<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>mpco_10ksb-2002.txt
<TEXT>
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-KSB

         [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

       [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: March 31, 2002

                      Commission File Number: 000-30234

                       MILLENNIUM PLASTICS CORPORATION
           (Exact name of registrant as specified in our charter)

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

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

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

     Aurora Corporation, 525 South 300 East, Salt Lake City, Utah 84111
               (Former name and former address of Registrant)

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

  Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                              $0.001 par value
                              (Title of Class)

     Indicate by check mark whether the registrant (a) 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 _____

     Indicate  by  check mark if disclosure of delinquent filers pursuant  to
Item  405  of  Regulation  S-B  is not contained  herein,  and  will  not  be
contained,  to  the  best of registrant's knowledge, in definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-K.  [     ]

      The  issuer's revenue for its most recent fiscal year ended  March  31,
2002.  $30,190

<PAGE>

     The  aggregate  market value of the voting and non-voting  common  stock
held  by  non-affiliates computed by reference to the average  low  and  high
price,  as of September 13, 2002 was $308,615.20 based on the share value  of
$0.01.

     The  number of shares of Common Stock, $0.001 par value, outstanding  on
July 31, 2002, was 35,485,184 shares, held by approximately 686 stockholders.

     Transitional Small Business Disclosure Format (check one):  Yes  ___  No
X

<PAGE>

                       MILLENNIUM PLASTICS CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                          FOR THE FISCAL YEAR ENDED
                               March 31, 2002

                               Index to Report
                               on Form 10-KSB


PART I                                                       Page

Item      1.   Business                                                  4-9
Item      2.   Properties                                                  9
Item      3.   Legal Proceedings                                           9
Item      4.   Submission of Matters to a Vote of Security Holders         9

PART II

Item      5.   Market for Registrant's Common Equity
               and Related Stockholder Matters                         10-12
Item      6.   Management's Discussion and Analysis of
               Financial Condition and Results of Operation            12-15
Item      7.   Financial Statements and Supplementary Data                16
Item      8.   Changes in and Disagreements With Accountants
               on Accounting and Financial Disclosure                     16

PART III

Item      9.   Directors and Executive Officers of the Registrant      16-20
Item   10.     Executive Compensation                                     20
Item   11.     Security Ownership of Certain Beneficial Owners
               and Management                                             21
Item   12.     Certain Relationships and Related Transactions          21-22

PART IV

Item   13.     Exhibits, Financial Statement Schedules and
               Reports on Form 8-K                                        22


<PAE>

     This  form 10-KSB contains forward-looking statements within the meaning
of   the  federal  securities  laws.  These  forward-looking  statements  are
necessarily based on certain assumptions and are subject to significant risks
and uncertainties. These forward-looking statements are based on management's
expectations  as of the date hereof, and the Company does not  undertake  any
responsibility to update any of these statements in the future. Actual future
performance  and results could differ from that contained in or suggested  by
these  forward-looking statements as a result of factors set  forth  in  this
Form  10-KSB (including those sections hereof incorporated by reference  from
other filings with the Securities and Exchange Commission), in particular  as
set forth in the "Management's Discussion and Analysis" under Item 6.

    In  this  form 10-KSB references to "MILLENNIUM", "MPCO", "the  Company",
"we," "us," and "our" refer to MILLENNIUM PLASTICS CORPORATION.

                                   PART I

ITEM 1. BUSINESS

(a) General Business Development

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

     Millennium  has  an authorized capitalization of 100,000,000  shares  of
common stock, $0.001 par value per share, and as of July 31, 2002 there  were
35,485,184 shares outstanding.

     Effective  July  30,  1999, Aurora Corporation, an  Oregon  corporation,
formed  on April 2, 1986, merged with and into Echo Services, Inc., a  Nevada
corporation, formerly Clover Crest, Inc. formed in Nevada on March 31,  1999.
Echo  Services, Inc. concurrent with the merger with Aurora, changed its name
to  Aurora  Corporation. Aurora filed its form 10SB with the  Securities  and
Exchange  Commission  on  August 30, 1999, and on  October  30,  1999  became
subject to the reporting requirements of the Securities Exchange Act of 1934.
On  October  25,  1999  Aurora Corporation changed  its  name  to  Millennium
Plastics Corporation.

     Pursuant to an Agreement and Plan of Merger dated November 23, 1999  and
effective  December  6, 1999 between Graduated (holder  of  the  U.S.  patent
rights  to  biodegradable technology) and Millennium, all of the  outstanding
shares  of  common stock of Graduated were exchanged for 6,750,000 shares  of
common  restricted stock of Millennium in a transaction in  which  Millennium
was the surviving company.

     In December 1999, Millennium amended the patent and royalty agreement it
received  from the merger with Graduated. The amended agreement  resulted  in
the  termination  of the 5% royalty fee in exchange for 8,000,000  shares  of

<PAGE>

Millennium stock and a $300,000 loan to Solplax Ltd. Solplax was a 100% owned
subsidiary  of SCAC Holdings, Inc. ("SCAC"). In September of 2000  Millennium
rescinded the patent agreement and exchanged an additional 4,000,000  (for  a
total  of  12,000,000) shares of Millennium stock to  SCAC  for  all  of  the
outstanding stock of Solplax.  The 12,000,000 shares were distributed by SCAC
to its stockholders on a pro rata basis.

     The  assets  acquired consisted of patent costs ($87,800) and  furniture
($21,300).  Solplax  had  also  recorded on  its  books,  $546,400  of  costs
associated with research and development, which was valued at zero  according
to United States accounting standards.  Liabilities assumed included payables
and debt totaling $177,149.  Millennium also paid SCAC $27,700 for repayments
of  funds used for Solplax purposes.  Millennium reduced its paid-in  capital
by  $95,749  in 2000 and $4,000 in 2001 to reflect the excess of  liabilities
assumed over assets acquired.

     In  April 2000 Millennium entered into an agreement with IPA Advisory  &
Intermediary  Services,  LLC  to provide Millennium  management  guidance  on
business  development, marketing research and strategy in order to accelerate
the growth of Millennium.  The Agreement was completed pursuant to its terms.

     The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles that contemplate the
continuance  of the Company as a going concern.  The Company's cash  position
may be inadequate to pay all of the costs associated with testing, production
and marketing of products.  Management intends to use borrowings and security
sales to mitigate the effects 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 existence.

(b) Description of Business

     To date and subsequent to the merger with Graduated, Millennium has
focused on the development of biodegradable plastic materials.

                    Product Chemistry and Characteristics

     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

<PAGE>

decomposes entirely into environmentally benign substances: water (H2O),  gas
(CO2)  and  air (O2) - 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.

     Pure  PVA rapidly degrades in contact with water or moisture which would
render  it  useless for typical industrial, consumer, food and medical  uses.
Therefore, Solplax is coated with a PVA polymer having novel properties.  The
patented Solplax process bonds a special coating to one or both sides of  the
PVA  film.  This  coating  makes  the overall product  impervious  to  liquid
dissolution  for  its desired-product lifetime. Solplax base  polymers  offer
clients an attractive range of specifications which can be tailored to  their
planned  end  use or product application. Chemists can vary the "recipe"  for
polymers  using different combinations and ratios of seven basic  constituent
ingredients  to  manufacture  eight similar, but different,  polymers,  which
posses distinctive characteristics. This allows the granular polymer that  is
produced  to  be specifically tailored to the end-use product which  will  be
manufactured  from it. The characteristics which are common  to  all  of  the
Solplax polymers include:

*    Water resistance until dissolution is required;
*    Excellent barrier to most odors and non-aqueous liquids;
*    Excellent characteristics for heat-sealing applications;
*    Patented time-controlled degrading process; and
*    Non-toxic, non-carcinogenic and fully biodigestible.

               Solplax Manufacturing and Product Applications

    The  Solplax polymers can be produced on generic production machinery and
production  scaled-up efficiently and economically. The Solplax plastics  can
be  fabricated  into  articles using known, standard manufacturing  processes
(e.g.,  blow molding, injection molding, and cast extrusion) with no risk  of
thermal degradation.

    The  Solplax  family  of  biodegradable plastic polymers  have  different
physical properties and can be used to produce a variety of disposable items,
ranging  from  gossamer shrouds for clothing to firm eating  utensils.  These
also   include,  amongst  many  other  items;  diaper  liners,  slow  release
fertilizer  pellets,  dry goods containers, garbage and  compost  bags,  golf
tees, a wide variety of packaging products such as the film utilized by  many
auto  and  boat carriers to protect the vehicles in transportation, shot  gun
ammunition wadding, swizzle sticks and yokes for beverage cans.

    In  March  of  2001, the Company licensed Augusta Golf Products  Ltd.  to
market  the new line of water soluble and biodegradable golf tees  and  other
golf related products.  Under the terms of the agreement Millennium granted a
license  to  Augusta  Golf  Products,  Ltd  ("Augusta")  to  manufacture  and
distribute  golf  related  products  including  golf  tees.   The   agreement
specifies  that Augusta "shall purchase exclusively from Millennium  any  and
all  raw  materials"  utilized  in the manufacture  or  distribution  of  the
licensed  products.  The initial agreement term is for 3 years with automatic
extension unless previously terminated.

<PAGE>

    In  January  of  2001,  the  Company executed an  Agreement  with  T-Plex
Technologies,  a  Nevada  corporation  wherein  Millennium  granted   a   non
transferable license under Millennium's SolplaxT Technology for the use in T-
PlexT,  a  plastic stretch film to be utilized for protecting fully assembled
vehicles while being transported. Millennium will sell to T-Plex any and  all
raw  materials  and  its formulated SolplaxT Plastic  material  used  in  the
manufacture of T-PlexT. The term of the license is for 3 years commencing  on
the date of execution.

    Major  market sectors who are projected to have a high level of  interest
in the use of Solplax products include the retail food and beverage industry,
food  packaging  industry, and the military. In August  of  2000  Millennium,
working with LC Industries, Signature Works Division, developed biodegradable
alternative  plastic flatware to be utilized by the U.S.  Navy  to  eliminate
pollution  of the seas with current plastic materials.  As of this  date  the
Company  has  not  confirmed  any contracts  relative  to  the  food  service
industry, including the U.S. Navy.

    In  January  2001  Millennium launched the deployment of its  perforation
ball  sealers to be utilized in deep oil and gas wells. The Company  licensed
Santrol, a Division of Fairmount Minerals, in February of 2001, to market the
perforation ball sealers to the oil and gas industry.  Under the terms of the
license  agreement Santrol was provided an exclusive nontransferable  license
to  manufacture and distribute Solplax soluble perforation ball sealers.  The
initial term of the agreement is for three years and will automatically renew
unless  terminated.  The agreement specifies that Santrol shall purchase  all
raw  materials exclusively from Millennium. The Company has received  minimal
revenues to date.

                             Marketing Approach

    Plastic  products  are  essential and pervasive  in  the  functioning  of
modern societies - even in the least economically developed countries. As the
use  of  plastic products, and the resulting mountains of plastic waste  grow
inexorably, the challenge facing producers, consumers and governments  is  to
find  ways to reduce the rate of growth of the "mountains" as well as to find
safe,  practical  methods  for  disposal  of  the  plastic  waste  that  does
accumulate.   Because  Solplax  is  degraded  and  rendered   into   harmless
by-products (dispersed water and CO2) and non-toxic organic residues,  it  is
well  positioned to play a constructive and profitable role as these problems
are   faced   by  the  responsible  government  authorities,  and   concerned
manufacturers and consumers.

    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  and  vehicle  protective coatings  used  during  transportation.
Recently the Company entered into an agreement to produce plastic perf  balls
for  the  oil  and  gas  industry. Although the  Company  has  not  generated
significant  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.

    To  assist  Millennium  in its market approach, the  Company  executed  a
consulting  agreement  with the Gingrich Group, led  by  Newt  Gingrich.  The
agreement  provided for assistance in strategic management and  planning  and
the  development of business opportunities.  The term of this  Agreement  was

<PAGE>

for  one year commencing January 15, 2001 and terminated on its own terms  in
January 2002.

    As  a  result  of  an increase in product costs related  to  the  use  of
Millennium's  technology,  businesses have yet to demonstrate  a  demand  for
Millennium's technology.  Until such time as there is additional  substantial
awareness for this biodegradable plastic material we do not believe  we  will
achieve  significant revenues.  Management believes that, in the  foreseeable
future,  cash  generated from operations will be inadequate to  support  full
marketing roll out and ongoing product development, and that we will thus  be
forced  to  rely on additional debt and/or equity financing.   Management  is
reasonably confident that it can identify sources and obtain adequate amounts
of  such  financing.  We intend to enter into a cooperative arrangement  with
distributors, whereby we will receive marketing and sales benefits  from  the
professional staff of such distributors. To date, we have not established any
such  arrangements.   In the event we are unsuccessful in  generating  equity
capital, then the Company will be unable to continue with product development
and/or  marketing.  The lack of equity capital may in turn cause the  Company
to become insolvent.

                                 Competition

      The  Company  competes with numerous other plastic suppliers.  Many  of
these competitors have substantially greater resources than the Company.  The
Company  has been successful in finding a niche in the market based upon  the
biodegradable  nature  of its product. Should a larger  and  better  financed
company decide to directly compete with the Company, and be successful in its
competitive efforts, the Company's business could be adversely affected.

                           Trademarks and Patents

      Millennium's United States Patent No. 5,948,848 was acquired under  the
terms  of  a  merger with Graduated on December 6, 1999. Graduated  Plastics,
Inc.  had acquired the US Patent under the terms and conditions of a  "Patent
Assignment  and Royalty Agreement" entered into on September  30,  1999  with
Solplax Limited. The Patent relates to a biodegradable plastics material  and
to  a  method  for its manufacture. In particular, the patent  relates  to  a
biodegradable         plastics         material         comprising          a
polyvinylacetate/polyvinylalcohol copolymer.

     On September 25, 2000 Millennium acquired 100% of the shares of Solplax,
owning   international  patent  rights  for  biodegradable   plastics.   Upon
completion  of the transaction with Solplax, Millennium obtained  control  of
the international rights of Solplax for biodegradable plastics.

     In  addition  to the patented technology, all testing by  Millennium  or
others  permitted  to utilize Millennium's technology is  subject  to  strict
privacy and confidentiality controls.

                          Research and Development

     Research and development has been completed by Solplax Ltd. prior to the
acquisition by Graduated and the subsequent acquisition by Millennium. It  is
anticipated  that  additional significant research and  development  will  be
required to determine the applicability of Millennium's biodegradable plastic
material to specific uses.

<PAGE>

                                  Employees

     Millennium has no employees other than its officers and directors.  None
of  the  directors  or  officers work full time for the  company  but  devote
whatever time is necessary for them to assist the Company in its development.
Millennium  does not expect a significant change in the number  of  employees
over the next 12 months.

ITEM 2.   PROPERTIES

     Millennium  Plastics maintains its administrative  offices  at  6265  S.
Stevenson  Way, Las Vegas, Nevada 89120.  Millennium has offices,  laboratory
and warehousing at that location, currently using about 4,500 square feet  of
space  for  $4,015  a  month.   Millennium has  an  option  to  lease  up  to
approximately  12,000 square feet.  Branagan & Associates  is  the  landlord.
The  lease  is  for  a  term of 3 years commencing  January  1,  2001.   Paul
Branagan,   President  of  Millennium,  is  also  President  of  Branagan   &
Associates.

ITEM 3.   LEGAL PROCEEDINGS

     We  are  not  presently a party to any material litigation, nor  to  the
knowledge  of  management is any litigation threatened against us  which  may
materially affect us.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Millennium  held  its annual meeting of shareholders  on  September  24,
2001.  Business conducted at the meeting included the following proposals:

(1)  To amend the Articles of Incorporation to increase the authorized common
     shares from 50,000,000 shares to 100,000,000 shares;
(2)  To elect 5 directors to serve until the next annual meeting or until
their successors are elected and qualified;
(3)  To put a Rights Offering in effect without further shareholder approval;
(4)  To confirm the reaffirmation of Weaver & Martin as independent auditors
for the Company;

     Each  share of Common Stock was entitled to one vote.  Only shareholders
of record at the close of business on August 15, 2001, were entitled to vote.
The  outstanding  number  of  shares at that  time  was  41,527,884  held  by
approximately  251  shareholders.  The required quorum  of  Shareholders  was
present at this meeting.

     With  respect  to  the  first matter, the stockholders  present  at  the
meeting and in attendance by proxy voted unanimously to amend the Articles of
Incorporation to increase the authorized common shares from 50,000,000 shares
to 100,000,000 shares.

     With  respect  to  the second matter, the stockholders  present  at  the
meeting  and  in  attendance by proxy voted unanimously  to  elect  Branagan,
Giltsoff, Grieco, Carnegie and Arnold to the Board of Directors.

<PAGE>

     With  respect  to  the  third matter, the stockholders  present  at  the
meeting and in attendance by proxy voted unanimously to put a Rights Offering
into effect without further Shareholder approval.

     With  respect  to  the fourth matter, the stockholders  present  at  the
meeting  and  in  attendance by proxy voted unanimously the reaffirmation  of
Weaver & Martin as independent auditors for the Company.

                                   PART II

ITEM 5.   MARKET  FOR  REGISTRANT'S  COMMON EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS
(a) Market Information

     Our  Common  Stock was traded in the over-the-counter securities  market
through  the  National Association of Securities Dealers Automated  Quotation
Bulletin  Board  System, under the symbol "MPCO".  The following  table  sets
forth  the quarterly low and high prices for our Common Stock as reported  by
the National Quotations Bureau for the last two fiscal years.  The quotations
reflect  inter-dealer prices, without retail mark-up, markdown or commission,
and may not necessarily represent actual transactions.
<TABLE>

                                   2002              2001
                               Low      High      Low    High
<S>                          <C>       <C>      <C>     <C>
       1st Quarter            $0.22     $0.34    $1.46   $2.73
       2nd Quarter            $0.12     $0.21    $0.94   $1.52
       3rd Quarter            $0.11     $0.21    $0.63   $1.10
       4th Quarter            $0.09     $0.12    $0.41   $0.84
</TABLE>

Note:  The  Company was delisted from trading on the OTC on August 21,  2002,
and  its  common stock is now sporadically traded in the inter-dealer market.
The  Company  anticipates being re-listed on the OTC  as  soon  as  practical
following bringing its 34 Act reports current.

(b) Holders of Common Stock

     As of March 31, 2002, we had approximately 600 stockholders of record of
the  35,285,150 shares outstanding. The closing bid stock price on March  31,
2002  was $0.28.  As of July 31, 2002, there were 686 stockholders of  record
of the 35,485,184 shares outstanding.

(c) Dividends

     We have never declared or paid dividends on our Common Stock.  We intend
to  follow  a policy of retaining earnings, if any, to finance the growth  of
the  business  and  do  not  anticipate paying  any  cash  dividends  in  the
foreseeable future.  The declaration and payment of future dividends  on  the
Common  Stock will be the sole discretion of the Board of Directors and  will
depend  on  our  profitability and financial condition, capital requirements,
statutory  and  contractual restrictions, future prospects and other  factors
deemed relevant.

<PAGE>

Recent Sales of Unregistered Securities

     The  Company entered into an agreement dated June 21, 2001 with The  Fit
Group  whereby the company was to receive temporary financing of $750,000  in
exchange  for the lender holding as collateral 10,000,000 restricted  company
shares.  The agreement called for long term financing of $10,000,000  in  the
form  of a convertible debenture. Due to the nonperformance of The Fit Group,
the  parties  executed a Stock Cancellation Agreement and Waiver and  Release
Agreement on November 13, 2001.  The Fit Group surrendered to the Company the
stock  certificate  representing 10,000,000  shares  of  Millennium's  common
stock.   Upon  receipt  of the stock certificate the  Company  cancelled  the
shares  and  The  Fit Group agreed to waive any claims with  respect  to  the
cancelled shares.

     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 March 31, 2002 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

     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 by 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  by section 4(2) and 3(b) of the  Securities  Act  and
Regulation D promulgated thereunder.

     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.   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 by section 4(2) and  3(b)  of  the
Securities Act and Regulation D promulgated thereunder.

<PAGE>

     On  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 by section 4(2) and  3(b)  of  the
Securities  Act  and Regulation D promulgated thereunder, in addition  to  an
exemption available under Regulation S.

Options

      The Company issued 60,000 options in fiscal 2001 and 180,000 options in
2002  to  a  consultant.  The option period is for 2 years and  the  exercise
price  is  $.85 per share.  The options were earned at a rate of  20,000  per
month and begin expiring January 15, 2003 at a rate of 20,000 per month.  The
value of the options was calculated at zero in fiscal 2002 based on the Black-
Scholes pricing model.

      On  January 2, 2002 the Company granted 250,000 options with and option
price  of  $0.10  per share for a term of five years for  legal  fees.   This
options were issued without registration under the Securities Act of 1933, as
amended, in reliance upon the exemption from registration afforded by section
4(2) and 3(b) of the Securities Act and Regulation D promulgated thereunder.

     The  Company  issued  250,000 options to an Officer.   The  options  are
exercisable  at $.50 per share and have a five year period from the  date  of
issue (April 6, 2001).

Subsequent Events

     On  February  3,  2003  Millennium executed an  agreement  with  Miltray
Investments  Ltd ("Miltray").  Pursuant to the agreement Miltray  shall  make
ongoing  investments in Millennium and assist Millennium  with  managing  its
business operation.

     Pursuant  to the agreement Miltray, agreed for the payment of  $150,000,
has  the  right  to  purchase (i) Five Hundred Thousand (500,000)  shares  of
restricted  common  stock  of  Millennium  Plastics  Corporation,  (ii)  plus
warrants  for  the  purchase of 10,500,000 shares of common  stock  described
below:

(i)  One Million (1,000,000) shares at Five Cents ($0.05) per share for a
     period until January 16, 2005;

(ii) One Million (1,000,000) shares at Ten Cents ($0.10) per share for a
     period until January 16, 2005;

(iii)Five Hundred Thousand (500,000) shares at Twenty Cents ($0.20) per
     share for a period until January 16, 2005;

(iv) Five Hundred Thousand (500,000) shares at Thirty Cents ($0.30) per share
     for a period until January 16, 2005;

(v)  Five Hundred Thousand (500,000) shares at Forty Cents ($0.40) per share
     for a period until January 16, 2005;

<PAGE>

(vi) Two Million (2,000,000) shares at Seventeen Cents ($0.17) per share for
     a period until January 16, 2005;

(vii)One  Million (1,000,000) shares at Five Cents ($.05) shall  be
     exercised within fifteen (15) days following the expiration of the
     Notice tothe Company;

(viii)One  Million (1,000,000) shares at Five Cents ($.05) shall  be
      exercised within sixty (60) days following the expiration of
      the Notice to the Company;

(ix) One Million (1,000,000) shares at Five Cents ($.05) shall be exercised
     within seventy-five (75) days following the expiration of the Notice
     to the Company; and

(x) the remaining Two Million (2,000,000) shares at Five Cents ($0.05) shall
    be exercised within one hundred twenty (120) days following the
    expiration of the Notice to the Company.

     Additionally  the  agreement  provided for  Mr.  Colin  Gerstein  to  be
appointed  to  the board of directors and act as a Management  Consultant  to
Millennium on behalf of Miltray for a period of three months and that Miltray
is  to  be  paid a consultant fee of $10,000 per month for the initial  three
months.   Thereafter, the parties agreed to negotiate an  amount  by  further
agreement.

     As  of February 25, 2003 Millennium has received $55,000 of the $150,000
due under the terms of the agreement.

     On  December 19, 2002 the board of directors accepted the resignation of
Jocelyn Carnegie as a Director.

Options granted subsequent to year-end

     The  Board  of  Directors approved the 2002-2003 stock  option  plan  on
August  1,  2003.  The total number of options that can be granted under  the
plan  will not exceed 2,000,000 shares.  Non-qualified stock options will  be
granted by the Board of Directors with an option price not less than  85%  of
the  fair  market  value  of the shares of common stock  to  which  the  non-
qualified  stock option relates on the date of grant.  In no  event  may  the
option  price  with  respect to an incentive stock option granted  under  the
stock  option  plan be less than the fair market value of such common  stock.
However  the price shall not be less than 110% of the fair market  value  per
share on the date of the grant in the case of an individual then owning  more
than  10% of the total combined voting power of all classes of stock  of  the
corporation.

     Each  option granted under the stock option plan will be assigned a time
period  for  exercising not to exceed ten years after the date of the  grant.
Certain other restrictions will apply in connection with this plan when  some
awards may be exercised.

     In  the  event  of a change of control (as defined in the  stock  option
plan), the date on which all options outstanding under the stock option  plan
may first be exercised will be accelerated.  Generally, all options terminate
90 days after a change of control.

<PAGE>

     The Company issued 500,000 options to purchase Company shares at a price
of  $.02  per share for a three-year period starting August 2, 2002  to  Paul
Branagan,  President and Chairman of the Company.  The fair market  value  of
the options at the date of issue was zero.

     The Company issued 500,000 options to purchase Company shares at a price
of  $.02 per share for a three-year period starting October 1, 2002 to a Paul
Branagan.  The fair market value of the option at the date of issue was zero.

     The Company issued 250,000 options to purchase Company shares at a price
of  $.02  per share for a three-year period starting October 1, 2002 to  3GC,
Ltd.,  a  company  owned  by  a  shareholder,  for  assistance  in  obtaining
financing.   The  fair market value of the option at the date  of  issue  was
zero.

     The  Company issued 50,000 options to purchase Company shares at a price
of  $.02  per  share for a three-year period starting October 1,  2002  to  a
consultant.   The fair market value of the option at the date  of  issue  was
zero.

     The Company issued 200,000 options to purchase Company shares at a price
of  $.02 per share for a three-year period starting October 1, 2002 to  Bayan
Giltsoff,  a  Director of the Company for assistance in obtaining  financing.
The fair market value of the option at the date of issue was zero.

     The  Company  issued  25,000 options to each  member  of  the  Board  of
Directors,  for  a total of 125,000 options issued, at a price  of  $.03  per
share  for  a  three-year period starting January 3, 2003.  The  fair  market
value of the option at the date of issue was zero.

ITEM 6.   MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

      With  the exception of historical matters, the matters discussed herein
are forward-looking statements that involve risks and uncertainties. Forward-
looking  statements  include, but are not limited to,  statements  concerning
anticipated  trends in revenues and net income, the date of  introduction  or
completion  of our products, projections concerning operations and  available
cash  flow.  Our  actual  results could differ materially  from  the  results
discussed in such forward-looking statements. The following discussion of our
financial  condition and results of operations should be read in  conjunction
with  our  financial  statements  and the  related  notes  thereto  appearing
elsewhere herein.

Overview

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

<PAGE>

     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

Year Ended March 31, 2002 and March 31, 2001

      Revenues. Revenues in the year ended March 31, 2002 were $30,190.  Cost
of  sales  were  $22,691, providing a gross profit  of  $7,499.  This  was  a
decrease of $5,475 over the prior year.

     Research  and  Development. Product development expenses  for  the  year
ended  March  31, 2002 were $396,120, a decrease of $87,933 or  18%  decrease
over  the  $484,053 of development expenses incurred in the year ended  March
31,   2001.  These  expenses  included  certain  office,  travel,  legal  and
accounting  expenses relating to the development of our initial products  and
services.

     General and Administrative. General and administrative expenses for  the
year  ended  March 31, 2002 were $221,918, a decrease of $115,617  or  a  34%
decrease over the $337,535 of general and administrative expenses incurred in
the  year  ended March 31, 2001.  This decrease was a result of the Company's
lack of operations.

     Professional  Fees. Professional fee expenses for the year  ended  March
31, 2002 were $858,152, an increase of $472,274 over the prior year.

      Loss  from  Operations.  As  a result of the  increases,  primarily  in
research and development and professional fees, loss from operations for  the
period  ended  March 31, 2002 were $1,468,691, an increase  of  $274,199,  an
approximate 23% increase over the loss from operations of $1,194,492 for  the
year ended March 31, 2001.

<PAGE>

Liquidity and Capital Resources

     A  critical  component  of  our operating plan impacting  our  continued
existence  is  the  ability to obtain additional capital  through  additional
equity and/or debt financing. We do not anticipate generating enough positive
internal  operating cash flow until such time as we can generate  substantial
additional  revenues from either license fees from our biodegradable  plastic
product and/or direct sales of our products, either or both of which may take
the  next  few  years  to fully realize. In the event we  cannot  obtain  the
necessary  capital  to pursue our strategic plan, we may  have  to  cease  or
significantly  curtail  our  operations. This  would  materially  impact  our
ability to continue operations.

     Our near term cash requirements are anticipated to be offset through the
receipt  of funds from private placement offerings and loans obtained through
private  sources.   Since inception, we have financed cash flow  requirements
through debt financing and issuance of common stock for cash and services. As
we  expand operational activities, we may continue to experience net negative
cash  flows from operations, pending receipt of sales revenues, and  will  be
required  to  obtain additional financing to fund operations  through  common
stock  offerings  and  bank  borrowings to the extent  necessary  to  provide
working capital.

     Over  the next twelve months, we intend to develop revenues by licensing
our  technology  and  developing  additional  products  for  specific  target
markets.  However, if adequately financed we will continue the  research  and
development  of  products,  increase the  number  of  employees,  and  expand
facilities  where  necessary  to  meet  product  development  and  completion
deadlines.  We  believe  that  existing capital and  anticipated  funds  from
operations will not be sufficient to sustain operations and planned expansion
in  the  next  twelve  months. Consequently, we  will  be  required  to  seek
additional  capital  in  the  future to fund  growth  and  expansion  through
additional equity or debt financing or credit facilities. No assurance can be
made  that  such financing would be available, and if available it  may  take
either the form of debt or equity. In either case, the financing could have a
negative impact on our financial condition and our Stockholders.

     We  anticipate incurring operating losses in the next twelve months. Our
lack  of  operating  history makes predictions of  future  operating  results
difficult  to  ascertain. Our prospects must be considered in  light  of  the
risks, expenses and difficulties frequently encountered by companies in their
early  stage  of  development,  particularly companies  in  new  and  rapidly
evolving  markets such as technology related companies. Such  risks  include,
but  are not limited to, an evolving and unpredictable business model and the
management  of  growth. To address these risks we must, among  other  things,
obtain  a customer base, implement and successfully execute our business  and
marketing  strategy, continue to develop and upgrade technology and products,
provide  superior  customer  services  and  order  fulfillment,  respond   to
competitive   developments,  and  attract,  retain  and  motivate   qualified
personnel. There can be no assurance that we will be successful in addressing
such  risks, and the failure to do so can have a material adverse  effect  on
our business prospects, financial condition and results of operations.

Going Concern

     The  consolidated financial statements included in this filing have been
prepared  in  conformity with generally accepted accounting  principles  that
contemplate the continuance of the Company as a going concern.  The Company's

<PAGE>

cash  position  may  be  inadequate to pay all of the costs  associated  with
testing,  production and marketing of products.  Management  intends  to  use
borrowings  and security sales to mitigate the effects 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 existence.

ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See  Index  to  Financial Statements and Financial  Statement  Schedules
appearing on page F-1 through F-13 of this Form 10-KSB.

ITEM 8.   CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING  AND
          FINANCIAL DISCLOSURE

      Millennium  has had no disagreements with its independent  auditors  on
accounting or financial disclosures.

                                  PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH
          SECTION 16(a) OF THE EXCHANGE ACT.

      The following table sets forth the names and positions with the Company
of  the  executive officers and directors of the Company. Directors  will  be
elected  at  the Company's annual meeting of stockholders and serve  for  one
year  or until their successors are elected and qualify. Officers are elected
by  the Board and their terms of office are, except to the extent governed by
employment contract, at the discretion of the Board.

       NAME             AGE                      POSITION
       Paul T.          59     President, Secretary/Treasurer and Director
       Branagan
       Jocelyn          35     Director
       Carnegie (1)
       James L.         67     Vice President of Operations and Director
       Arnold
       Donato Grieco    65     Director
       Bayan            58     Director
       Giltsoff
(1)  On  December 19, 2002 the board of directors accepted the resignation  of
     Jocelyn Carnegie as a Director

Duties, Responsibilities and Experience

     Paul  T. Branagan (age 59) is the President, Secretary/Treasurer  and  a
member of the Board of Directors of the Company. Mr. Branagan graduated  from
the  University of Las Vegas Nevada with a B.S. in physics. From 1993 to  the
present  Mr. Branagan has been the President and Senior Scientist of Branagan
&  Associates,  Inc. From 1975 to 1993 he was the Project Manager,  Assistant
Oil  and Gas Division Manager and Senior Scientist of CER Corporation of  Las
Vegas, Nevada.  Mr. Branagan is President and Chairman of Petrol Oil and Gas,
Inc., a reporting company under the 34 Act.

<PAGE>

     Jocelyn  JAB Carnegie (age 35) Member of the Board of Directors  of  the
Company  and President of Millennium Plastics Corporation subsidiary  Solplax
Ltd.  since 1990, Mr. Carnegie has been a Business Development and management
consultant to various international corporations involved in the development,
finance  and  formation of trading and industrial operations in the  emerging
markets  of  the  CIS  as  well as environmental technologies  in  the  agro-
industrial  sector.  Since the 1980's, he has been involved  in  real  estate
management, forestry and the environment in the UK.  On December 19, 2002 the
board of directors accepted the resignation of Jocelyn Carnegie as a Director

     James  L.  Arnold  (age 67) is the Vice President of  Operations  and  a
member  of  the Board of Directors of the Company. Mr. Arnold graduated  from
Northeastern University with a B.S. in industrial engineering. From  1997  to
the  present he has worked as a management consultant. From 1993 until  1997,
Mr. Arnold served as President and CEO of Ebtron, Inc.

     Donato  A. Grieco (age 65) is a member of the Board of Directors of  the
Company.  Mr.  Grieco  holds a B.S. in Business & Engineering  Administration
from  the  Massachusetts Institute of Technology of Cambridge, Massachusetts.
Since  1986, Mr. Grieco has been Vice-President of Mollenberg-Betz,  Inc.  of
Buffalo,  New  York,  a  major  contractor  in  the  mechanical  construction
industry,  specializing  in  refrigeration, air  conditioning,  heating,  and
industrial  process piping systems. Primarily responsible  for  project  cost
estimating, along with vendor and sub-contractor soliciting, leading to total
project bid presentations.

     Bayan Giltsoff (age 58) Vice President of Sales & Marketing and a Member
of the Board of Directors of the Company. Having completed his studies at the
Faculty  of Letters, Madrid University, Mr. Giltsoff worked in the  chemicals
sector  with  Foseco  Minsep in Kuwait from 1967 to  1979.   From  1979,  Mr.
Giltsoff worked with Digital Equipment Corp in the IT sector until, in  1986,
he  founded  his  own  computer trading and IT Consultancy  based  in  Dubai.
Active  principally in the Middle East, Mr. Giltsoff returned to  Ireland  in
the  mid  1990's  to  develop the Solplax technology.  Mr.  Giltsoff  founded
Solplax  in  1996  based on his patented invention of 1995 and  continues  to
drive  the  technical development and marketing effort of the  company.   Mr.
Giltsoff continues to consult to several companies in the Gulf and throughout
Europe  within  the trading, IT and real estate sectors.   He  is  fluent  in
English,  French, Spanish and Arabic and has a working knowledge off Russian,
Portuguese and Italian.

                    Limitation of Liability of Directors

     Pursuant  to  the  Nevada  General  Corporation  Law,  our  Articles  of
Incorporation  exclude  personal liability for  our  Directors  for  monetary
damages  based  upon  any violation of their fiduciary duties  as  Directors,
except  as  to  liability  for any breach of the duty  of  loyalty,  acts  or
omissions  not  in good faith or which involve intentional  misconduct  or  a
knowing  violation of law, or any transaction from which a Director  receives
an  improper personal benefit. This exclusion of liability does not limit any
right  which  a Director may have to be indemnified and does not  affect  any
Director's  liability under federal or applicable state securities  laws.  We
have  agreed  to  indemnify  our directors against expenses,  judgments,  and
amounts paid in settlement in connection with any claim against a Director if
he  acted  in  good  faith and in a manner he believed  to  be  in  our  best
interests.

<PAGE>

               Board of Directors Committees and Compensation

Compensation Committee Interlocks and Insider Participation

     The  Board  of  Directors does not have a Compensation Committee.   Paul
Branagan, President, oversaw the compensation of our executive officers.

Board of Director's Report on Executive Compensation

     General.   As  noted  above,  our Board of Directors  does  not  have  a
Compensation  Committee and, accordingly, during the  year  ended  March  31,
2002,  the  Board of Directors, through the President, reviewed and  approved
the compensation of our executive officers.

     Overall Policy; Significant Factors.  The compensation decisions made by
the  Board  of Directors in respect of our executive officers were influenced
by  two major factors.  First, our start-up nature brings with it all of  the
normal  capital  requirements  to  sustain growth,  therefore  certain  stock
compensation  was granted in lieu of salaries, commissions and  for  services
rendered.   This  practice may be extended into the future on a  case-by-case
basis  and  accordingly  filed with the Securities and  Exchange  Commission.
Finally,  as we continue to mature, certain additions to the executive  staff
will  be  required.  As we are required to seek talent in outside market,  we
will be required to provide a competitive compensation package.

     As  overall  policy, however, the Board continues to believe that  long-
term compensation tied to the creation of stockholder value should constitute
a  significant  component of the compensation to be earned by  our  executive
officers.   In  this  respect, it will be the Board's policy  to  attempt  to
restrain  base  cash compensation (subject to competitive  pressures),  while
providing  the  incentive  for Management to increase  stockholder  value  by
providing  such officers with significant numbers of market-price stock  that
will  not confer value upon the officers unless and until the Company's share
price  rises.   The  Board  of  Directors expects  that  stock  options  will
constitute  a significant component of the compensation package  provided  to
executive officers.

     The  Board  believes that cash bonuses are, at times, appropriate  based
upon  the  performance  of the Company's business compared  to  our  internal
expectations and general business conditions.

Stock Option and Incentive Plan

      The  Board  of Directors approved a stock option plan on September  25,
2000.   The  total number of options that can be granted under the plan  will
not exceed 1,000,000 shares.  Non-qualified stock options will be granted  by
the  Board  of Directors with an option price not less than 85% of  the  fair
market  value of the shares of common stock to which the non-qualified  stock
option  relates on the date of grant.  In no event may the option price  with
respect  to an incentive stock option granted under the stock option plan  be
less  than  the  fair market value of such common stock.  However  the  price
shall not be less than 110% of the fair market value per share on the date of
the grant in the case of an individual then owning more than 10% of the total
combined voting power of all classes of stock of the corporation.

<PAGE>

      Each option granted under the stock option plan will be assigned a time
period  for  exercising not to exceed ten years after the date of the  grant.
Certain other restrictions will apply in connection with this plan when  some
awards may be exercised.

     In  the  event  of a change of control (as defined in the  stock  option
plan), the date on which all options outstanding under the stock option  plan
may first be exercised will be accelerated.  Generally, all options terminate
90 days after a change of control.

     The Company issued 60,000 options in fiscal 2001 and 180,000 options  in
2002  to  a  consultant.  The option period is for 2 years and  the  exercise
price  is  $.85 per share.  The options were earned at a rate of  20,000  per
month and begin expiring January 15, 2003 at a rate of 20,000 per month.  The
value of the options was calculated at zero in fiscal 2002 based on the Black-
Scholes pricing model.

     The  Company  issued 250,000 options for legal services  on  January  2,
2002.  The option period is 5 years and the exercise price is $.10 per share.
Based  on the Black-Scholes pricing model the options had a value of  $18,337
at the date of issue.  Professional fee expense was increased by the value of
the options as was paid-in capital.

     The  Company  issued  250,000 options to an Officer.   The  options  are
exercisable  at $.50 per share and have a five-year period from the  date  of
issue  (April  6,  2001).  The Company accounts for options  under  the  Plan
issued  to  Officers with no compensation cost recognized in accordance  with
FAS  123,  Accounting  for Stock Based compensation, the Company's  operating
loss would have been affected as follows:
<TABLE>

                                                       2002         2001
<S>                                                 <C>           <C>
       Dividend yields                                        0%          0%
       Stock volatility                                      58%         47%
       Risk free yield                                      4.3%        4.6%
       Expected option life                            4.2 years     2 years
       Basic and diluted loss per share                   ($.03)      ($.04)
       Pro forma                                          ($.03)      ($.04)
</TABLE>

   The following table summarizes the option plan:
<TABLE>
                                                    Shares  Weighed Average
                                                                 Price
<S>                                                <C>        <C>
       Outstanding at April 1, 2000                      0              0.00
       Granted                                      60,000              0.85
       Canceled                                          0              0.00
       Exercised                                         0              0.00
       Outstanding at March 31, 2001                60,000              0.85
       Granted                                     680,000              0.37
       Cancelled                                         0              0.00
       Exercised                                         0              0.00
       Outstanding at March 31, 2002               740,000              0.41
</TABLE>
<PAGE>

Options granted subsequent to year-end

     The  Board  of  Directors approved the 2002-2003 stock  option  plan  on
August  1,  2003.  The total number of options that can be granted under  the
plan  will not exceed 2,000,000 shares.  Non-qualified stock options will  be
granted by the Board of Directors with an option price not less than  85%  of
the  fair  market  value  of the shares of common stock  to  which  the  non-
qualified  stock option relates on the date of grant.  In no  event  may  the
option  price  with  respect to an incentive stock option granted  under  the
stock  option  plan be less than the fair market value of such common  stock.
However  the price shall not be less than 110% of the fair market  value  per
share on the date of the grant in the case of an individual then owning  more
than  10% of the total combined voting power of all classes of stock  of  the
corporation.

     Each  option granted under the stock option plan will be assigned a time
period  for  exercising not to exceed ten years after the date of the  grant.
Certain other restrictions will apply in connection with this plan when  some
awards may be exercised.

     In  the  event  of a change of control (as defined in the  stock  option
plan), the date on which all options outstanding under the stock option  plan
may first be exercised will be accelerated.  Generally, all options terminate
90 days after a change of control.

     The Company issued 500,000 options to purchase Company shares at a price
of  $.02  per share for a three-year period starting August 2, 2002  to  Paul
Branagan.   The  fair market value of the options at the date  of  issue  was
zero.

     The Company issued 500,000 options to purchase Company shares at a price
of  $.02 per share for a three-year period starting October 1, 2002 to a Paul
Branagan,  President and Chairman of the Company.  The fair market  value  of
the option at the date of issue was zero.

     The Company issued 250,000 options to purchase Company shares at a price
of  $.02  per share for a three-year period starting October 1, 2002 to  3GC,
Ltd.,  a  company  owned  by  a  shareholder,  for  assistance  in  obtaining
financing.   The  fair market value of the option at the date  of  issue  was
zero.

     The  Company issued 50,000 options to purchase Company shares at a price
of  $.02  per  share for a three-year period starting October 1,  2002  to  a
consultant.   The fair market value of the option at the date  of  issue  was
zero.

     The Company issued 200,000 options to purchase Company shares at a price
of  $.02 per share for a three-year period starting October 1, 2002 to  Bayan
Giltsoff,  a  Director of the Company for assistance in obtaining  financing.
The fair market value of the option at the date of issue was zero.

     The  Company  issued  25,000 options to each  member  of  the  Board  of
Directors,  for  a total of 125,000 options issued, at a price  of  $.03  per
share  for  a  three-year period starting January 3, 2003.  The  fair  market
value of the option at the date of issue was zero.

<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the Securities Exchange Act of 1934, as  amended  (the
"Exchange  Act"), requires Millennium executive officers and  directors,  and
persons  who  beneficially own more than ten percent of  Millennium's  common
stock,  to  file  initial  reports of ownership and  reports  of  changes  in
ownership  with the SEC. Executive officers, directors and greater  than  ten
percent  beneficial  owners  are  required  by  SEC  regulations  to  furnish
Millennium  with copies of all Section 16(a) forms they file.  Based  upon  a
review  of  the  copies  of such forms furnished to  Millennium  and  written
representations from Millennium executive officers and directors,  Millennium
believes  that during the year ended 2002 all forms 3 and 4 were filed  on  a
timely  basis  or  as  of this filing for Millennium executive  officers  and
directors except for the follow people:

          Jocelyn Carnegie
          Donato Grieco
          Bayan Giltsoff

ITEM 10.  EXECUTIVE COMPENSATION

      The  following table sets forth the cash compensation of the  Company's
executive  officers  and directors during the last two fiscal  years  of  the
Company. The remuneration described in the table does not include the cost to
the  Company of benefits furnished to the named executive officers, including
premiums  for health insurance and other benefits provided to such individual
that are extended in connection with the conduct of the Company's business.

<TABLE>
Summary Compensation Table
                                                             Long Term
                        Annual Compensation                Compensation

                Year
Name and       Ended                      Other Annual Restricte
Principal      March    Salary    Bonus   Compensation     d       Options
Position        31,                                      Stock
<S>          <C>       <C>       <C>      <C>         <C>         <C>
Paul T.         2001    $60,000    -0-        -0-       250,000      -0-
Branagan                                                  (1)
                2002      -0-      -0-        -0-         -0-        -0-
Jocelyn         2001      -0-      -0-        -0-         -0-      250,000
Carnegie                                                             (2)
                2002      -0-      -0-        -0-       750,000      -0-
                                                          (3)
James L.        2001      -0-      -0-        -0-       75,000       -0-
Arnold                                                    (4)
                2002      -0-      -0-        -0-         -0-        -0-
Donato          2001      -0-      -0-        -0-       75,000       -0-
Grieco                                                    (5)
                2002      -0-      -0-        -0-         -0-        -0-
Bayan           2001      -0-      -0-        -0-         -0-        -0-
Giltsoff
                2002      -0-      -0-        -0-         -0-        -0-
</TABLE>
(1)  Shares issued for services rendered.
(2)  The options are exercisable at $.50 per share and have a five-year
period from the date of issuance.
(3)  The Company agreed to issue 500,000 shares and 50,000 shares each month
for 10 months to the Director and General Manager of Solplax.
(4)  Shares issued for services rendered.
(5)  Shares issued for services rendered.

<PAGE>

Compensation of Directors

   All  directors will be reimbursed for expenses incurred in attending Board
   or committee meetings.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  following table sets forth certain information as of July 31, 2002
with  respect to the beneficial ownership of common stock by (i) each  person
who  to the knowledge of the Company, beneficially owned or had the right  to
acquire  more than 5% of the Outstanding common stock, (ii) each director  of
the Company and (iii) all executive officers and directors of the Company  as
a group.

<TABLE>

                                                   Number         Percent
         Name of Beneficial Owner (1)             of Shares      Of Class
<S>                                             <C>            <C>
Paul T. Branagan (2)                                  985,516           2.7%
Jocelyn Carnegie (3)                                1,159,396           3.2%
James L. Arnold (4)                                   175,000           0.4%
Donato Grieco                                         225,000           0.6%
Bayan Giltsoff (5)                                  2,078,752           5.8%
All Directors & Officers as a Group                 4,623,664          13.0%
</TABLE>

(1)  As  used in this table, "beneficial ownership" means the sole or  shared
    power to vote, or to direct the voting of, a security, or the sole or shared
     investment power with respect to a security (i.e., the power to dispose of,
     or to direct the disposition of, a security).  In addition, for purposes of
     this  table,  a  person is deemed, as of any date, to  have  "beneficial
     ownership" of any security that such person has the right to acquire within
     60 days after such date.
(2)  90,268 shares of the 985,516 are owned by Paul Branagan's wife.
(3)  Of the 1,159,396 shares, 8,056 are owned by Carnegie Childrens Trust,
     and 20,135 are owned by The Hon Jocelyn JAB Carnegie. On December 19, 2002
     the board of directors accepted the resignation of Jocelyn Carnegie as a
     Director
(4)  100,000 shares of the 175,000 are owned by James Arnold and his wife.
(5)  805,352 shares of the 2,078,752 are owned by Bayan Giltsoff's wife.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Executive Office

     Millennium uses the management and office services of a company owned by
Paul  Branagan, President of the Company. Amounts paid for the  services  for
the  years  ended  March  31, 2002 and 2001, were approximately  $48,000  and
$12,000, respectively.

Management Conflicts

     Mr. Branagan is currently spending a substantial amount of his time with
Petrol Oil & Gas, Inc., a 12g reporting company.

Notes Payable

     The  Company  has the following 6% demand notes outstanding  to  related
parties:

<PAGE>

*    $195,874 (including accrued interest) to Paul Branagan, President of the
     Company.
*    $57,825 (including accrued interest) to Bayan Giltsoff, Director of the
Company.
*    $150,147 (including accrued interest) to 3GC a company owned by a
shareholder of the company.

ITEM  13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  Documents filed as part of this Report

     1.   Financial Statements:

          A.   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
          1.     Independent Auditors Report                             F-1
          2.     Financial Statements:
               Balance Sheet                                             F-2
               Statement of Operation                                    F-3
               Statement of Changes in Stockholders'                     F-4
               Statement of Cash Flows                                   F-5
               Notes to Consolidated Financial Statements         F-6 - F-13

     2.     During the fiscal year March 31, 2002 the Company filed the
following 8-Ks.
          NONE

     3.     Subsequent to the end of the fiscal year, the Company filed the
        following reports on Form 8-K
          NONE

<PAGE>

     4.   Exhibits
                                EXHIBIT INDEX
 Exhibit    Description
 2.1**      Acquisition Agreement dated August 22,2000 between Millennium
            and SCAC Holdings, Inc. Incorporated by reference from Form 8-K
            filed 8/30/2000.
 2.2**      Agreement and Plan of Merger dated November 23, 1999 between
            Millennium and Graduated Plastics, Inc.  Incorporated by
            reference from Form 8-K filed 12/6/99.
 3 (i).a**  Amended and Restated Articles of Incorporation of Millennium
            filed with the State of Nevada on 12/6/99. Incorporated by
            reference from Form 8-K filed 12/6/99.
 3 (i).b**  Certificate of Incorporation of Solplax Limited filed in
            Dublin, Ireland on 2/28/96. Incorporated by reference from SB-2
            filed 2/23/01
 3(ii)**    Amended and Restated Bylaws of Millennium dated 12/2/99.
            Incorporated by reference from SB-2 filed 2/23/01
 4.1**      Article VI of Amended and Restated Articles of Incorporation of
            Millennium. Incorporated by reference from Form 8-K filed
            12/6/99.
 4.2**      Article II and Article VIII, Sections 3 & 6 of Amended and
            Restated Bylaws of Millennium.  Incorporated by reference fro
            SB-2 filed 2/23/01 filed herewith.
 10.1**     Patent Assignment and Royalty Agreement between Solplax Limited
            and Graduated Plastics, Inc. dated 9/30/99. Incorporated by
            reference from Form 8-K filed 12/6/99
 10.2**     Addendum to Patent Assignment and Royalty Agreement between
            Solplax Limited, SCAC Holdings Corp. and Graduated Plastics,
            Inc. dated 12/1/99. Incorporated by reference from Form 8-K
            filed 12/7/00
 10.3**     3GC Limited, Letter of Investment Intent.  Incorporated by
            reference from Form 10QSB filed 2/14/01.
 10.4***    Commercial Lease Agreement
 10.5***    Consulting Agreement between The Gingrich Group the Millennium
            Plastics
 10.6***    Letter of Engagement between Millennium Plastics and
            International Profit Associates
 10.7*      Stock Cancellation Agreement/Waiver and Release Agreement filed
            herewith
 10.8*      Agreement between Millennium Plastics Corp. and Miltray
            Investment Ltd.
 11*        Statement of Per Share Earnings filed in audit attached
            herewith.
 13.1**     10-KSB for 3/31/00 filed 6/30/00
 13.2**     10QSB for 6/30/00 filed 8/14/00
 13.3**     10QSB for 9/30/00 filed 12/1/00
 13.4**     10QSB/A for 6/30/00 filed 12/6/00
 13.5**     10QSB for 12/31/00 filed 2/14/01
 21**       Solplax Limited is a wholly owned subsidiary of Millennium.
            Solplax Limited was incorporated in Dublin, Ireland on 2/28/96.
            Incorporated by reference from SB-2 filed 2/23/01
 23*        Consent of Auditor
 99.1**     2000-2001 Stock Option Plan approved by Shareholders on
            9/25/00.  Incorporated by reference from Form 10QSB filed
            2/14/01.
 99.2*      2002-2003 Stock Option Plan dated August 1, 2002
________________________
*  Filed herewith
** Incorporated by reference in Form 10-KSB on July 16, 2001
***  Filed in Form 10-KSB on July 16, 2001

<PAGE>

                                 SIGNATURES

      Pursuant  to the requirements of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on our behalf by the undersigned, thereunto duly authorized.

MILLENNIUM PLASTICS CORPORATION         DATED:  February 28, 2003



By:/s/ Paul Branagan
     Paul Branagan, President


      Pursuant  to the requirements of the Securities Exchange Act  of  1934,
this  report has been signed below by the following persons on behalf of  the
registrant and in the capacities and on the dates indicated.

Signature                Title                    Date

/s/ Paul Branagan      President, Secretary/Treasurer, February 28, 2003
Paul Branagan          Director

/s/ James Arnold       Vice President of Operations,   February 28, 2003
James Arnold           Director

/s/ Donato Grieco      Director                        February 28, 2003
Donato Grieco

/s/ Bayan Giltsoff     Director                        February 28, 2003
Bayan Giltsoff

<PAGE>

                          CERTIFICATION PURSUANT TO
                18 USC, SECTION 1350, AS ADOPTED PURSUANT TO
           SECTIONS 302 AND 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Annual Report of Millennium Plastics Corporation
(the "Company") on Form 10-KSB for the period ending March 31, 2002, as filed
with  the  Securities  and  Exchange  Commission  on  the  date  hereof  (the
"Report"),  I, Paul Branagan, President and Chief Accounting Officer  of  the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  I have reviewed the report;

(2)  To  the best of my knowledge, the Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under which
such statements were made, not misleading:

(3)  To  the  best of my knowledge, the financial statements,  and  other
financial information included in the Report, fairly present in all material
respects the financial condition and results of operations of the Company as
of, and for, the periods presented in the Report;

(4)  I:
(a)  am responsible for establishing internal controls;
(b)  have designed such internal controls to ensure that material information
relating to the Company and its consolidated subsidiaries is made known to me
by others within the Company, particularly during the period of April 1, 2001
through March 31, 2002;
(c)  have evaluated the effectiveness of the Company's internal controls as
of a date within 90 days prior to the Report; and
(d)  have presented in the Report my conclusions about the effectiveness of
my internal controls based on my evaluation of that date;

(5)  I have disclosed to the Company's auditors and the board of directors:
(a)  all  significant deficiencies in the design or operation of internal
     control which could adversely affect the Company's ability to record,
     process, summarize, and report financial data and have identified for the
     Company's auditors any material weaknesses in internal controls; and
(b)  any fraud, whether or not material, that involves management or other
     employees who have a significant role in the Company's internal controls;

(6)  I have indicated in the Report whether or not there were significant
     changes in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of my evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses; and

(7)  The Report fully complies with the requirements of section 13(a)  or
     15(d) of the Securities Exchange Act of 1934; and

Date:  February 28, 2002

/s/ Paul Branagan
Paul Branagan, President/Chief Accountign Officer

<PAGE>

                       Millennium Plastics Corporation
                        Index To Financial Statements


Report of Independent Certified Public Accountants                       F-1

Consolidated Balance Sheets, March 31, 2002 and 2001                     F-2

Consolidated Statement of Operations for the Years Ended
March 31, 2002,2001 and from inception (April 2, 1986)
to March 31, 2002                                                        F-3

Consolidated Statement of Stockholders' Equity from inception (April 2, 1986)
to March 31, 2002                                                  F-4 - F-5

Consolidated Statement of Cash Flows for the Year Ended March 31, 2002, 2001,
  and from inception (April 2, 1986) to March 31, 2002                   F-6

Notes to Consolidated Financial Statements                        F-7 - F-14

<PAGE>

             Report of Independent Certified Public Accountants

Stockholders and Directors
Millennium Plastics Corporation

We  have  audited the accompanying consolidated balance sheet  of  Millennium
Plastics  Corporation  as  of  March  31,  2002  and  2001  and  the  related
consolidated statements of operations, shareholders' deficit, and cash  flows
for  each  of  the years in the two-year period ended March 31,  2002.  These
financial statements are the responsibility of the management of the Company.
Our  responsibility  is to express an opinion on these  financial  statements
based on our audits.

We  conducted  our  audits  in  accordance with generally  accepted  auditing
standards  in  the United States. Those standards require that  we  plan  and
perform  the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatements. An audit includes  examining,
on  a  test  basis,  evidence supporting the amounts and disclosures  in  the
financial  statements.  An  audit  also  includes  assessing  the  accounting
principles  used  and significant estimates made by management,  as  well  as
evaluating the overall financial statement presentation. We believe that  our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all   material  respects,  the  financial  position  of  Millennium  Plastics
Corporation as of March 31, 2002 and 2001 and the results of their operations
and  their  cash  flows for each of the two years ended  March  31,  2002  in
conformity  with  generally  accepted accounting  principles  in  the  United
States.

The  accompanying financial statements have been prepared assuming  that  the
Company  will  continue as a going concern. As discussed in  Note  2  to  the
financial  statements,  the  Company  has  suffered  recurring  losses   from
operations  and  is  dependent upon the continued sale of its  securities  or
obtaining  debt  financing  for funds to meet its  cash  requirements.  These
factors raise substantial doubt about the Company's ability to continue as  a
going  concern.  Management's plans with regard to  these  matters  are  also
described  in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

Weaver & Martin, LLC

Kansas City, Missouri
January 15,2003

<PAGE>
<TABLE>
                       Millennium Plastics Corporation
                        (A Development Stage Company)
                         Consolidated Balance Sheet

                                                 March 31,     March 31,
                                                    2002          2001
<S>                                             <C>          <C>
Assets
Current assets:
  Cash                                           $      222   $        372
  Inventory                                          14,207             --
  Receivable                                         33,202         77,233
                                                 ----------   ------------
     Total current assets                            47,631         77,605
                                                 ----------   ------------
Equipment and furniture                              77,697         74,342
Accumulated depreciation                             53,645         40,714
     Total Equipment and furniture                   24,052         33,628

Other assets:
  Intangible asset-patent, net of accumulated
Amortization of $16,750 in 2002 and $9,125 in
2001                                                101,982         97,077
                                                 ----------   ------------
     Total assets                                $  173,665   $    208,310
                                                 ==========   ============
</TABLE>
<TABLE>

Liabilities and stockholders' equity
<S>                                             <C>          <C>
Current liabilities:
  Accounts payable                               $  655,997   $    248,655
  Current maturity of long-term debt and notes
payable and accrued interest                        403,846        214,542
  Accrued liabilities                                    --          2,572
                                                 ----------   ------------
     Total current liabilities                    1,059,843        465,769
                                                 ----------   ------------
Long-term debt                                           --         30,077
                                                 ----------   ------------
Contingencies and commitments

Stockholders' equity:
  Common stock $.001 par value, 100,000,000
shares authorized; 35,285,150 at 3/31/02 and
28,168,598 at 3/31/01 shares issued and
outstanding                                          35,285         28,169
  Common stock not issued at 3/31/01 but owed
to a buyer of 144,000 shares                             --            144
  Accumulated comprehensive income                 (21,286)       (19,623)
  Paid in capital                                 2,683,272      1,399,260
  Unamortized cost of stock issued for services   (419,272)             --
  Deficit accumulated during the development
stage                                            (3,164,177)   (1,695,486)
                                                 ----------   ------------
     Total stockholders' equity                   (886,178)      (287,536)
                                                 ----------   ------------
     Total liabilities and stockholders' equity  $  173,665   $    208,310
                                                 ==========   ============
</TABLE>
               See notes to consolidated financial statements.
<PAGE>
<TABLE>
                       Millennium Plastics Corporation
                        (A Development Stage Company)
                    Consolidated Statement Of Operations
                                    Year Ended March 31,         From
                                                              Inception
                                                            April 2, 1986
                                                             to March 31,
                                                                 2002
                                     2002          2001
<S>                               <C>          <C>           <C>
Revenues                           $  30,190    $     24,345  $      54,535
Cost of sales                         22,691         11,371         34,062
                                  ----------   ------------  -------------
Gross profit                           7,499         12,974         20,473
                                  ----------   ------------  -------------
Research and development costs       396,120        484,053        981,764
Wages                                 33,855         75,791        125,646
Professional fees                    858,152        385,878      1,491,973
Rent                                  48,168         14,232         62,400
Travel                                20,443         49,957        122,583
Administrative expense               119,452        197,555        420,287
Operating expense                  1,476,190      1,207,466      3,204,653
                                  ----------   ------------  -------------
Loss from operations              (1,468,691)    (1,194,492)    (3,184,180)
                                  ----------   ------------  -------------
Interest income                           --          8,730         20,003
                                  ----------   ------------  -------------
Net loss                          $(1,468,691) $(1,185,762)  $ (3,164,177)
                                  ==========   ============  =============
Net loss per share of common
stock-basic and diluted           $   (0.03)    $     (0.04)  $      (0.14)
                                  ==========   ============  =============
Weighted average shares
outstanding                       48,760,000     26,470,700     22,733,574
                                  ==========   ============  =============
</TABLE>
               See notes to consolidated financial statements.
<PAGE>
<TABLE>

                       Millennium Plastics Corporation
                        (A Development Stage Company)
               Consolidated Statement Of Stockholders' Equity

                           Common Stock             Stock    Accumulated
                                                  Purchased Comprehensive
                                                   But Not      Income
                                                   Issued
                     Per
                    Share    Shares      Amount
<S>                <C>      <C>        <C>        <C>       <C>
Inception                           --  $     --  $      -- $           --
Shares issued for
Marketing           $0.00   17,000,000    17,000         --             --
                        1
Net loss for the
year ended March
31, 1987                            --        --         --             --
                           -----------  --------  --------- --------------
Balance March 31,
1987                        17,000,000    17,000         --             --
Activity to March
31, 1999                            --        --         --             --
                           -----------  --------  --------- --------------
Balance March 31,
1999                        17,000,000    17,000         --             --
Shares issued for
services            $0.05      100,000       100         --             --
                        0
Shares issued for
acquisition of
Graduated
Plastics, Inc.      $0.15    6,750,000     6,750         --             --
                        2
Shares
contributed by a                    --        --         --             --
shareholder
Merger of Solplax                   --        --         --             --
Shares issued for
services            $0.25       50,000        50         --             --
                        0
Comprehensive
income                              --        --         --         11,519
Net loss for the
year ended
March 31, 2000                                                          --
Restated see Note                   --        --         --
1
                           -----------  --------  --------- --------------
Balance March 31,
2000                        23,900,000    23,900         --         11,519
Merger of Solplax            4,000,000     4,000         --             --
Shares issued for
services            $1.25      120,000       120         --             --
Shares issued for
services            $0.84      148,598       149         --             --
Comprehensive
income                              --        --         --       (31,142)
Shares purchased
but unissued        $1.25           --        --        144             --
Net loss for year                                                       --
ended March 31,
2001                                --        --         --
                           -----------  --------  --------- --------------
Balance March 31,
2001                        28,168,598    28,169        144       (19,623)
</TABLE>
               See notes to consolidated financial statements.
<PAGE>
<TABLE>
                       Millennium Plastics Corporation
                        (A Development Stage Company)
               Consolidated Statement Of Stockholders' Equity
                                  Continued
                Paid In    Treasury  Unamortized    Deficit        Total
                Capital     Stock      Cost of    Accumulated  Stockholders
                                        Stock      During The    ' Equity
                                     Issued for   Development
                                      Services       Stage
<S>            <C>        <C>        <C>          <C>           <C>
                $     --  $      -- $        --  $         --  $         --
                      --          --          --            --        17,000
                      --          --          --      (17,000)      (17,000)
                --------   --------- -----------  ------------  ------------
                      --
                      --          --          --      (17,000)            --
Inception             --          --          --            --            --
                --------   --------- -----------  ------------  ------------
                      --
Shares issued
for Marketing
Net loss for
the year ended
March 31, 1987        --          --          --      (17,000)            --
Balance March
31, 1987           4,900          --          --            --         5,000
Activity to
March 31, 1999  1,019,24          --          --            --     1,025,999
                       9
                   8,000     (8,000)          --            --            --
Balance March
31, 1999        (95,749)       8,000          --            --      (87,749)
Shares issued
for services      12,450          --          --            --        12,500
Shares issued
for
acquisition of
Graduated             --          --          --            --        11,519
Plastics, Inc.
Shares
contributed by
a shareholder
Merger of
Solplax               --          --          --     (492,724)     (492,724)
Shares issued
for services
Comprehensive
income           948,850          --          --     (509,724)       474,545
Net loss for
the year ended   (4,000)          --          --            --            --
March 31, 2000
Restated see
Note 1           149,880          --          --            --       150,000
                 124,674          --          --            --       124,823
Balance March
31, 2000              --          --          --            --      (31,142)
Merger of
Solplax          179,856          --          --            --       180,000
Shares issued
for services          --          --          --   (1,185,762)   (1,185,762)
                --------   --------- -----------  ------------  ------------
Shares issued
for services
Comprehensive
income          1,399,26          --          --   (1,695,486)     (287,536)
                       0
Shares
purchased but
unissued
Net loss for
year ended
March 31, 2001

Balance March
31, 2001
</TABLE>

               See notes to consolidated financial statements.
<PAGE>
<TABLE>
                       Millennium Plastics Corporation
                        (A Development Stage Company)
          Consolidated Statement Of Stockholders' Equity Continued
<S>                 <C>        <C>          <C>        <C>       <C>
Shares issued for
services              $0.28     2,500,000      2,500        --            --
Amortization to
expense of
stock issued for
services                               --         --        --            --
Shares issued but
not delivered
as collateral for
contingent
financing                      10,000,000     10,000        --            --
Cancel shares for
financing                    (10,000,000)   (10,000)        --            --
Shares issued for
services              $0.25        60,000         60        --            --
Shares issued for
services to an
employee              $0.19       120,000        120        --            --
Shares issued for
collateral to Bank    $0.00       425,000        425        --            --
                          1
Shares sold           $0.14       714,286        714        --            --
Shares issued to
Officer
and Directors for
services              $0.14       400,000        400        --            --
Shares issued for
services              $0.14       250,000        250        --            --
Shares issued for
cash                  $0.16       261,328        261        --            --
Shares issued to
Director for
services              $0.16       991,938        992        --            --
Amortization to
expense of
stock issued for
services                               --         --        --            --
Shares issued to
Officer
and Directors for
services              $0.13       750,000        750        --            --
Shares issued for
cash                  $0.10       500,000        500        --            --
Shares issued and
held for
subscription
receivable            $0.00    25,000,000     25,000        --            --
                          1
Cancel shares for
subscription                 (25,000,000)   (25,000)        --            --
Shares issued                     144,000        144     (144)            --
Options issued for
services                               --         --        --            --
Comprehensive                          --         --        --       (1,663)
income
Net loss for year
ended March 31,                        --         --        --            --
2002
                             ------------  --------- ---------  ------------
Balance March 31,
2002                           35,285,150   $ 35,285 $      --  $   (21,286)
                             ============  ========= =========  ============
</TABLE>
               See notes to consolidated financial statements.
<PAGE>
<TABLE>

                       Millennium Plastics Corporation
                        (A Development Stage Company)
          Consolidated Statement Of Stockholders' Equity Continued

<S>               <C>         <C>      <C>        <C>          <C>
Shares issued for
services               697,500     --   (700,000)           --             --
Amortization to
expense of
stock issued for
services                    --     --     320,832           --        320,832
Shares issued but
not delivered
as collateral for
contingent
financing                   --     --          --           --         10,000
Cancel shares for
financing                   --     --          --           --       (10,000)
Shares issued for
services                10,840     --          --           --         10,900
Shares issued for
services to an
employee                22,680     --          --           --         22,800
Shares issued for
collateral to Bank          --     --       (425)           --             --
Shares sold             99,286     --          --           --        100,000
Shares issued to
Officer
and Directors for
services                55,600     --          --           --         56,000
Shares issued for
services                34,750     --          --           --         35,000
Shares issued for
cash                    41,551     --          --           --         41,812
Shares issued to
Director for           157,718     --   (158,710)                          --
services
Amortization to
expense of
stock issued for
services                    --     --     119,031           --        119,031
Shares issued to
Officer
and Directors for
services                96,250     --          --           --         97,000
Shares issued for
cash                    49,500     --          --           --         50,000
Shares issued and
held for
subscription
receivable                  --     --          --           --         25,000
Cancel shares for
subscription                --     --          --           --       (25,000)
Shares issued               --     --          --           --             --
Options issued for
services                18,337     --          --           --         18,337
Comprehensive               --     --          --           --        (1,663)
income
Net loss for year
ended March 31,             --     --          --  (1,468,691)    (1,468,691)
2002
                      --------  -----  ----------  -----------   ------------
Balance March 31,
2002                $2,683,272  $  --  $(419,272)  $(3,164,177)  $  (886,178)
                      ========  =====  ==========  ===========   ============
</TABLE>
               See notes to consolidated financial statements.

<PAGE>
<TABLE>
                       Millennium Plastics Corporation
                        (A Development Stage Company)
                    Consolidated Statement Of Cash Flows

                                                              From Inception
                                                               April 2, 1986
                                   Year Ended March 31,        to March 31,
                                 2002               2001           2002
<S>                           <C>             <C>              <C>
Cash flows from operating
activities:
  Net loss                    $(1,468,691)     $  (1,185,762)   $ (3,164,177)
  Adjustments to reconcile
net loss to
    cash used by operating
activities:
    Depreciation and
amortization                        17,201             13,572          54,652
    Amortization of stock
issued for services                439,865                 --         439,865
    Change in foreign
currency                           (1,663)           (31,142)        (21,286)
  Changes in assets and
liabilities-
    Receivable                      44,031           (61,294)        (33,202)
    Inventory                     (14,207)                 --        (14,207)
    Accounts payable               407,342            120,273         593,166
    Accrued liabilities            (2,574)            (5,099)         (1,355)
                              ------------     --------------  --------------
Cash used in operating
activities                       (578,696)        (1,149,452)     (2,146,544)
                              ------------     --------------  --------------
Investing activities:
  Purchase of equipment &               --           (24,709)        (25,714)
furniture
  Miscellaneous                         --                 --           2,095
  Patent costs                    (12,531)           (14,065)        (30,927)
                              ------------     --------------  --------------
Cash used in investing
activities                        (12,531)           (38,774)        (54,546)
                              ------------     --------------  --------------
Financing activities:
  Net note payable activity        193,603            162,569         339,864
  Payments on long-term debt      (34,375)           (14,648)        (49,023)
  Cash paid in Solplax                  --                 --        (19,700)
merger
  Stock sold                       191,812            180,000         371,812
  Options issued for                18,337                 --          18,337
services
  Stock issued for services        221,700            274,823         514,023
  Stock issued for
acquisition                             --                 --       1,025,999
                              ------------     --------------  --------------
Cash provided from financing
activities                         591,077            602,744       2,201,312
                              ------------     --------------  --------------
Increase (decrease) in cash
& cash equivalents                   (150)          (585,482)             222
Cash and cash equivalents,
beginning                              372            585,854              --
Cash and cash equivalents,    $        222     $          372  $          222
                              ============     ==============  ==============
Interest paid                           --                 --              --
Income tax paid                         --                 --              --

Non-cash investing and
financing activities:
Stock issued for services          859,135                 --         859,135
Solplax merger                          --              4,000          72,049
Treasury shares issued for              --                 --           8,000
Solplax
Shares contributed to paid
in capital                              --                 --           8,000

</TABLE>
               See notes to consolidated financial statements.
<PAGE>

Note 1 - Summary of Significant Accounting Policies

     The  Company  is  a  development  stage company.   It  is  concentrating
     substantially  all  of  it efforts in raising capital  and  establishing
     business  operations  in  order to generate significant  revenues.   The
     Company intends to market, manufacture, and distribute Solplax, a  fully
     biodegradable plastic product.

Organization

     Effective  July  30,  1999, Aurora Corporation, an  Oregon  corporation,
     formed  on  April  2, 1986, merged with and into Echo Services,  Inc.  a
     Nevada  corporation,  formerly Clover Crest, Inc. formed  in  Nevada  on
     March 31, 1999.  Echo Services, Inc., concurrent with the merger changed
     its  name  to Aurora Corporation.  Aurora filed its form 10SB  with  the
     Securities and Exchange Commission on August 30, 1999 and became subject
     to  the  reporting requirements of the Securities Exchange Act of  1934.
     On  October  25, 1999, Aurora Corporation changed its name to Millennium
     Plastics Corporation (MPCO).

     On  December 6, 1999, MPCO merged with Graduated Plastics, Inc. (GPI) in
     a reverse merger transaction whereby MPCO was the surviving corporation.
     The  net assets of GPI consisted of cash of $985,999 and a prepaid asset
     totaling  $40,000.   There were no liabilities or business  activity  in
     GPI.  GPI had entered into an agreement with SCAC Holdings, Corp. (SCAC)
     whereby GPI received the assignment of a patent to produce biodegradable
     plastics  in  consideration for a fee of 5% of the net receipts  of  any
     sales of biodegradable products.  No value was assigned to the patent at
     the  date  of  the  merger of GPI with MPCO.  GPI shareholders  received
     6,750,000  shares of MPCO stock.  The difference between the  historical
     cost  of  assets  received by MPCO and the par value of the  MPCO  stock
     issued  was  recorded  as  paid  in capital.   As  part  of  the  merger
     agreement,  the majority shareholder of MPCO was required to  contribute
     to  MPCO  as  treasury stock 8,000,000 shares of MPCO  stock.   GPI  was
     dissolved after the merger.

     In  December  1999,  MPCO amended the patent and  royalty  agreement  it
     received  from the merger with GPI.  The amended agreement  resulted  in
     the  termination of the 5% royalty fee in exchange for 8,000,000  shares
     of  MPCO stock and a $300,000 loan to Solplax Ltd., an Irish Corporation
     (Solplax). Solplax was a 100% owned subsidiary of SCAC.

     In  September 2000 MPCO rescinded the patent agreement and exchanged  an
     additional 4,000,000 (for a total of 12,000,000) shares of MPCO stock to
     SCAC  for  all of the outstanding stock of its subsidiary  Solplax.   In
     that  Solplax did not have any significant assets other than  the  costs
     associated  with the development of their patent and SCAC had  no  other
     business  activities the assets and liabilities of Solplax were recorded
     at a historical cost basis.

     The  assets  acquired consisted of patent costs ($87,800) and  furniture
     ($21,300).  Solplax had also recorded on its books,  $546,400  of  costs

<PAGE>

     associated  with  research and development, which  was  valued  at  zero
     according  to  United States accounting standards.  Liabilities  assumed
     included  payables  and debt totaling $177,149.   MPCO  also  paid  SCAC
     $27,700  for  reimbursement of SCAC funds used for Solplax costs.   MPCO
     reduced  its paid-in capital by $95,749 in 2000 and $4,000  in  2001  to
     reflect the excess of liabilities assumed over assets acquired.

Use of Estimates

     The  preparation  of financial statements in conformity  with  generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the amounts reported in the financial statements
     and  notes.   Actual  results  could differ from  those  estimates,  but
     management does not believe such differences will materially affect  the
     Company's financial position, results of operations, or cash flows.

Equipment and Furniture

     Equipment  and furniture are carried at cost.  Depreciation  is  on  the
     straight-line method, based on the useful life (5-7 years) of the asset.

Accounting Method

     The  Company  recognizes income and expense on  the  accrual  method  of
     accounting.

Research and Development

     The  Company expenses all research and development costs and in 2002 and
     2001 totaled approximately $396,120 and $484,053, respectively.

Intangible Asset - Patent

     The  patent  cost is amortized on the straight-line method over  fifteen
     years.

Concentrations of Credit Risk

     Financial   instruments  that  potentially  subject   the   Company   to
     concentrations of credit risk consist principally of cash.   At  various
     times  during  the  year, the Company has cash  balances  in  excess  of
     federally  insured  limits.   The  Company  maintains  its  cash,  which
     consists  primarily  of  demand deposits, with  high  quality  financial
     institutions.

Net Loss Per Common Share

     The  Company  computes loss per share in accordance with SFAS  No.  128,
     Earnings  Per Share.  This standard requires dual presentation of  basic
     and  diluted earnings per share on the face of the income statement  for
     all   entities   with  complex  capital  structures   and   requires   a
     reconciliation of the numerator and denominator of the diluted  earnings
     per share computation.

<PAGE>

     Net  loss per common share (basic and diluted) is based on the net  loss
     divided  by  the  weighted average number of common  shares  outstanding
     during the year.

Comprehensive Income

     Comprehensive Income is the foreign exchange adjustments.

Long - Lived Assets

     The  Company  reviews  property and equipment  for  impairment  whenever
     events or changes in circumstances indicate that the carrying amount  of
     an  asset  may  not  be  recoverable.   Recoverability  is  measured  by
     comparison  of  its carrying amount to estimated future cash  flows  the
     assets  are expected to generate.  If such assets are considered  to  be
     impaired,  the impairment to be recognized is measured by the amount  by
     which  the  carrying value of the asset exceeds the projected discounted
     future  operating cash flows.  The Company has determined there  are  no
     impaired assets at March 31, 2002.

Principles of Consolidation

     The consolidated financial statements include the company and its wholly-
     owned  subsidiary.  All significant transactions and balances have  been
     eliminated.

Financial Instruments

     The  carrying value and the company's cash and cash equivalents,  short-
     term  investments,  accounts receivable, accounts payable,  and  accrued
     expenses  approximate fair value because of the short-term  maturity  of
     these  instruments.   Fair  values  are  based  on  market  prices   and
     assumptions  concerning the amount and timing of estimated  future  cash
     flows and assumed discount rates reflecting varying degrees of perceived
     risk.   Based  upon borrowing rates currently available to  the  Company
     with  similar  terms, the carrying value of notes payable and  long-term
     debt approximate fair value.

Stock-Based Compensation

     Statement  of  Financial Accounting Standards No. 123,  "Accounting  for
     Stock-based Compensation" ("SFAS 123"), establishes a fair value  method
     of accounting for stock-based compensation plans and for transactions in
     which a company acquires goods, financing or services from non-employees
     in  exchange for equity instruments.  SFAS 123 also allows companies  to
     account  for  stock-based  employee  compensation  in  accordance   with
     Accounting  Principles Board Opinion No. 25 ("APB 25"), "Accounting  for
     Stock  Issued to Employees," or SFAS 123.  The Company elected to follow
     APB 25 which measures compensation expense for employee stock options as
     the  excess, if any, of the fair market price of the Company's stock  at
     the  measurement date over the amount an employee must  pay  to  acquire
     stock.

<PAGE>

Income Taxes

     Amounts provided for income tax expense are based on income reported for
     financial  statement  purpose and do not necessarily  represent  amounts
     currently   payable  under  tax  laws.   Deferred  taxes,  which   arise
     principally  from  temporary differences between  the  period  in  which
     certain  income and expense items are recognized for financial reporting
     purposes  and  the  period  in  which they affect  taxable  income,  are
     included  in the amounts provided for income taxes.  Under this  method,
     the  computation of deferred tax assets and liabilities give recognition
     to  the  enacted  tax  rates in effect in the year the  differences  are
     expected to affect taxable income.  Valuation allowances are established
     when  necessary  to  reduce  deferred tax to amounts  that  the  Company
     expects to realize.

Reclassifications

     Certain  reclassifications within the financial statement captions  have
     been made to maintain consistency in presentation between years.

Note 2 - Going Concern

     The accompanying consolidated financial statements have been prepared in
     conformity   with   generally   accepted  accounting   principles   that
     contemplate  the  continuance of the Company as a  going  concern.   The
     Company's  cash  position may be inadequate to  pay  all  of  the  costs
     associated   with  testing,  production  and  marketing   of   products.
     Management intends to use borrowings and security sales to mitigate  the
     effects  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 existence.

Note 3 -Notes payable and Long-term Debt

     Notes payable and accrued interest of $150,147 is due to a company owned
     by  a  shareholder, $195,874 is due to the President of the Company  and
     $57,825 is due to a Director of the Company. These are demand notes  and
     interest is at 6%.

     Long-term  debt  at  March  31, 2001 was owed  to  a  bank  in  Ireland.
     Interest  was  Irish prime and the loan was guaranteed by Directors'  of
     Solplax and secured by VAT receivables.

Note 4 - Commitments and Contingencies

     The  Company leases its space from a company owned by an officer of MPCO
     for  $4,014 per month.  The lease is for a 3 year period.  Rent  expense
     for   2002   and   2001  totaled  approximately  $48,000   and   $12,000
     respectively.  Minimum lease commitments under operating leases  are  as
     follows; 2003 - $48,000; 2004 - $36,000.

<PAGE>

Note 5 - Stock Transactions

     Pursuant  to  an agreement in December 1999, MPCO put in escrow  120,000
     shares  of  stock  to  be  issued  to a  Company  performing  investment
     relations.   The  agreement called for the immediate vesting  of  36,000
     shares  and 7,000 shares each month for 12 months to be issued based  on
     the  performance of services.  At March 31, 2000, no shares were issued,
     although  57,000 shares were earned.  The shares were issued  subsequent
     to  March 31, 2000.   The services were assigned a value equal to  $1.25
     per  share.  If the shares had been issued prior to March 31, 2000,  the
     loss  per  share would remain at $.02 per basic and diluted  outstanding
     share.

     On  January  15, 2001, the Company issued 148,598 shares  of  its  stock
     valued at $.84 per share for legal services totaling $124,822.

     In December 2000 144,000 shares were sold for $1.25 a share.  The shares
     were issued December 20, 2001.

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

     On  May  11,  2001, the Company entered into 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 fee expense for the year ended March
     31,  2002  was  $320,832.    The  remaining  $379,168  is  included   in
     unamortized  cost  of stock issued for services and  will  be  amortized
     monthly over the period of the agreement.

     The  Company entered into an agreement dated June 21, 2001 whereby  they
     were  to  receive  temporary financing of $750,000 in exchange  for  the
     lender holding as collateral 10,000,000 restricted company shares.   The
     agreement called 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  would repay the $750,000 temporary financing and  receive  back
     the  10,000,000  shares of Company stock.   The  shares  of  stock  were
     issued June 22, 2001 but the financing never was completed so the shares
     were cancelled by the Company on March 28, 2002.

     The Company issued 60,000 restricted shares for a consultant (valued  at
     $10,900)  and  a  payment  of  $20,000 for  services  performed  through
     November 30, 2001.

     The  Company 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 to issue  425,000
     restricted shares of its stock to be held as collateral for a loan.  The

<PAGE>

     value  of  $425  is  included in unamortized cost of  stock  issued  for
     services.  There was no expense recorded for this during the year  ended
     March 31, 2002.

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

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

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

     The  Company on December 20, 2001 issued 261,328 restricted shares to  a
     Director  in  exchange for cash totaling $41,812 and 991,938  restricted
     shares  for  services rendered over an eight-month period  beginning  in
     October, 2001.  The value assigned to the services was $158,710.  During
     the  year ended March 31, 2002 amortization of the expense was $119,031.
     The  remaining balance of $39,679 will be amortized in the first quarter
     of fiscal 2003 and is included in unamortized stock issued for services.

     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.  A total of 750,000 restricted shares  were
     issued  in  the year ended March 31, 2002.  The value assigned  for  the
     services totalled $97,000.

     The Company sold 500,000 shares in January 2002 for $50,000.

     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.  The shares were issued but held.  The purchase  did
     not take place and the Company cancelled the shares on March 28, 2002.

Note 6 - Income Taxes

     Deferred  income taxes are determined based on the tax effect  of  items
     subject  to  differences in book and taxable income.  The only  deferred
     tax item is the operating loss carry-forward of approximately $2,143,000
     which  expires  in  2015  to  2017.  The  Company  has  a  research  and
     development  tax  credit carry-forward expiring  in  2015-2017  totaling
     approximately $47,000.  The Irish subsidiary files its taxes in  Ireland
     on  an  unconsolidated  basis.   The loss carry-forward  in  Ireland  is
     approximately   $288,000.   Certain  items  on  the  Solplax   financial
     statements  are  not  allowed as assets in  the  United  States,  mainly
     research  and development costs, which would increase the  tax  loss  of
     Solplax to $1,485,000.

<PAGE>

     The net deferred tax is as follows:

                                     March 31, 2002      March 31, 2001
    Non-current  asset   for   net
    loss carry-forward              $       1,382,000  $          n815,000
    Valuation allowance                   (1,382,000)            (815,000)
                                    -----------------  -------------------
    Total deferred tax, net                        --                   --
                                    =================  ===================

     A  reconciliation  of the provision for income taxes  to  the  statutory
     federal rate for continuing operations is as follows:

                                     March 31, 2001      March 31, 2000
    Statutory tax rate                       (34.00%)             (34.00%)
    Valuation Allowance                        34.00%               34.00%
                                     ----------------     ----------------
    Effective tax rate                          0.00%                0.00%
                                      ===============     ================

Note 7 - Stock Option and Incentive Plan

     The  Board  of  Directors approved a stock option plan on September  25,
     2000.   The total number of options that can be granted under  the  plan
     will  not exceed 1,000,000 shares.  Non-qualified stock options will  be
     granted by the Board of Directors with an option price not less than 85%
     of the fair market value of the shares of common stock to which the non-
     qualified  stock option relates on the date of grant.  In no  event  may
     the option price with respect to an incentive stock option granted under
     the  stock option plan be less than the fair market value of such common
     stock.  However the price shall not be less than 110% of the fair market
     value  per  share on the date of the grant in the case of an  individual
     then  owning  more than 10% of the total combined voting  power  of  all
     classes of stock of the corporation.

     Each  option granted under the stock option plan will be assigned a time
     period  for  exercising not to exceed ten years after the  date  of  the
     grant.   Certain other restrictions will apply in connection  with  this
     plan when some awards may be exercised.

     In  the  event  of a change of control (as defined in the  stock  option
     plan),  the date on which all options outstanding under the stock option
     plan may first be exercised will be accelerated.  Generally, all options
     terminate 90 days after a change of control.

     The Company issued 60,000 options in fiscal 2001 and 180,000 options  is
     2002 to a consultant.  The option period is for 2 years and the exercise
     price is $.85 per share.

     The options were earned at a rate of 20,000 per month and begin expiring
     January  15,  2003  at a rate of 20,000 per month.   The  value  of  the
     options was calculated at zero in fiscal 2002 based on the Black-Scholes
     pricing model.

<PAGE>

     The  Company  issued 250,000 options for legal services  on  January  2,
     2002.   The option period is 5 years and the exercise price is $.10  per
     share.  Based on the Black-Scholes pricing model the options had a value
     of $18,337 at the date of issue.  Professional fee expense was increased
     by the value of the options as was paid-in capital.

     The  Company  issued  250,000 options to an Officer.   The  options  are
     exercisable at $.50 per share and have a five year period from the  date
     of  issue  (April 6, 2001).  The Company accounts for options under  the
     Plan  issued  to  Officers with no compensation  cost  recognized.   Had
     compensation cost been recognized in accordance with FAS 123, Accounting
     for  Stock  Based compensation, the Company's operating loss would  have
     been affected as follows:

                                                   2002           2001
    Dividend yield                                       0%              0%
    Weighted    average    expected     stock           58%             47%
    volatility
    Weighted average risk free interest rate           4.3%            4.6%
    Weighted average expected option lives          4.2 yrs           2 yrs

    Net loss
    As reported                                ($1,472,354)    ($1,185,762)

    Pro-forma                                  ($1,497,200)    ($1,187,721)

    Basic and diluted loss per share
    As reported                                      ($.03)          ($.04)
    Pro-forma                                        ($.03)          ($.04)

    The following table summarizes the option
    plan:
                                                  Shares        Weighted
                                                             Average Price
    Outstanding at April 1, 2000                          0            0.00
    Granted                                          60,000            0.85
    Cancelled                                             0            0.00
    Exercised                                             0            0.00
    Outstanding at March 31, 2001                    60,000            0.85
    Granted                                         680,000            0.37
    Cancelled                                             0            0.00
    Exercised                                             0            0.00
    Outstanding at March 31, 2002                   740,000            0.41

Note 8 - Related Party Transactions

     The  Company uses the management and office services of a company  owned
     by  an officer.  Amounts paid for the services for the years ended March
     31, 2002 and 2001, was approximately $36,899 and $106,900, respectively.
     The  Company  used the consulting and tax services of directors  of  the
     subsidiary  in  2002  and  2001.   Amounts  paid  totaled  approximately
     $117,624 and $13,750 for the years 2002 and 2001.

<PAGE>

Note 9 - Subsequent Events

     On  February  3,  2003  Millennium executed an  agreement  with  Miltray
     Investments  Ltd ("Miltray").  Pursuant to the agreement  Miltray  shall
     make  ongoing  investments  in Millennium  and  assist  Millennium  with
     managing its business operation.

     Pursuant  to  the agreement Miltray agreed to purchase (i) Five  Hundred
     Thousand  (500,000)  shares  of restricted common  stock  of  Millennium
     Plastics  Corporation  at a purchase price of USD  $150,000,  (ii)  plus
     warrants for the purchase of 10,500,000 shares of common stock described
     below;

(i)    One  Million  (1,000,000) shares at Five Cents ($0.05)  per  share
       for a period until January 16, 2005;

(ii)   One  Million (1,000,000) shares at Ten Cents ($0.10) per share for
       a period until January 16, 2005;

(iii)  Five  Hundred  Thousand (500,000) shares at Twenty  Cents  ($0.20)
       per share for a period until January 16, 2005;

(iv)   Five  Hundred  Thousand (500,000) shares at Thirty  Cents  ($0.30)
       per share for a period until January 16, 2005;

(v)    Five Hundred Thousand (500,000) shares at Forty Cents ($0.40)  per
       share for a period until January 16, 2005;

(vi)   Two  Million  (2,000,000) shares at Seventeen  Cents  ($0.17)  per
       share for a period until January 16, 2005;

(vii)  One  Million  (1,000,000) shares at Five  Cents  ($.05)  shall  be
       exercised  within  fifteen (15) days following the  expiration  of
       the Notice to the Company;

(viii) One  Million  (1,000,000) shares at Five  Cents  ($.05)  shall  be
       exercised within sixty (60) days following the expiration  of  the
       Notice to the Company;

(ix)   One  Million  (1,000,000) shares at Five  Cents  ($.05)  shall  be
       exercised  within seventy-five (75) days following the  expiration
       of the Notice to the Company; and

(x)    the  remaining  Two  Million  (2,000,000)  shares  at  Five  Cents
       ($0.05)  shall be exercised within one hundred twenty  (120)  days
       following the expiration of the Notice to the Company.

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     Additional the agreement provided for Mr. Colin Gerstein to be appointed
     to  the  board  of  directors  and act as  a  Management  Consultant  to
     Millennium  on behalf of Miltray for a period of three months  and  that
     Miltray  is  to  be paid a consultant fee of $10,000 per month  for  the
     initial  three  months.  Thereafter, the parties agree to  negotiate  an
     amount by further agreement.

     As  of February 25, 2003 Millennium has received $55,000 of the $150,000
     due under the terms of the agreement.

     On  December 19, 2002 the board of directors accepted the resignation of
     Jocelyn Carnegie as a Director.

Options granted subsequent to year-end

     The  Board  of  Directors approved the 2002-2003 stock  option  plan  on
     August  1, 2003.  The total number of options that can be granted  under
     the  plan will not exceed 2,000,000 shares.  Non-qualified stock options
     will  be granted by the Board of Directors with an option price not less
     than 85% of the fair market value of the shares of common stock to which
     the  non-qualified stock option relates on the date  of  grant.   In  no
     event  may  the option price with respect to an incentive  stock  option
     granted  under the stock option plan be less than the fair market  value
     of  such common stock.  However the price shall not be less than 110% of
     the fair market value per share on the date of the grant in the case  of
     an  individual  then owning more than 10% of the total  combined  voting
     power of all classes of stock of the corporation.

     Each  option granted under the stock option plan will be assigned a time
     period  for  exercising not to exceed ten years after the  date  of  the
     grant.   Certain other restrictions will apply in connection  with  this
     plan when some awards may be exercised.

     In  the  event  of a change of control (as defined in the  stock  option
     plan),  the date on which all options outstanding under the stock option
     plan may first be exercised will be accelerated.  Generally, all options
     terminate 90 days after a change of control.

     The Company issued 500,000 options to purchase Company shares at a price
     of  $.02  per share for a three-year period starting August 2,  2002  to
     Paul  Branagan, President and Chairman of the Company.  The fair  market
     value of the options at the date of issue was zero.

     The Company issued 500,000 options to purchase Company shares at a price
     of $.02 per share for a three-year period starting October 1, 2002 to  a
     Paul Branagan.  The fair market value of the option at the date of issue
     was zero.

     The Company issued 250,000 options to purchase Company shares at a price
     of  $.02  per share for a three-year period starting October 1, 2002  to
     3GC, Ltd., a company owned by a shareholder, for assistance in obtaining
     financing.  The fair market value of the option at the date of issue was
     zero.

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     The  Company issued 50,000 options to purchase Company shares at a price
     of $.02 per share for a three-year period starting October 1, 2002 to  a
     consultant.   The fair market value of the option at the date  of  issue
     was zero.

     The Company issued 200,000 options to purchase Company shares at a price
     of  $.02  per share for a three-year period starting October 1, 2002  to
     Bayan  Giltsoff, a Director of the Company for assistance  in  obtaining
     financing.  The fair market value of the option at the date of issue was
     zero.

     The  Company  issued  25,000 options to each  member  of  the  Board  of
     Directors, for a total of 125,000 options issued, at a price of $.03 per
     share for a three-year period starting January 3, 2003.  The fair market
     value of the option at the date of issue was zero.

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