THIRD MELLENNIUM INDUSTRIES INC SC 13D

SCHEDULE 13D

EIGHT PERCENT PROMISSORY NOTE

WARRANT

18% CONVERTIBLE PROMISSORY NOTE OF THE TRUST

18% CONVERTIBLE PROMISSORY NOTE OF PHILIP TEARNEY

PLEDGE AGREEMENT - DEPRIEST, SPENCER, AND TRUST

PLEDGE AGREEMENT - DEPRIEST, SPENCER, AND TEARNEY

SECURITY AGREEMENT IN FAVOR OF THE TRUST

SECURITY AGREEMENT IN FAVOR OF PHILIP TEARNEY

FORM OF OPERATING AGREEMENT

JOINT FILING AGREEMENT