expansion  strategies
and  other factors discussed elsewhere in this report and the documents filed
by  the  Company with the Securities and Exchange Commission.  Actual results
could  differ materially from these forward-looking statements.  In light  of
these  risks  and uncertainties, there can be no assurance that the  forward-
looking  information  contained in this report will in fact  prove  accurate.
The Company does not undertake any obligation to revise these forward-looking
statements to reflect future events or circumstances.

<PAGE>

PART II--OTHER INFORMATION

Item 1.       Legal Proceedings.

     None

Item 2.       Changes in Securities.

     The  Company  increased  its authorized capitalization  from  50,000,000
common  shares with a par value of $.001 to 100,000,000 common shares with  a
par value of $.001.

Item 3.       Defaults by the Company upon its Senior Securities.

     None.

Item 4.       Submission of Matter to a Vote of Security Holders.

     At the annual shareholders meeting, held on September 24, 2001, the
shareholders voted to; (i) authorize an increase in common shares from
50,000,000 to 100,000,000; (ii) elect Paul T. Branagan, Jocelyn Carnegie,
Bayan Giltsoff, James L. Arnold and Donato Grieco as Board Members; and (iii)
affirm Weaver & Martin as auditors.

Item 5.       Other Information.

     Recent Sales of Unregistered Securities:

     On December 20, 2001 the Company issued 144,000 shares of restricted
common stock which had been sold to 3GC during November and December, 2000 at
a price of $1.25 per share. The shares were issued without registration under
the Securities Act of 1933, as amended, in reliance upon the exemption from
registration afforded be section 4(2) and 3(b) of the Securities Act and
Regulation D promulgated thereunder.

     On December 20, 2001 the Company issued 75,000 shares of restricted
common stock to two Directors and 250,000 shares of restricted common stock
to the President of the Company for services rendered. The assigned
aggregated value for the services was $56,000. The shares were issued without
registration under the Securities Act of 1933, as amended, in reliance upon
the exemption from registration afforded be section 4(2) and 3(b) of the
Securities Act and Regulation D promulgated thereunder.

     On December 20, 2001 the Company issued 250,000 shares of restricted
common stock to a consultant of the Company for services related to marketing
and as a technical representative of the Company. The assigned value for the
services was $35,000. The shares were issued without registration under the
Securities Act of 1933, as amended, in reliance upon the exemption from
registration afforded be section 4(2) and 3(b) of the Securities Act and
Regulation D promulgated thereunder.

<PAGE>

     On December 20, 2001 the Company issued 1,253,266 shares of restricted
common stock to a Director in exchange for cash totaling $41,813 and for
services rendered for the eight months beginning on October 1, 2001 and
ending on April 1, 2002. The value assigned to the services was $158,710. The
shares were issued without registration under the Securities Act of 1933, as
amended, in reliance upon the exemption from registration afforded be section
4(2) and 3(b) of the Securities Act and Regulation D promulgated thereunder.

     The Company entered into an agreement dated June 21, 2001 with The Fit
Group whereby the company is to receive temporary financing of $750,000 in
exchange for the lender holding as collateral 10,000,000 restricted company
shares.  The agreement calls for long term financing of $10,000,000 in the
form of a convertible debenture.  When the long term financing is in place,
the Company will repay the $750,000 temporary financing and receive back the
10,000,000 shares of company stock.  The stock will then be cancelled.  The
shares of stock were issued June 22, 2001 but will not be delivered to the
lender until the temporary financing is received.  Included in prepaid
expense is $10,000 representing the par value of the issued but undelivered
stock.

     The  Board  of  Directors  on  November  20,  2001  approved  the  stock
subscription  agreement whereby Kassell Partnership of  Athens  Greece  would
purchase  25,000,000 shares of the Company's restricted stock for  $2,000,000
in cash.  As of December 31, 2001 the funds were not available to the Company
and  the  issued  stock  was  held by the Company.   Included  in  equity  is
subscription  receivable totaling $25,000 representing the par value  of  the
issued  stock.   It is anticipated the funds will be available  in  February,
2002.

     Subsequent Event. Subsequent to year end, in January of 2002, the
Company issued 500,000 shares of restricted common stock at a value of
$50,000. The shares were issued without registration under the Securities Act
of 1933, as amended, in reliance upon the exemption from registration
afforded be section 4(2) and 3(b) of the Securities Act and Regulation D
promulgated thereunder, in addition to an exemption available under
Regulation S.

Item 6.       Exhibits and Reports on Form 8-K.

     None.
<PAGE>

                                 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.


MILLENNIUM PLASTICS CORPORATION
(Registrant)



By:/s/ Paul Branagan
     Paul Branagan
     President


   Date: February 14, 2001

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</DOCUMENT>
