MILLENNIUM GROUP WORLDWIDE INC - FORM 10-Q

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EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER OF THE COMPANY REQUIRED BY RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS - MILLENNIUM GROUP WORLDWIDE INC	ex31_2.htm
EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF THE COMPANY REQUIRED BY RULE 13A-14(B) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS - MILLENNIUM GROUP WORLDWIDE INC	ex32_1.htm
EX-32.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF THE COMPANY REQUIRED BY RULE 13A-14(B) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS - MILLENNIUM GROUP WORLDWIDE INC	ex32_2.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF THE COMPANY REQUIRED BY RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS - MILLENNIUM GROUP WORLDWIDE INC	ex31_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009


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

For the transition period from

Commission File Number ____________

MILLENNIUM GROUP WORLDWIDE INCORPORATED

(Exact name of Registrant as specified in its charter)

	FLORIDA		82-0540176
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	2825 N. Tenth Street St. Augustine, Florida 32084		(904) 808-0480
	(Address of principal executive offices, including zip code)		(Registrant’s telephone number, Including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ N0 o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS: N/A

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

As of September 30, 2009, there were 6,250,000 shares of the Registrant’s common stock outstanding.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

Item 1	Financial Statements	3

	Consolidated Balance Sheets as of September 30, 2009 and 2008 (Unaudited)	3

	Consolidated Statements of Operations for the three months ended September 30, 2009 and 2008 (Unaudited)	4-5

	Consolidated Statements of Cash Flows for the three months ended September 30, 2009 and 2008 (Unaudited)	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11

Item 4.	Controls and Procedures	11

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	12

Item 1A.	Risk Factors	12

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3.	Defaults Upon Senior Securities	12

Item 4.	Submission of Matters to a Vote of Security Holders	13

Item 5.	Other Information	13

Item 6.	Exhibits	13

	Exhibit Index	13

	Signature	13

	EX- 31.1

	EX- 31.2

	EX- 32.1

	EX- 32.2

Item 1 Financial Statements:

Millennium Group Worldwide Incorporated

Condensed Consolidated Balance Sheet

(Unaudited)

	Sept 30, 09		Sept 30, 08
ASSETS
Current Assets
Checking/Savings
Mercantile Bank		.508.23		-
Mercantile Bank (CD)		400,000.00		-
Wachovia 4433		40.91		38,556.16
Wachovia 4446		1060.5		1,090.50
Wachovia 6593		-		20,896.54
Wachovia 7735		-		12,150.00
Wachovia 8904		114.12		-
Total Checking/Savings		401,723.76		72,693.20
Other Current Assets
Loan receivable		727,364.79		-
Total Other Current Assets		727,364.79		-
Total Current Assets		1,129,088.55		72,693.20
TOTAL ASSETS		1,129,088.55		72,693.20
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
2000 · Accounts Payable		2,591,676.57		-25.00
Total Accounts Payable		2,591,676.57		-25.00
Credit Cards
American Express		-		10,635.65
Total Credit Cards		-		10,635.65
Other Current Liabilities
Deferred Revenue		170,656.20		246,000.00
Mercantile Bank (LOC)		599,096.00		-
Total Other Current Liabilities		769,752.20		246,000.00
Total Current Liabilities		3,361,428.77		256,610.65
Long Term Liabilities
Accrued fees		357,500.00		287,500.00
Accrued interest		-		6,489.19
Loan Payable		1,073,062.68		561,927.89
Total Long Term Liabilities		1,430,562.68		855,917.08

Total Liabilities	4,791,991.45	1,112,527.73
Equity
1110 · Retained Earnings	-4,669,768.48	-3,290,587.45
1520 · Capital Stock	2,916,997.00	3,006,986.51
Net Income	-1,910,131.42	-756,233.59
Total Equity	-3,662,902.90	-1,039,834.53
TOTAL LIABILITIES & EQUITY	1,129,088.55	72,693.20

Millennium Group Worldwide Incorporated

Condensed Consolidated Profit and Loss

(Unaudited)

	Jul – Sep 09		Jul – Sep 08
Ordinary Income/Expense
Income
Revenue		0.01
4060 · Construction		22,914.00		-
Total Income		22,914.01		-

Gross Profit		22,914.01		-

Expense
Administrative		-		60,000.00
Building Maintenance		-		72.74
Medical Expense		62.89		1,522.04
Rental Space		110.00		315
6110 · Automobile Expense		63.60		15,110.50
6120 · Bank Service Charges		131.00		165.81
6140 – Contributions				550.00
6160 · Dues and Subscriptions		-		-
6180 · Insurance		-		-
Auto		-		5,129.54
6180 · Insurance - Other		-		635.62
Total 6180 · Insurance		-		5,765.16
6200 · Interest Expense				-
6220 · Loan Interest		12184.06		3563.64
6230 · Licenses and permits		-		720.00
6240 – Miscellaneous		13,050.00		0
6250 · Postage and Delivery		-		433.72
6260 · Printing and Reproduction		-		-1.81
6270 · Professional Fees
Construction		244,845.13		-
Consulting		221,222.36		30,731.86
CPE Classes		-		6,917.58
6650 · Accounting		-		5,750.00
6270 · Professional Fees - Other		908,563.79		45,313.00
6280 – Legal Fees		86,680.00		1,000.00
Total 6270 · Professional Fees		1,461,311.28		89,712.44

6290 · Rent		17,000.00		11,155.52
6300 · Repairs
6310 · Building Repairs		-		107.71
6320 · Computer Repairs		40.30		44.99

6330 · Equipment Repairs	-	-
6300 · Other	-	910.00
Total 6300 · Repairs	40.30	1,062.70
6340 · Telephone
Internet	171.80	716.52
6340 · Telephone - Other	467.92	11,189.42
Total 6340 · Telephone	639.72	11,905.94
6347 · Fuel
Gasoline	494.40	5,679.60
Total 6347 · Fuel	494.40	5,679.60
6350 · Travel & Ent
6360 · Entertainment	296.74	106.28
6370 · Meals	3,321.14	4,654.82
6380 · Travel	46,809.41	56,238.69
6381 · Lodging	-	5,086.19
6350 · Travel & Ent - Other	29,752.76	36,874.31
Total 6350 · Travel & Ent	80,180.05	102,960.29
6390 · Utilities
6400 · Gas and Electric	-	2,439.16
6410 · Water	-	456.20
Total 6390 · Utilities	-	2,895.36

6490 · Landscaping	-	1,600.00
6520 – Job Materials	-	1,080.00
6550 · Office Supplies	-	1,751.63
6750 · Subcontractors	-	12,220.00
Total Expense	1,585,267.30	330,240.28
Net Ordinary Income	-1,562,353.29	-330,240.28
Other Income/Expense
Other Income
7010 · Interest Income	.02	-
Total Other Income	.02	-

Other Expense
8010 · Other Expenses	650.00	-
Total Other Expenses	650.00	-
Other Expense
Net Other Income	-649.98	-
	-1,563,003.27	-330,240.28

Millennium Group Worldwide Incorporated

Condensed Consolidated Cash Flows

(Unaudited)

	Jul – Sep 09		Jul – Sep 08
OPERATING ACTIVITIES
Net Income		---1,563,003.27		-330,240.28
Adjustments to reconcile Net Income
to net cash provided by operations:
Loan receivable		-587,364.79
2000 – Accounts Payable		2,143,257.31
American Express		-11,555.96		-24,695.95
Deferred Revenue		-22,914.00
Net cash provided by Operating Activities		-41,581.71		-354,936.23
FINANCING ACTIVITIES
Accrued fees		-6,489.19		65,000.00
Loan Payable		46,938.93		72,570.00
1520- Capital Stock				25,474.37
Net cash provided by Financing Activities		40,449.74		163,044.37
Net cash increase for period		-1,130.97		-191,891.86
Cash at beginning of period		402,854.73		264,585.06
Cash at end of period		401,723.76		72,693.20

MILLENNIUM GROUP WORLDWIDE INCORPORATED

A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1-Consolidated Financial Statements

The unaudited consolidated financial statements include the accounts of Millennium Group Worldwide Incorporated (the “Company”). All significant intercompany balances and transactions have been eliminated. The consolidated financial statements at September 30, 2009, and for the three months ended September 30, 2009 and 2008, are unaudited and reflect all adjustments of a normal recurring nature, except as otherwise disclosed herein, which are, in the opinion of management, necessary for a fair presentation, in all material respects, of the financial position and operating results for the interim periods.

The consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations, contained in the Company’s report for the fiscal year ended December 31, 2008.

Note 2 – Summary of Significant Accounting Policies

Development Stage Company:

The Company has had no substantial revenues and its activities, consisting of instituting its business plan, are accounted for as those of a “Development Stage Company”.

Basis of Presentation:

The interim financial information is unaudited, but reflects, in the opinion of management, a fair statement of the results for the interim periods presented. These financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and the notes thereto for the fiscal year ended December 31, 2008.

Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition:

The Company only expects to have two types of revenue:

1.	Services Rendered - Revenue from product installation and services like drawings, project planning, etc., are recognized as services provided and the revenue is recorded as the related cost of the services;

2.	Sale of Products - When either the products being manufactured for, or purchased and resold to, the customer for the job or services being delivered.

At times, a good faith deposit is given to the Company in advance of any work being done for a customer and those funds appear in the Company’s bank account prior to services being rendered or products being sold. Those funds will be recorded on the Company financial statements on the balance sheet as deferred revenue.

The Company recognizes revenue based on the Company’s Revenue Recognition Policies as filed with the Company’s cover letter to the Pre-Effective Amendment No. 11.

Deferred Taxes:

On December 31, 2008, the Company had an operating loss carried forward, totaling approximately $4,656,777, that may offset future taxable income. Accrued fees and interest to shareholders are not deductible for tax purposes until they have been paid. The measurement of deferred taxes is based on provisions of enacted income tax law. Management does not have evidence to indicate the future period when the carry forwards will be offset by future income. Since future taxable income cannot be determined, a full valuation allowance has been provided.

NOTE 3 – Going Concern:

The Company incurred net losses from operations of $5,016,296.76 from March 2002 (inception) through September 30, 2009. As of September 30, 2009, the Company’s total liabilities exceeded its total assets. The Company’s recurring losses since its inception raise substantial doubt about its ability to continue as a going concern. The Company believes the current level of working capital will not be sufficient to fund its operations until it expects to start generating positive income from operations. Therefore, the Company anticipates raising capital through the issuance of new equity.

NOTE 4 - Related Party Transaction:

Debt Retirement:

On August 2, 2007, the Company retired a significant portion of the related party long-term debt. Long-term debt, of $ 2,915,997, was exchanged for 6,249,000 shares of common stock. Since the value of the debt was more clearly evident, valuation was determined using the value of the debt. Each individual received their respective percentage of the 6,249,000 shares. There was no gain or loss on the exchange.

Note 5 - Deferred Revenue:

Deferred revenue is recorded when payments are received in advance of performing our service obligations and is recognized over the service period. Current deferred revenue is included in deferred revenue in current liabilities on our balance sheets. Current deferred revenue was $170,656.20 on September 30, 2009.

Note 6 – Line of Credit:

On March 5, 2009 the Company received a $600,000 Line of Credit from Mercantile Bank. The LOC maturity date is March 5, 2010.

Note 7 – Loans Receivable:

The Company has loaned $140,000 to a Joint Venture, hereafter “MGW-BC”, located in the BAS Congo Province of the Democratic Republic of Congo, hereafter “DRC”. MGW-BC will serve as a development arm of the BAS Congo Province of the DRC.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Form 10-Q contains "forward-looking statements" relating to Millennium Group Worldwide Incorporated (the "Company") which represent the Company's current expectations or beliefs including, but not limited to, statements concerning the Company's operations, performance, financial condition and growth. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "anticipate", "intend", "could", "estimate" or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel, variability of quarterly results, and the ability of the Company to continue its growth strategy and the Company’s competition, certain of which are beyond the Company's control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, or any of the other risks set out under the caption “Risk Factors” in our Prospectus, as declared effective January 2, 2009, occur, actual outcomes and results could differ materially from those indicated in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

General

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements, and the notes thereto, included herein. The information contained below includes statements of the Company's or management's beliefs, expectations, hopes, goals and plans that, if not historical, are forward-looking statements subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. For a discussion of forward-looking statements, see the information set forth in the Introductory Note to this Quarterly Report under the caption "Forward Looking Statements" which information is incorporated herein by reference.

The condensed consolidated interim financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual consolidated statements and notes. Certain information and footnote disclosers normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosers are adequate to make the information presented not misleading. The results for the nine months ended September 2009 may not be indicative of the results for the entire year.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained herein.

Plan of Operation and Discussion of Operations

The goal of the Company is to create a network of businesses and services focused on and directed to, empowering of minorities in the United States, natives of Sub-Sahara Africa and certain Caribbean countries. The Company's activities continue to be primarily organizational and developmental in nature and as a “developmental stage” company, a significant amount of time is devoted to developing business relationships while identifying and evaluating potential projects, investment targets and the raising of capital.

The Company’s net loss for the third quarter of 2009 was $1,563,003.27 as compared to a $330,240.28 net loss for the same period last year, a 373.29 % increase. The increase in losses can be attributed to an increase in the amount of debt resulting from consultants that had done work for the Company but had not billed for their work and categorization of loans not previously booked as debt to affiliates. The Company continued to show a reduction in operational expenses. The reduction in operational expenses was primarily due to a reduction in travel expenses from $102,960.29 in 2008 verse $80,180.05 in the third quarter of 2009, a 22.13 % reduction.

Total Income for the 3rd quarter was $22,914.01. The total income from January 1 – September 30, 2009 was $68,742.01. Total income as of September 30, 2008 was $12,000.00.

Total Interest Expense for the 3rd quarter was $12,184.06. The total interest expense from January 1 – September 30, 2009 was $73,438.78. The interest expense as of September 30, 2008 was $18,687.24.

Total Professional Fees for the 3rd quarter was $1,461,311.28. The total professional fees from January 1 – September 30, 2009 was $1,640,699.21. The professional fees as of September 30, 2008 were $164,973.43.

Total Travel & Entertainment Expense for the 3rd quarter was $80,180.05. The total travel & entertainment expense from January 1 – September 30, 2009 $165,715.88. The travel & entertainment expense as of September 30, 2008 was $213,822.52.

Total Expenses for the 3rd quarter was $1,585,267.30. The total expenses from January 1 – September 30, 2009 was $1,978,260.52. The total expenses at September 30, 2008 was $768,233.59.

Net Income for the 3rd quarter was <$1,563,003.27>. The net income from January 1 – September 30, 2009 was <$1,910,131.42>. The net income as of September 30, 2008 was <756,233.59>.

Total Checking / Saving balance at September 30, 2009 was $401,723.76 as compared to $72,693.20 on September 30, 2008. This is a 452.6% improvement.

Total Loans Receivable at September 30, 2009 was $727,364.79 as compared to - 0 – at September 30, 2008.

Total Assets at September 30, 2009 was $1,129,088.55 as compared to $72,693.20 on September 30, 2008. This is a 1,453.2% improvement.

Total Accounts Payable at September 30, 2009 was $2,591,676.57 as compared to <$25.00> at September 30, 2008. This was a 10,366,806.3% increase.

Total Credit Card Liabilities at September 30, 2009 was – 0 – as compared to $10,635.65 on September 30, 2008. This was a 100% reduction in this liability.

Other Current Liabilities at September 30, 2009 was $769,752.20 as compared to $246,000.00 on September 30, 2008. This was a 212.9% increase in liabilities.

Total Current Liabilities at September 30, 2009 was $3,361,428.77 as compared to $256,610.65 on September 30, 2008. This was a 1,209.9% increase in liabilities.

Accrued Fees at September 30, 2009 were $357,500.00 as compared to $287,500.00 as of September 30, 2008. This was a 24.4% increase in accrues.

Loan Payables at September 30, 2009 were $1,073,062.68 as compared to $561,927.89 as of September 30, 2008. This is a 91.6% increase in loans payable.

Total Long Term Liabilities as of September 30, 2009 were $1,430,562.68 as compared to $855,917.08 as of September 30, 2008. This is a 67.1% increase in long term liabilities.

Total Liabilities at September 30, 2009 were $4,791,991.45 as compared to $1,112,527.73 as of September 30, 2008. This was a 330.7% increase in total liabilities.

Total Retained Earnings as of September 30, 2009 were <$4,669,768.48> as compared to <$3,290,587.45> on September 30, 2008. This was a<41.9%> change in retained earnings.

Net Income as of September 30, 2009 was <$1,910,131.42> as compared to <756,233.59> as of September 30, 2008. This was a <152.6%> change.

Total Equity as of September 30, 2009 was <$3,662,902.90> as compared to <$1,039,834.53> on September 30, 2008. This is a <252.3%> change in equity.

Total Liabilities & Equity as of September 30, 2009 was $1,129,088.55 as compared to $72,693.20 on September 30, 2008. This is a 1,453.2% change in total liabilities & equity

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The twenty-two risk factors that may cause loss of investment listed in the prospectus still apply.

Item 4. CONTROLS AND PROCEDURES

Our management, under the supervision of and with the participation of the Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report, September 30, 2009.

Evaluation of Disclosure Controls and Procedures:

The Company’s Chief Executive Officer and Chief Financial Officer (hereafter “management”) carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2009. Based upon that evaluation, in light of the issue(s) referenced below in Management’s Annual Report on Internal Control over Financial Reporting, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Management’s Annual Report On Internal Control Over Financial Reporting:

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) for the Company.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2009. In performing this assessment, management has identified the following material weakness:

Absence of adequate segregation of duties relating to oversight and management of our systems

This resulted primarily from the fact that, due to our limited resources, we have only two employees. As a result, we did not maintain adequate segregation of duties within our critical financial reporting applications, the related modules and financial reporting processes. This material weakness could result in a misstatement of our financial statements or related disclosures in our interim or annual consolidated financial statements that would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness.

As a result of this material weakness in our internal control over financial reporting, our management concluded that our internal control over financial reporting, as of September 30, 2009, may not be effective. A material weakness in internal control over financial reporting is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this quarterly report.

Changes in Internal Control Over Financial Reporting:

There has not been any change in the Company’s internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended September 30, 2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The material weakness in our internal control over financial reporting described above for the quarter ended September 30, 2009 (absence of adequate segregation of duties) will be in the process of being remedied when the Company is able to increase the staff along with revising policies and procedures.

PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, we believe would be likely to have a material adverse effect on our financial condition or results of operations.

Item 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in the Company’s Prospectus as filed and declared effective on January 2, 2009. Additional risks and uncertainties, including risks and uncertainties not presently known to us, or that we currently deem immaterial, could also have an adverse effect on our business, financial condition and/or results of operations.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS


Exhibit No.		Exhibit

31.1		Certification of Principal Executive Officer of the Company required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

31.2		Certification of Chief Financial Officer of the Company required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

32.1		Certification of Principal Executive Officer of the Company required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended

32.2		Certification of Principal Financial Officer of the Company required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: November 13, 2009		MILLENNIUM GROUP WORLDWIDE INCORPORATED

		/s/ Gordon G. Murdock
		Gordon G. Murdock, Chief Executive Officer, Chairman of the Board, (Principal Executive Officer)

MILLENNIUM GROUP WORLDWIDE INC - FORM 10-Q - November 16, 2009

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