UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                 FORM 10-KSB/A
                                AMENDMENT NO. 2

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004


                          MILLENIUM HOLDING GROUP, INC.
                       (Name of Small Business Registrant)


       Nevada                        0-28431                   88-0109108
(State of Incorporation)           (Commission               (I.R.S. Employer
                                   File Number)           Identification Number)


                     12 Winding Road, Henderson Nevada 89052
           (Address of Principal Executive Offices Including Zip Code)

                                 (702) 492 7721
                         (Registrants Telephone Number)


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

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock par value $0.05
                                (Title of Class)

Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to filing requirements for the past 90 days. [X] YES [ ] NO

The registrant's revenues for its most recent fiscal year were $610.00

Number of shares outstanding of each of the registrant's classes of common
equity, (par value $.05) as of December 31, 2004 is 19,451,166. The closing
price of the shares on May 12, 2005 was $0.25. The market value of the Common
Shares held by non-affiliates was $2,016,512.75.

The following documents are herein incorporated by reference: (1) Form 10SB12G
filed on December 9, 1999 (file No. 000-28431), is incorporated in Part III
13(a). Form 10KSB filed on May 17, 2004, is incorporated in Part III 13(a). Form
10QSB filed on May 20, 2004, is incorporated in Part III 13(a). Form 10QSB filed
on August 23, 2004, is incorporated in Part III 13(a). Form 10QSB filed on
November 22, 2004, is incorporated in Part III 13(a).

Transitional Small Business Disclosure Format: [ ] Yes [X] No
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.

                                      INDEX

                                                                            Page
                                                                            ----

PART I

ITEM 1.   DESCRIPTION OF BUSINESS                                             2
             BUSINESS DEVELOPMENT                                             2
             BUSINESS                                                         2
             PATENTS                                                          3

ITEM 2.   DESCRIPTION OF PROPERTY                                             3
ITEM 3.   LEGAL PROCEEDINGS                                                   4
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 4

PART II

ITEM 5.   MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS                                                             4
ITEM 6.   MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION                       5
ITEM 7.   FINANCIAL STATEMENTS                                                7
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL MATTERS                                                   8
ITEM 8A.  CONTROLS AND PROCEDURES                                             8

PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                   9
ITEM 10.  EXECUTIVE COMPENSATION                                             10
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     11
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     12
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                                   12
ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                             13

                                       1
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

The Company was originally known as Amex Corporation and most recently as Amex
Systems Corporation (MILH formally AMXC). It was incorporated in the State of
Nevada on December 22, 1969. The Company completed two acquisitions in the early
1970's, which did not result in significant revenues. It was a development stage
company.

In 1994, the Company merged with EnergeCo A Limited Liability Company, which
held oil and gas leases in southwestern Oklahoma. This merger precipitated a 20
to 1 reverse stock split and 21,435,043 shares of stock were issued in
connection with this transaction. The Company became inactive in 1995; however,
it maintained its standing as a Nevada corporation.

On March 26, 1999, Amex Systems Corporation and U.S. Home Mortgage, Inc. (a
Pennsylvania Corporation) entered into a letter of intent. Subsequently, a
definitive Stock Exchange Agreement was executed between the companies becoming
effected on May 28, 1999 subject to the respective companies' shareholder
approval. On June 3, 1999 the shareholders approved, (a) an amendment to the
articles of incorporation changing the name of the Company from Amex Systems
Corporation to Millenium Holding Group, Inc., (b) a reverse stock split of 1 new
share for each 31.46 old shares of Amex Systems Corporation, and (c) the
acquisition of all the issued and outstanding shares of U.S. Home Mortgage for
8,062,289 post rollback restricted shares of Amex Systems Corporation. The
shareholders appointed a new board of directors for Millenium Holding Group,
Inc. The appropriate resolutions were perfected on June 3, 1999. The restricted
shares were issued; however, because of numerous difficulties the transaction
was not completed. The 8,062,289 shares were cancelled because of inadequate
consideration. The new Board of Directors, other than Mr. Ham, resigned and
Carla Aufdenkamp was appointed to fill one of the vacancies. Ms. Aufdenkamp is
married to Mr. Ham.

Neither the Company nor its predecessor has been involved in a bankruptcy,
receivership or similar proceeding.

BUSINESS

Millenium Holding Group, Inc. (OTC BB: MNHG) is a publicly traded and fully
reporting Company in early stage development. The passage of the Financial
Modernization Act (Gramm-Leach-Bliley Act) will radically overhaul the nation's
banking, insurance and securities markets. The Act allows one Company to possess
all three disciplines. Millenium Holding intends to, and is actively pursuing
the creation of an Internet National Bank and an Internet Insurance Company. It
is also exploring the possibility of forming or acquiring a Broker Dealer in
order to service the securities market.

                                       2
<PAGE>
The Company is attempting to form an Internet bank and is preparing an
application to be filed with the Office of the Comptroller of the Currency (OCC)
to charter a national bank. The bank will offer products and services through
the use of the Internet. The Company will also file an application with the
Federal Deposit Insurance Corporation (FDIC) for deposit insurance and will
become a member of the Federal Reserve Systems.

The Company intends to offer checking and savings accounts and electronic bill
paying services. The customers will make deposits through direct deposit, wire
transfers or mail. The Company plans on the customers using ATM/debit cards and
existing ATM networks. The customers will also be able to transfer funds between
accounts, check their balances, determine which checks have cleared and pay
bills through the utilization of their P C.

Government regulations through licensing have a significant effect on the
Company as to its continuing business.

At this time, there are two (2) full-time Company employees.

There have been three individuals who have been working with the Company without
an agreement since August 5, 2003, November 13, 2001 and January 1, 2002. The
Company elected to enter into retroactive Agreements on March 20, 2004 with the
three individuals who have taken into performing services for the company in the
areas of corporate projects, human resources, and the duties of a Chief
Information Officer including the managing of the computer system technology and
all other facets of operations deemed necessary by the Company.

The Company will send an annual report to its security holders, which shall
contain an audited statement. The Company's security holders will be advised
that the SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding Companies that file
electronically with the SEC at http://www.sec.gov.

PATENTS

The Company does not own, nor has it applied for any Patents.

ITEM 2. DESCRIPTION OF PROPERTY

The Company's office is located at 12 Winding Road Henderson, Nevada 89052. Its
telephone number is (702) 492 7721.

The Company leases space where the operation of the Company is housed. The
premises and contents are fully insured.

At this time, the Company has no policy in terms of investment in real estate
nor does it have any investment in real estate. The Company has no immediate
plans to invest in real estate mortgages.

                                       3
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

On June 10, 2004 the Company filed a complaint with the Clark County, Nevada
District Court (the "Court") alleging that Camden Holdings, Inc. breached the
consulting agreement dated November 18, 2003 in several material respects. The
Company is seeking the return of the 505,051 shares issued to Camden Holdings,
Inc. and reimbursement for reasonable attorneys' and court fees. On June 22,
2004 the Court ordered a preliminary injunction restricting the sale or transfer
of said shares.

On February 14, 2005 the Company filed a complaint with the Clark County, Nevada
District Court (the "Court") against Sutura, Inc., Fusion Capital Fund II, LLC
and Fusion Capital Partners (the "Defendants") on numerous counts relating to
the agreements entered into on July 9 and July 20, 2004. The counts included the
following: breach of contract against Sutura, Inc, tortuous interference with
contract against Fusion Capital Fund II, LLC and Fusion Capital Partners, LLC
and conspiracy to breach implied covenant of good faith and fair dealing against
all three entities. The Company is seeking judgment against the Defendants
damages in an amount in excess of $10,000 plus interest, reasonable attorney's
fees and costs of suit incurred and such other and further relief the Court
deems just and proper.

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

None

                                    PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information

The company has been able to determine the following high and low sales prices
for each quarter from 01/01/03 to date and on May 12, 2005 as follows:

     Quarter               High           Low          Close
     -------               ----           ---          -----
     03/31/03              0.30           0.06         0.10
     06/30/03              0.62           0.10         0.45
     09/30/03              2.94           0.45         1.75
     12/31/03              2.60           0.55         2.25

     03/31/04              2.30           0.85         2.25
     06/30/04              2.50           1.20         1.28
     09/30/04              2.05           1.10         1.30
     12/31/04              1.45           0.37         0.45

     03/31/05              0.75           0.35         0.37
     05/12/05              0.25           0.25         0.25

(b) There are approximately 994 holders of the common equity of the Company.

(c) There have been no cash dividends declared to date and there are no plans to
do so. There are no restrictions that limit the ability to pay dividends on
common equity other than the dependency on the Company's revenues, earnings and
financial condition.

On December 1, 2004, the Company issued 1,508,881 shares of its common stock to
the officers of the Company in exchange for accrued wages valued at $573,375.

                                       4
<PAGE>
ITEM 6. MANAGEMENT'S PLAN OF OPERATION

ThE following information CONTAINS certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may," "shall," "will," "could," "expect," "estimate,"
"anticipate," "PLAN," "predict," "probable," "possible," "should," "continue,"
or similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

Millenium Holding Group, Inc. (OTC BB: MNHG) is a publicly traded and fully
reporting Company in early stage development. The passage of the Financial
Modernization Act (Gramm-Leach-Bliley Act) will radically overhaul the nation's
banking, insurance and securities markets. The Act allows one Company to possess
all three disciplines. Millenium Holding intends to, and is actively pursuing
the creation of an Internet National Bank and an Internet Insurance Company. It
is also exploring the possibility of forming or acquiring a Broker Dealer in
order to service the securities market.

The Company is attempting to form an Internet bank and is preparing an
application to be filed with the Office of the Comptroller of the Currency (OCC)
to charter a national bank. The bank will offer products and services through
the use of the Internet. The Company will also file an application with the
Federal Deposit Insurance Corporation (FDIC) for deposit insurance and will
become a member of the Federal Reserve Systems.

The Company intends to offer checking and savings accounts and electronic bill
paying services. The customers will make deposits through direct deposit, wire
transfers or mail. The Company plans on the customers using ATM/debit cards and
existing ATM networks. The customers will also be able to transfer funds between
accounts, check their balances, determine which checks have cleared and pay
bills through the utilization of their P C.

Richard Ham and Ham Consulting Company, the principal shareholders, have pledged
to satisfy the Company's cash requirements in the near future. The principal
shareholders have no expectations of reimbursement of the funds advanced other
than restricted stock payment in lieu of cash. It has no way of determining
whether there will be any type of reimbursement in the future. During February

                                       5
<PAGE>
of 2002, the Company issued 229,795 shares at $0.35 per share to its chief
executive and controlling shareholder to reimburse him for expenses paid on
behalf of the Company. The Company also issued 209,375 restricted shares to this
shareholder in exchange for 167,500 shares he sold to meet certain financial
obligations of the Company.

The cost associated with the acquisition and leasing of the software developed
by Banking Software Co. and the integration technology created by IBM as well as
the hiring of the numerous employees necessary to launch the Internet Bank will
precipitate either a public offering, loans or the existing shareholders will
re-invest on a private basis. The Company is attempting to raise at least five
million dollars ($5,000,000), net of all fees and organizational costs.

Mr. Ham an officer and stockholder transferred an insurance agency that had a
value of $20,379 in exchange for 20,379 shares of stock. The agency was
transferred in to service the proprietary insurance products previously
transferred into the Company. The transaction was treated as a recapitalization
for 1999 and 2000. The Company relinquished all rights and ownership of the
insurance agency to Mr. Ham for $2,833 April 2004.

The software required for the Internet bank is state of the art and can service
up to a fourteen billion-dollar bank. The Systems will provide an automation
System with multi-currency and multi-lingual abilities. The core system is
stable and secure with an adaptable foundation that allows the Company to
continue to focus its resources and attention on delivering products and
services to its customers. The software, which can be adapted to the insurance
business, will be the center of the Company's business, consists of the
following five components:

The Customer Information Component tracks data on all customers.

The Deposit Accounting component processes all deposit products, ranging from
checking, Money Market, savings, passbook and club accounts to certificate of
deposit, time deposit open accounts, OIDs and IRAs.

The Loan Accounting component processes personal, credit line, business and real
estate loans.

The Transaction Processing component is the manager and dispatcher of monetary
transactions.

The Executive Information component houses the general ledger and is the source
of financial management information.

This very unique software will allow the Company to expand into the now
authorized banking field of insurance. The Company is now ready to embark on
said expansion and has the software in place to do so.

                                       6
<PAGE>
There are no other plans to develop new products within the next 12-month
period.

The Company is also intending to become a member of the Society for Worldwide
Interbank Financial Telecommunication (S.W.I.F.T.). It is the Company's belief
that membership in this organization will provide the bank international access
and credibility. The core banking Systems will be interfaced with S.W.I.F.T. so
that transactions will automatically be recorded throughout the appropriate
components of the automated Systems. This organization provides low-cost
competitive financial processing and communication services of the highest
quality, integrity and reliability.

The Company will hire knowledgeable professionals for its customer interface to
offer personalized attention and service to the individual. It will also hire a
Chief Technology Officer and add other individuals who will bring valuable
experience to better service the Company's banking and insurance customers.

GOING CONCERN

As of December 31, 2004, the Company had recognized little revenue to date and
had accumulated operating losses of approximately $8,161,417 since inception.
The Company's ability to continue as a going concern is contingent upon its
ability to successfully develop and market its products, meet future financing
requirements, and achieve and maintain profitable operations.

Management has enlisted the services of a company to serve as an investment
advisor and consultant. This company will assist Millenium Holding Group, Inc.
with raising funds for operations and acquisitions of related companies. While
the Company is expending its best efforts to achieve the above plans, there is
no assurance that any such activity will generate funds that will be available
for operations.

ITEM 7. FINANCIAL STATEMENTS

The Financial Statement of the Company are filed as a part of this Annual
Report. See index to the financial statements on Page F-1.

                                       7
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL MATTERS

On March 9, 2005, the Board of Directors dismissed Chavez & Koch, CPA's of
Henderson, Nevada, as its independent auditors for the fiscal year ended
December 31, 2004. The principal accountant's report on the financial statements
for the past year was qualified as to the uncertainty of the company's ability
to continue as a going concern, it was not modified as to audit scope, or
accounting principals.

During the registrant's two most recent fiscal years and any subsequent interim
period preceding said withdrawal, there were no disagreements with the former
accountants on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. There is nothing further
to report under Item 304(a)(1) or (iv) (B) through (E).

The registrant on March 14, 2005 appointed, Franklin Griffith & Associates of
Las Vegas, Nevada as its principal accountant. Neither the registrant nor anyone
on its staff has consulted, Franklin Griffith & Associates during the two most
recent past fiscal years, and any later interim period, regarding any matter for
which reporting is required under regulation SB, Item 304(a) (2) (i) or (ii) and
the related instructions. The Board of Directors approved the appointment of
Franklin Griffith & Associates.

ITEM 8A. CONTROLS AND PROCEDURES

Our President and Chief Financial Officer (the "Certifying Officers") are
responsible for establishing and maintaining our disclosure controls and
procedures. The Certifying Officers have designed such disclosure controls and
procedures to ensure that material information is made known to them,
particularly during the period in which this report was prepared. The Certifying
Officers have evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report and believe that
our disclosure controls and procedures are effective based on the required
evaluation. During the period covered by this report, there were no changes in
internal controls that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

None.

                                       8
<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

The Company has two officers and two directors.

     Name                    Age            Position and Offices Held
     ----                    ---            -------------------------
Richard L. Ham               51           President, Treasurer and
                                          Member of the Board of Directors

Carla Aufdenkamp             42           Vice President, Secretary and
                                          Member of the Board of Directors

There are no agreements that a director will resign at the request of another
person and the above named Directors are not acting on behalf of nor will act on
behalf of another person.

The following is a brief summary of the Directors and Officers including their
business experiences for the past five years.

Richard L. Ham has twenty-eight years experience in the financial planning and
insurance industry. For the past twenty of those twenty-eight years, he has been
involved in project management and business consulting. Ten of those twenty
years have been as the president of the Company formerly known as Amex Systems
Corporation. Mr. Ham is also a licensed health and life insurance consultant. He
has served as one of the first qualified continuing education instructors for
the states of Nebraska and Iowa. Mr. Ham has conducted seminars throughout the
Midwest for agents, agencies and other organizations on product knowledge,
estate planning, motivation and promotion.

Mr. Ham attended the University of Nebraska and the University of Phoenix
majoring in management. He is a member of the Project Management Institute
(PMI), the Academy of Management (AM) and the American Management Association
(AMA). Mr. Ham has also been associated with the Institute of Certified
Financial Planners, the National Association of Life Underwriters and the
American Association of Financial Professionals.

Carla Aufdenkamp has over twenty-three years experience in all phases of
financial and insurance administration. She is very knowledgeable in office
management, computer systems, organization, accounting and auditing. Ms.
Aufdenkamp has worked with Ham Consulting for the past ten years as its
administrator. Ms. Aufdenkamp is married to Mr. Ham.

                                       9
<PAGE>
None of the Directors, Officers have been convicted or are subject to a pending
criminal proceeding, nor have they been subjected to any type of order barring,
suspending or otherwise limiting their involvement in any type of business,
securities or banking activities. Furthermore, none of the Directors and
Officers have been found by a court of competent jurisdiction, the Commission or
the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law.

Committees

The Company does not have any audit, compensation, and executive committees of
its board of directors.

Compliance With Section 16(a) of the Exchange Act

The Officers, Directors and those beneficially owning more than 10% of small
business Company's class of equity securities registered under Section 12 of the
Exchange Act, shall file reports of ownership and any change in ownership with
the Securities and Exchange Commission. Copies of these reports are to be filed
with the Company.

Based upon a review of these reports the Company has concluded that a Form 5 has
been filed by those required to file said report covering the beneficial
ownership of securities.

ITEM 10 EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

Set forth below is a summary of compensation for our officers for the fiscal
year ended December 31, 2004, the six months ended December 31, 2003 and the
fiscal years ended 2003 and 2002. There are no annuity, pension or retirement
benefits proposed to be paid to our officers, directors or employees in the
event of retirement at normal retirement date pursuant to any presently existing
plan provided or contributed to by us.

<TABLE>
<CAPTION>
                             ANNUAL COMPENSATION                 LONG TERM COMPENSATION
                         -------------------------------    ----------------------------------
                                                                     Awards            Payouts
                                                            ------------------------   -------
                                                            Other                   Securities
                                                           Annual     Restricted    Underlying              All Other
                                                           Compen-      Stock        Options/      LTIP      Compen-
                          Year       Salary($)  Bonus($)  sation($)   Award(s)($)     SARs(#)   Payouts($)  sation($)
                          ----       ---------  --------  ---------   -----------     -------   ----------  ---------
<S>                     <C>        <C>         <C>        <C>          <C>             <C>        <C>        <C>
Richard L. Ham, CEO,
President (1)             2004      $322,500      $0         $0           $0          354,750      $0        $59,291
                          2003 (2)  $150,000      $0         $0           $0          165,000      $0        $23,622
                          2003      $262,500      $0         $0           $0          247,500      $0        $48,424
                          2002      $120,000      $0         $0           $0                0      $0        $18,451
Carla Aufdenkamp, Vice
President/Secretary (3)   2004      $111,300      $0         $0           $0          122,430      $0        $11,130
                          2003 (2)  $ 52,500      $0         $0           $0           57,750      $0        $ 5,250
                          2003      $ 96,750      $0         $0           $0           86,625      $0        $ 7,875
                          2002      $ 54,000      $0         $0           $0                0      $0        $     0
</TABLE>
----------
1.   Appointed Chief Executive Officer and President from January 1994 to June
     1999 and October 1999 to current.
2.   Compensation for the six months ended December 31, 2003.
3.   Appointed Vice President and Secretary from January 1994 to June 1999 and
     October 1999 to current.

                                       10
<PAGE>
On April 2, 2003, the Company entered into an employment agreement with the
President of the Company (the "Employee"). The terms of the agreement include
the following: base salary of $300,000 per annum with annual increases of 10%,
medical/dental insurance, group life insurance, a bonus of 1% of the pretax
profits of the Company, stock options, and various other employee benefits.

On April 2, 2003, the Company entered into an employment agreement with the Vice
President and Secretary of the Company (the "Employee"). The terms of the
agreement include the following: base salary of $105,000 per annum with annual
increases of 8%, medical/dental insurance, a bonus of 0.10% of the pretax
profits of the Company, stock options, and various other employee benefits.

Effective as of July 15, 2004, the salaries for the President and Vice
President/Secretary were discontinued and the April 2, 2003 employment
agreements were terminated. On November 30, 2004, the Board of Directors of the
Company reinstated the April 2, 2003 employment agreements containing the new
stock option at a strike price of $0.40 per share as of July 16, 2004 with the
President and Vice President/Secretary of the Company.

Salary expense for the years ended December 31, 2004 and 2003 were $433,800 and
$359,250 respectively. These salaries are being accrued. On November 30, 2004,
the Board of Directors resolved to issue shares of its common stock to the
President and to the Vice President/Secretary in exchange for accrued wages
valued at $573,375.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the Common Stock ownership of each person and /or
group known by the Company to be the beneficial owner of five percent or more of
the Company's Common Stock, each director individually, and all officers and
directors as a group. Each person has sole voting and investment power with
respect to the shares of Common Stock shown, and all ownership is of record and
beneficial. The only class of stock issued is Common.

Name and Address                   Amount of Beneficial           Percentage of
of Beneficial Owner                     Ownership                     Class
-------------------                     ---------                     -----
Ham Consulting Company. (*)             2,296,125                     11.3%
P.O. Box 22157
Lincoln, NE 68542

Richard L. Ham                          9,900,295 (1)                 48.9%
Carla Aufdenkamp
12 Winding Road
Henderson, NV 89052

All Executive Officers and              12,196,420 (1)                60.2%
Directors as a Group (2)

----------
*    Mr. Ham and his wife own 80% of Ham Consulting Co. Reginald L. Chamorre who
     resides in Belgium and is not active in the management of the Company owns
     the balance.
(1)  Includes options to purchase 811,305 shares of common stock at an exercise
     price of $2.00 and $0.40 expiring within one year from the date employment
     ceases.

                                       11
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are and have been no transactions with promoters.

There were no material underwriting discounts and commissions upon the sale of
securities by the Company where any of the specified persons was or is to be a
principal underwriter or is a controlling person or member of a firm that was or
is to be a principal underwriter.

There were no transactions involving the purchase or sale of assets other than
in the ordinary course of business

There are no parents of this small business Company.

ITEMS 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

    3.1     Articles of Incorporation with Amendments filed with the Form 10 SB
            on December 9, 1999 and incorporated by reference.
    3.2     By Laws filed with the Form 10SB on December 9, 1999 and
            incorporated by reference
    3.4     Amendment to Articles of Incorporation re Preferred stock
    4       Convertible Note (Form)
    10.1    Employment Agreement dated April 3, 2003 with Mr. Ham
    10.2    Employment Agreement dated April 3, 2003 with Ms. Aufdenkamp
    10.3    Consulting Agreement (Form)
    10.4    Consulting Agreement dated November 18, 2003 with Camden Holdings,
            Inc.
    10.5    Asset and License Purchase Agreement dated March 29, 2004 with U.S.
            Probe, Inc.
    10.6    Agreement and Plan of Merger dated July 9, 2004 with Sutura, Inc.
    10.7    Common Stock Purchase Agreement and Registration Rights Agreement
            dated July 20, 2004 with Fusion Capital Fund II, LLC
    10.8    Contract for Services dated August 4, 2004 with Vosnuevo
            Communication, Inc.
    10.9    Contract for Consulting Services dated September 6, 2004 with ERS
            Consulting
    10.10   Promissory Note (form)
    10.11   Agreement dated December 1, 2004 with KMA Capital Partners, Ltd
    10.12   Management Consulting Engagement Agreement dated February 7, 2005
            with Cochran Edwards and Partners
    10.13   Market Awareness Engagement Agreement dated February 7, 2005 with
            Cochran Edwards and Partners
    10.14   Equity Referral Agreement dated February 7, 2005 with Cochran
            Edwards and Partners
    10.15   Financial Public Relations Agreement February 7, 2005 with Cochran
            Edwards and Partners
    31.1    Certification of Chief Executive Officer Pursuant to the Securities
            Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant
            to Section 302 of the Sarbanes-Oxley Act of 2002 *
    31.2    Certification of Chief Financial Officer Pursuant to the Securities
            Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant
            to Section 302 of the Sarbanes-Oxley Act of 2002 *
    32      Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

----------
* Filed with this Report

                                       12
<PAGE>
(b) Reports on Form 8-K

The Company filed five (5) reports on Form 8-K during this reporting period to
date.

An 8-K filed on June 7, 2004 announcing the cancellation of the Advisory and
Consulting Agreement with Camden Holdings, Inc., the cancellation of the Asset
and License Purchase Agreement and the cancellation of the Consulting Agreement
with Intelligent Optical Systems, Inc.

An 8-K filed July 12, 2004 announcing the Agreement and Plan of Merger with
Sutura, Inc.

An 8-K filed on July 21, 2004 announcing the Common Stock Purchase Agreement and
Registration Rights Agreement with Fusion Capital Fund.

An 8-K/A filed on October 25, 2004 announcing Fusion Capital Fund and Sutura,
Inc. expressed intention not to proceed with the Common Stock Purchase Agreement
and Registration Rights Agreement (Fusion Capital Fund) and Agreement and Plan
of Merger (Sutura, Inc.) contractual undertakings and are pursuing an alternate
arrangement, provided by Fusion, with another company in which Fusion has a
substantial economic interest.

An 8-K filed on March 18, 2005 announcing the dismissal of Chavez & Koch, CPA's
as its independent auditors for the fiscal year ended December 331, 2004 and the
appointment of Franklin Griffith & Associates as Chavez & Koch, CPA's
replacement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the fiscal years ended December 31, 2004, the Company's principal accountant
billed $9,000, for the audit of the Company's annual financial statements. For
the year ended December 31, 2003, the Company's prior accountant billed the
company approximately $34,000 for the annual audit of the financial statements
and for the reviews of the financial statements included in the Company's Form
10-QSB filings for 2004 and 2003.

Audit-Related Fees

For the fiscal years ended December 31, 2004 and 2003, the Company's principal
accountant billed $0 and $0, respectively, and the Company's prior accountant
billed $5,820 and $0, respectively for assurance and related services that were
reasonably related to the performance of the audit or review of the Company's
financial statements outside of those fees disclosed above under "Audit Fees".

Tax Fees

For the fiscal years ended December 31, 2004 and 2003, the Company's principal
accountant billed $0 and $0, respectively, and the Company's prior accountant
billed $2,638 and $0, respectively, for tax compliance, tax advice, and tax
planning services.

All Other Fees

For the fiscal years ended December 31, 2004 and 2003, the Company's principal
accountant billed $0 and $0, respectively, and the Company's prior accountant
billed $688 and $75, respectively, for products and services other than those
described above.

                                       13
<PAGE>
                                 SIGNATURE PAGE

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.

Millenium Holding Group, Inc.

December 1, 2005

                                        /s/ Richard L. Ham
                                        ----------------------------------------
                                        Richard L. Ham, Director and President,
                                        Chief Executive Officer, Chief Financial
                                        Officer (Principal Financial Officer and
                                        Principal Accounting Officer)


                                        /s/ Carla Aufdenkamp
                                        ----------------------------------------
                                        Carla Aufdenkamp
                                        Vice President/ Secretary/ Director


                                       14
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.

                          (A DEVELOPMENT STAGE COMPANY)

                          AUDITED FINANCIAL STATEMENTS

                  AS OF DECEMBER 31, 2004 AND DECEMBER 31, 2003


                                    CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                    F-2

FINANCIAL STATEMENTS:

            Balance Sheets                                                 F-4

            Statements of Operations and Accumulated Deficit               F-5

            Statement of Changes in Stockholders' Deficit                  F-6

            Statements of Cash Flows                                       F-10

NOTES TO FINANCIAL STATEMENTS:                                             F-11


                                      F-1
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors of
Millenium Holding Group, Inc.:

We have audited the accompanying balance sheets of Millenium Holding Group, Inc.
(a Development Stage Company) (a Nevada corporation) as of December 31, 2004 and
the related statements of operations,  stockholder's  equity, and cash flows for
the year ended  December  31,  2004 and for the period  from  December  31, 1998
(Inception)  to  December  31,  2004.   These   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial  statements based on our audits. We did not audit the
financial  statements of Millenium  Holding Group, Inc. as of December 31, 2003.
Those  statements were audited by other auditors whose report has been furnished
to us, and our  opinion,  insofar as it relates to the  amounts  included in the
period from December 31, 1998  (Inception) to December 31, 2003, is based solely
on the report of the other auditors.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  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,  based on our  audit  and the  report  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the financial  position of Millenium Holding Group, Inc. as of December 31, 2004
and the  results  of its  operations,  accumulated  deficit,  its cash flows and
changes in  stockholders'  deficit for the year ended December 31, 2004, and for
the period from  December 31, 1998  (Inception)  through  December 31, 2004,  in
conformity with U.S. generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  As disclosed in Note 11 to these  financial
statements,  the Company has had limited  operations  and has not  established a
long-term source of revenue.  This raises substantial doubt about its ability to
continue as a going concern.  Management's plan in regards to this issue is also
described in Note 11. The financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

/s/ Franklin Griffith & Associates

May 13, 2005
Las Vegas, Nevada

                                      F-2
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
Millenium Holding Group, Inc.:

We have audited the accompanying  balance sheet of Millenium Holding Group, Inc.
(a Development Stage Company) (a Nevada corporation) as of December 31, 2003 and
the statements of operations and accumulated deficit and cash flows for the year
then ended and from  December 31, 1998 (date of  inception) to December 31, 2003
and the  statement  of changes in  stockholders'  equity from  December 31, 1998
(date of inception) to December 31, 2003.  These  financial  statements  are the
responsibility of Millenium Holding Group, Inc.'s management. Our responsibility
is to express an opinion on these financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  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 Millenium Holding Group, Inc.
as of December 31, 2003 and the result of its operations,  accumulated  deficit,
other comprehensive  income, its cash flows and changes in stockholders'  equity
for the years  ended  December  31,  2003 and from  December  31,  1998 (Date of
inception)  to  December  31,  2003,  in  conformity  with  generally   accepted
accounting principles in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern.  As disclosed in the notes to these  financial
statements,  the Company has had limited  operations  and has not  established a
long-term source of revenue.  This raises substantial doubt about its ability to
continue as a going concern.  Management's plan in regards to this issue is also
described in notes. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

                                             /s/ Chavez & Koch, CPA's

May 13, 2004
Henderson, Nevada

                                      F-3
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          12/31/2004            12/31/2003
                                                                          ----------            ----------
<S>                                                                      <C>                   <C>
                                     ASSETS

ASSETS:
Current assets:
  Cash                                                                   $     7,884           $        26
  Prepaid expense                                                              9,913                    --
                                                                         -----------           -----------
      Total current assets                                                    17,797                    26

Fixed assets:
  Construction in progress - architectural study costs                            --                27,606
                                                                         -----------           -----------
      Total fixed assets                                                          --                27,606

Other assets:
  Intangible assets, net of accumulated amortization                          34,488                11,250
  Prepaid expense - long term portion                                          5,664                    --
  Refundable deposit                                                          13,590                23,590
                                                                         -----------           -----------
      Total other assets                                                      53,742                34,840
                                                                         -----------           -----------

TOTAL ASSETS                                                             $    71,539           $    62,472
                                                                         ===========           ===========
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES:
Current liabilities
  Accounts payable                                                       $   321,784           $   645,099
  Accrued wages - related party                                              619,425               759,000
  Accrued payroll taxes                                                       91,853                58,667
  Accrued interest                                                           119,570               297,267
  Notes payable                                                              175,365               275,000
  Notes payable - related party                                               32,495                    --
                                                                         -----------           -----------
      Total current liabilities                                            1,360,492             2,035,033
                                                                         -----------           -----------

TOTAL LIABILITIES                                                          1,360,492             2,035,033
                                                                         -----------           -----------
STOCKHOLDERS' DEFICIT
  Preferred non-voting stock, $.001 par value, 3,000,000 shares
   authorized, 0 shares issued and outstanding at
   December 31, 2004 and December 31, 2003                                        --                    --
  Common stock, $.05 par value, 50,000,000 shares
   authorized,19,451,166 and 14,589,751 shares issued and
   outstanding at December 31, 2004 and December 31, 2003                    972,559               729,489
  Additional paid-in capital                                               5,899,906             3,052,310
  Stock subscriptions                                                             (0)             (441,096)
  Accumulated deficit during development stage                            (8,161,417)           (5,313,264)
                                                                         -----------           -----------
      Total stockholders' deficit                                         (1,288,952)           (1,972,561)
                                                                         -----------           -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                              $    71,539           $    62,472
                                                                         ===========           ===========
</TABLE>

    The accompanying report of independent registered public accounting firm
      and notes to financial statements should be read in conjunction with
                             these balance sheets.

                                      F-4
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

<TABLE>
<CAPTION>
                                                               Twelve months ended
                                                           ----------------------------      Inception to
                                                           12/31/2004        12/31/2003       12/31/2004
                                                           ----------        ----------       ----------
<S>                                                       <C>               <C>              <C>
REVENUE:                                                  $        610      $      3,501     $     20,930

EXPENSES:
  General and administrative expenses                         (720,110)         (627,360)      (2,204,984)
  Expenses associated with canceled contracts               (1,366,438)               --       (1,366,438)
  Amortization expense                                          (4,368)               --           (4,368)
  General and administrative expenses - related party         (460,841)         (385,174)      (1,264,217)
                                                          ------------      ------------     ------------
      Total expenses                                        (2,551,757)       (1,012,534)      (4,840,007)
                                                          ------------      ------------     ------------

Income (loss) from operations                               (2,551,147)       (1,009,033)      (4,819,077)
                                                          ------------      ------------     ------------
OTHER INCOME (EXPENSE):
  Other income                                                      --               171              360
  Other expense                                                     --                --           (1,222)
  Interest expense                                            (297,006)         (511,679)        (844,854)
                                                          ------------      ------------     ------------
      Total other income (expense)                            (297,006)         (511,508)        (845,716)
                                                          ------------      ------------     ------------

Net income (loss)                                           (2,848,153)       (1,520,541)      (5,664,793)

ACCUMULATED DEFICIT, beginning of period                    (5,313,264)       (3,792,723)      (2,496,624)
                                                          ------------      ------------     ------------

ACCUMULATED DEFICIT, end of period                        $ (8,161,417)     $ (5,313,264)    $ (8,161,417)
                                                          ============      ============     ============

Weighted average number of
 common shares outstanding                                  16,442,770        14,002,496       11,476,022
                                                          ============      ============     ============

Net income (loss) per share                               $      (0.17)     $      (0.11)    $      (0.49)
                                                          ============      ============     ============
</TABLE>

    The accompanying report of independent registered public accounting firm
   and notes to financial statements should be read in conjunction with these
               statements of operations and accumulated deficit.

                                      F-5
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                       FROM INCEPTION TO DECEMBER 31, 2004

<TABLE>
<CAPTION>
                                                                                                 Deficit from        Total
                                          Common Stock             Add'l Paid        Stock       Development     Stockholders'
                                      Shares          Value        In Capital    Subscriptions      Stage           Equity
                                      ------          -----        ----------    -------------      -----           ------
<S>                                <C>            <C>            <C>                <C>         <C>              <C>
Balance December 31, 1998           21,888,124     $ 1,094,406    $ 1,402,219        $   --      $(2,496,624)     $       1

Reverse stock split
June 2, 1999                       (21,183,255)             --             --            --               --             --

Net income (loss)
December 31, 1999                           --              --             --            --          (25,142)       (25,142)
                                   -----------     -----------    -----------        ------      -----------      ---------

Total December 31, 1999                704,869       1,094,406      1,402,219            --       (2,521,766)       (25,141)
                                   ===========     ===========    ===========        ======      ===========      =========
Stock for professional services
December 31, 2000                      225,000          11,250         32,800            --               --         44,050

Acquisition of assets for stock
December 31, 2000                    1,488,815          74,441         (1,019)           --               --         73,422

5 for 1 forward stock split
December 31, 2000                    9,093,220        (604,502)       604,502            --               --             --

Net income (loss)
December 31, 2000                           --              --             --            --         (301,504)      (301,504)
                                   -----------     -----------    -----------        ------      -----------      ---------

Total December 31, 2000             11,511,904         575,595      2,038,502            --       (2,823,270)      (209,173)
                                   ===========     ===========    ===========        ======      ===========      =========
Stock for professional services
December 31, 2001                      344,500          17,225         41,250            --               --         58,475

Stock issued on default of
convertible note
December 31, 2001                      472,500          23,625         28,875            --               --         52,500

Net income (loss)
December 31, 2001                           --              --             --            --         (365,277)      (365,277)
                                   -----------     -----------    -----------        ------      -----------      ---------

Total December 31, 2001             12,328,904         616,445      2,108,627            --       (3,188,547)      (463,475)
                                   ===========     ===========    ===========        ======      ===========      =========
Stock issued for future services
February 13, 2002                      160,000           8,000         40,000            --               --         48,000
</TABLE>

    The accompanying report of independent registered public accounting firm
    and notes to financial statements should be read in conjunction with this
                 statement of changes in stockholders' deficit.

                                      F-6
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                       FROM INCEPTION TO DECEMBER 31, 2004

<TABLE>
<CAPTION>
                                                                                                 Deficit from        Total
                                          Common Stock             Add'l Paid        Stock       Development     Stockholders'
                                      Shares          Value        In Capital    Subscriptions      Stage           Equity
                                      ------          -----        ----------    -------------      -----           ------
<S>                                <C>            <C>            <C>                <C>         <C>              <C>
Stock issued for payment of
commissions
February 19, 2002                      4,500            225            1,125         --             --               1,350

Stock issued for future professional
services February 19, 2002            18,333            917            4,583         --             --               5,500

Stock issued for payment of
accounts payable
February 19, 2002                    229,795         11,490           68,938         --             --              80,428

Stock issued for payment of
expenses by shareholder
February 19, 2002                    209,375         10,469           52,344         --             --              62,813

Stock issued for
convertible notes
February 19, 2002                     22,500          1,125            5,625         --             --               6,750

Stock issued for
professional services
November 11, 2002                     17,000             850           1,700         --             --               2,550

Stock issued on default
of convertible note
November 11, 2002                     31,250           1,563           1,120         --             --               2,683

Stock issued on default
of convertible note
November 11, 2002                    250,000          12,500           8,964         --             --              21,464

Stock issued for
convertible notes
November 11, 2002                    160,000           8,000          16,000         --             --              24,000

Stock issued on default
of convertible note
November 11, 2002                    125,000           6,250           4,482         --             --              10,732

Acquisition of assets for stock
November 11, 2002                     75,000           3,750           7,500         --             --              11,250

Stock issued for
professional services
November 11, 2002                    150,000           7,500          15,000         --             --              22,500
</TABLE>

    The accompanying report of independent registered public accounting firm
    and notes to financial statements should be read in conjunction with this
                 statement of changes in stockholders' deficit.

                                      F-7
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                       FROM INCEPTION TO DECEMBER 31, 2004

<TABLE>
<CAPTION>
                                                                                                 Deficit from        Total
                                          Common Stock             Add'l Paid        Stock       Development     Stockholders'
                                      Shares          Value        In Capital    Subscriptions      Stage           Equity
                                      ------          -----        ----------    -------------      -----           ------
<S>                                <C>            <C>            <C>                <C>         <C>              <C>
Stock issued for
professional services
November 11, 2002                     63,043           3,152            6,304             --           9,456

Stock issued for
professional services
November 11, 2002                    130,000           6,500           13,000             --          19,500

Net income (loss)
December 31, 2002                         --              --               --             --        (604,176)       (604,176)
                                 -----------     -----------      -----------    -----------     -----------     -----------

Total December 31, 2002           13,974,700         698,736        2,355,312             --      (3,792,723)       (738,675)
                                 ===========     ===========      ===========    ===========     ===========     ===========
Stock issued for
notes payable
December 3, 2003                      75,000           3,750          157,500             --              --         161,250

Stock issued for
notes payable
December 3, 2003                      25,000           1,250           46,250             --              --          47,500

Stock issued for
professional services
December 3, 2003                       5,000             250            9,250             --              --           9,500

Stock issued for
notes payable
December 4, 2003                       5,000             250            9,250             --              --           9,500

Stock issued for
professional services
December 17, 2003                    505,051          25,253          474,748       (441,096)             --          58,904

Net income (loss)
December 31, 2003                         --              --               --             --      (1,520,541)     (1,520,541)
                                 -----------     -----------      -----------    -----------     -----------     -----------

Total December 31, 2003           14,589,751     $   729,489      $ 3,052,310    $  (441,096)    $(5,313,264)    $(1,972,561)
                                 ===========     ===========      ===========    ===========     ===========     ===========

Stock subscriptions expensed
March 31, 2004                            --              --               --        124,657              --         124,657

Stock issued for
professional services
June 9, 2004                          25,000           1,250           32,000             --              --          33,250
</TABLE>

    The accompanying report of independent registered public accounting firm
    and notes to financial statements should be read in conjunction with this
                 statement of changes in stockholders' deficit.

                                      F-8
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                       FROM INCEPTION TO DECEMBER 31, 2004
<TABLE>
<CAPTION>
                                                                                                 Deficit from        Total
                                          Common Stock             Add'l Paid        Stock       Development     Stockholders'
                                      Shares          Value        In Capital    Subscriptions      Stage           Equity
                                      ------          -----        ----------    -------------      -----           ------
<S>                                <C>            <C>            <C>                <C>         <C>              <C>
Stock issued for
notes payable
June 17, 2004                       1,895,000         94,750          539,330             --             --         634,080

Stock issued for
notes payable
June 17, 2004                          50,000          2,500           62,500             --             --          65,000

Stock issued for
professional services
June 17, 2004                         416,500         20,825          354,025             --             --         374,850

Stock issued for
professional services
June 17, 2004                         166,500          8,325           24,183             --             --          32,508

Stock issued for payment of
accounts payable
July 8, 2004                           17,716            885           20,905             --             --          21,790

Stock issued for future
professional services
July 20, 2004                         681,818         34,091        1,015,909     (1,050,000)            --              --

Stock issued for
professional services
September 22, 2004                     25,000          1,250           36,250             --             --          37,500

Stock issued for
professional services
September 22, 2004                     75,000          3,750          108,750        (65,625)        46,875

Record correct cost of stock
issuance/beneficial conversion
feature                                                               155,813

Stock issued for
accrued wages
December 1, 2004                    1,508,881         75,444          497,931             --             --         573,375

Stock subscriptions expensed
December 31, 2004                          --             --               --      1,432,064             --       1,432,064

Net income (loss)
December 31, 2004                          --             --               --             --     (2,848,153)     (2,848,153)
                                  -----------    -----------      -----------    -----------    -----------     -----------

Total December 31, 2004            19,451,166    $   972,559      $ 5,899,906    $        --    $(8,161,417)    $(1,444,765)
                                  ===========    ===========      ===========    ===========    ===========     ===========
</TABLE>

    The accompanying report of independent registered public accounting firm
    and notes to financial statements should be read in conjunction with this
                 statement of changes in stockholders' deficit.

                                      F-9
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                               Twelve months ended          Inception to
                                                           12/31/2004       12/31/2003       12/31/2004
                                                           ----------       ----------       ----------
<S>                                                       <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                $(2,848,153)     $(1,520,541)     $(5,664,793)
  Adjustments to reconcile net income/(loss)
   to net cash used in operations:
     Stock issued for services and debt settlement          2,951,091          204,798        3,408,241
     Write off of subscribed stock                            441,096               --          441,096
     Depreciation and amortization                              4,368               --            4,368
  (Increase) decrease in:
     Prepaid expenses                                         (15,577)          10,000          (15,577)
     Refundable deposits                                       10,000           (4,310)         (13,590)
  Increase (decrease) in:
     Accounts payable - shareholder                                --               --           80,428
     Accounts payable                                        (323,316)          96,174          331,284
     Accrued interest                                        (177,697)           3,042          337,821
     Accrued expenses                                          33,186          187,311          850,853
                                                          -----------      -----------      -----------
Net cash used in operating activities                          74,998       (1,023,526)        (239,870)
                                                          -----------      -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  CIP - architectural costs                                        --           (6,281)         (27,606)
                                                          -----------      -----------      -----------
Net cash used by investing activities                              --           (6,281)         (27,606)
                                                          -----------      -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Due from shareholder                                             --           (4,162)              --
  Due to shareholder                                               --               --               --
  Net proceeds from debt                                      (67,140)         117,500          275,360
                                                          -----------      -----------      -----------
Net cash provided by financing activities                     (67,140)         113,338          275,360
                                                          -----------      -----------      -----------

NET INCREASE (DECREASE) IN CASH                                 7,858         (916,469)           7,884

CASH, beginning of period                                          26              140               --
                                                          -----------      -----------      -----------
CASH, end of period                                       $     7,884      $  (916,329)     $     7,884
                                                          ===========      ===========      ===========
SUPPLEMENTARY INFORMATION:
  Cash paid for interest                                  $     1,047      $        --      $     1,047
                                                          ===========      ===========      ===========
  Cash paid for taxes                                     $        --      $        --      $        --
                                                          ===========      ===========      ===========
</TABLE>

  The accompanying report of independent registered public accounting firm and
     notes to financial statements should be read in conjunction with these
                           statements of cash flows.

                                      F-10
<PAGE>
NOTE 1 - ORGANIZATION AND PURPOSE

Millenium Holding Group, Inc., a Nevada corporation,  was incorporated  December
22, 1969 under the name AMEX Systems Corporation. The Company had been organized
for the purpose of merging other  corporations  together to achieve savings from
consolidations. In 1995 the Company became inactive and did not actively conduct
operations, generate revenue, or incur expenses.

The name of the Company was formally changed to Millenium Holding Group, Inc. in
1999,  at which time the Company  became  active again and started to expand its
services  and  revenues.  The Company is actively  pursuing  the  creation of an
Internet  National Bank and an Internet  Insurance  Company while  exploring the
possibility  of forming or  acquiring  a Broker  Dealer in order to service  the
securities market.

The Company has had no revenue generating operations to date, and therefore,  in
accordance with Statement on Financial  Accounting  Standards No. 7, the Company
is considered a development  stage company.  Accordingly,  some of the Company's
accounting policies and procedures have not yet been established.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The Company's policy is to prepare its financial statements on the accrual basis
of accounting. The fiscal year end is December 31.

CASH AND CASH EQUIVALENTS

Cash equivalents  consist of highly liquid  investments with maturities of three
months or less when purchased.

SUMMARY OF NON-CASH TRANSACTIONS

There were non-cash transactions, which are discussed in detail in Note 10.

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  reported  amounts  of assets  and  liabilities  and  disclosures  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenue and expense during the reported  period.  Actual
results could differ from those estimates.

EARNINGS PER SHARE CALCULATIONS

Basic earnings per common share ("EPS") is computed by dividing income available
to  common  stockholders  by  the  weighted-average   number  of  common  shares
outstanding  for the  period.  The  weighted-average  number  of  common  shares
outstanding  for  computing  basic EPS was  16,442,770  and  14,002,496  for the
periods ended December 31, 2004 and 2003, respectively. Diluted EPS reflects the
potential  dilution that could occur if  securities or other  contracts to issue
common stock were exercised or converted  into common stock.  As of December 31,
2004 and 2003,  the  Company  had no  outstanding  securities  that could have a
dilutive effect on the outstanding common stock, respectively.

INCOME TAXES

Income taxes are generally provided for the tax effects of transactions reported
in the  financial  statements  and consist of taxes  currently due plus deferred
taxes  related  primarily to  differences  between the bases of fixed assets for
financial and income tax  reporting.  The Company has no deferred tax assets and
liabilities representing the future tax return consequences of those differences
because currently the Company has no material  temporary timing differences that

                                      F-11
<PAGE>
give rise to these tax assets and  liabilities.  Currently  there are no federal
income taxes due.

The Company has not filed  federal  income tax  returns for several  years.  The
failure to file income tax returns may subject the Company to fines. As a result
of the  failure to file  income tax  returns,  the Company may have lost any tax
benefits,  which would otherwise arise from prior year net operating  losses. As
of December 31, 2004, the Internal  Revenue Service has not imposed any interest
or penalties for failure to file

Due to  previous  losses,  management  does  not  anticipate  that  interest  or
penalties will be imposed.

ADVERTISING

Advertising costs are to be expensed when incurred. Advertising expenses for the
years ended December 31, 2004 and 2003 were $6,761 and $1,387 respectively.

REVENUE RECOGNITION

The company is in the  process of  developing  and  implementing  accrual  based
revenue recognition policies.

STOCK-BASED  COMPENSATION  - The Company  applies  Accounting  Principles  Board
("APB")  Opinion No. 25,  Accounting for Stock Issued to Employees,  and Related
Interpretations,  in accounting for stock options issued to employees. Under APB
No. 25,  employee  compensation  cost is recognized when estimated fair value of
the  underlying  stock on date of the grant exceeds  exercise price of the stock
option.  For stock  options and warrants  issued to  non-employees,  the Company
applies SFAS No. 123,  Accounting for Stock-Based  Compensation,  which requires
the recognition of compensation  cost based upon the fair value of stock options
at the grant date using the Black-Scholes option pricing model.

The following table  represents the effect on net loss and loss per share if the
Company had applied the fair value based method and  recognition  provisions  of
Statement of Financial  Accounting  Standards  (SFAS) No. 123,  "Accounting  for
Stock-Based  Compensation",  to stock-based employee compensation for the period
ended December 31, 2004:

                                                                        2004
                                                                    -----------
Net loss, as reported                                               $(2,848,153)
Other comprehensive income                                                   --
Add: Stock-based employee compensation expense
     included in reported loss, net of related tax effects                   --
Deduct: Total stock-based employee compensation
        expense determined under fair value based methods
        for all awards, net of related tax effects                     (365,070)
                                                                    -----------

Pro forma net loss                                                  $(3,213,223)
                                                                    ===========
Net loss per common share:

Basic and fully diluted loss per share, as reported                 $     (0.20)
                                                                    ===========
Basic and fully diluted loss per share, pro forma                   $     (0.20)
                                                                    ===========

RECLASSIFICATIONS

Management has made certain  reclassifications to the financial statements as of
December 31, 2003 to conform to the presentation of the financial  statements as
of December 31, 2004.

                                      F-12
<PAGE>
NOTE 3 - PREPAID EXPENSES

The company  entered into an operating  lease agreement on August 10, 2004. This
agreement stated terms of  approximately  $809.10 per month. The company prepaid
the entire balance of the lease during the year.  Accordingly,  the portion that
would be due within the next twelve months is  recognized as a prepaid  expense,
whereas  the amount  providing  benefit to the  company in greater  than  twelve
months is reflected on the financial  statements as a long term prepaid expense.
.. As of December 31, 2004,  the amount of prepaid  expenses  that are short term
are $9,913 and the long-term portion of this prepaid expense is $5,664.

NOTE 4 - REFUNDABLE DEPOSITS

The company  currently  has $13,590 in  refundable  deposits  with the following
people / organizations:

     $10,000   Clerk of Court Bond pertaining to the Camden Holdings/ Mark
               Anderson lawsuit
       3,000   Rental deposit
         265   Nevada Power Company
         245   Southwest Gas Company
          80   City of Henderson
      13,590   Total

NOTE 5 - INTANGIBLE ASSETS

The company currently owns the following intangible assets.  Management has made
a  determination  as of  December  31,  2004 that the assets  are not  impaired,
however,  they have  assessed  an  estimated  useful life for the assets and are
apply an amortization expense against the assets as discussed below:

     Architectural Study Costs              $27,606      10 year estimated
                                                         remaining useful life
         Annual amortization cost             2,761

     Anythingfinancial.com domain name      $11,250      7 year estimated
                                                         remaining useful life
         Annual amortization cost             1,607

The total amortization expense for the year ended December 31, 2004 is $4,368.

The  architectural  study costs  represent  the cost of the  development  of the
prototype  of the workflow  environment  of a new type of  integrated  financial
institution.  The  company  needs  this in the  future  in  order  to  have  its
headquarters to be functional and in line with its overall strategic  objectives
in the financial services industry.

NOTE 6 - NOTES PAYABLE

On September 9, 2003,  the Company  entered into an agreement with an individual
to purchase a  convertible  note for $5,000.  The principal sum plus interest of
10% per annum,  compounded quarterly,  is due and payable within one hundred and
twenty days from the date thereof. Additionally, the Company agreed to issue the
holder  10,000  restricted  shares  of the  Company's  stock.  The  note  may be
converted by the holder upon the maturity  date at a conversion  rate of one (1)
share of the Company's restricted common stock per fifty cents ($0.50) principal
amount of the note.  In the event of default,  the Company  will issue shares of
its restricted common stock at a rate of twelve and a half (12.5) shares per one
dollar ($1.00) principal amount of the note.

On November 14, 2003,  the Company  entered into an agreement with an individual
to purchase a  convertible  note for $2,500.  The principal sum plus interest of
10% per annum,  compounded quarterly,  is due and payable within one hundred and
twenty days from the date thereof. Additionally, the Company agreed to issue the
holder 5,000 restricted shares of the Company's stock. The note may be converted
by the holder upon the maturity  date at a  conversion  rate of one (1) share of

                                      F-13
<PAGE>
the Company's  restricted  common stock per fifty cents ($0.50) principal amount
of the note.  In the event of  default,  the  Company  will issue  shares of its
restricted  common  stock at a rate of twelve and a half  (12.5)  shares per one
dollar ($1.00) principal amount of the note.

On November 19, 2004,  the Company  entered into an agreement with an individual
to purchase a convertible  note for $10,000.  The principal sum plus interest of
8% per annum,  payable  quarterly,  is due and payable within one hundred twenty
days from the date thereof. Additionally, the Company agreed to issue the holder
40,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's restricted common stock per one dollar ($1.00) principal amount of the
note. In the event of default,  the Company will issue shares of its  restricted
common  stock at a rate of four (4)  shares  per one  dollar  ($1.00)  principal
amount of the note.

On November 29, 2004,  the Company  entered into an agreement with an individual
to purchase a convertible  note for $25,000.  The principal sum plus interest of
8% per annum,  payable  quarterly,  is due and payable within one hundred twenty
days from the date thereof. Additionally, the Company agreed to issue the holder
100,000  restricted  shares of the Company's stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's restricted common stock per one dollar ($1.00) principal amount of the
note. In the event of default,  the Company will issue shares of its  restricted
common  stock at a rate of four (4)  shares  per one  dollar  ($1.00)  principal
amount of the note.

On December 7, 2004, the Company  entered into an agreement with two individuals
to purchase a convertible note for $6,000. The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the Company  agreed to issue the holders
24,000  restricted  shares of the Company's  stock. The note may be converted by
the holders upon the maturity date at a conversion  rate of one (1) share of the
Company's restricted common stock per one dollar ($1.00) principal amount of the
note. In the event of default,  the Company will issue shares of its  restricted
common  stock at a rate of four (4)  shares  per one  dollar  ($1.00)  principal
amount of the note.

On December 17, 2004,  the Company  entered into an agreement with an individual
to purchase a convertible note for $5,000. The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
20,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's restricted common stock per one dollar ($1.00) principal amount of the
note. In the event of default,  the Company will issue shares of its  restricted
common  stock at a rate of four (4)  shares  per one  dollar  ($1.00)  principal
amount of the note.

On December 17, 2004, the Company entered into an agreement with two individuals
to purchase a convertible note for $2,500. The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the Company  agreed to issue the holders
10,000  restricted  shares of the Company's  stock. The note may be converted by
the holders upon the maturity date at a conversion  rate of one (1) share of the
Company's restricted common stock per one dollar ($1.00) principal amount of the
note. In the event of default,  the Company will issue shares of its  restricted
common  stock at a rate of four (4)  shares  per one  dollar  ($1.00)  principal
amount of the note.

On December 31, 2004, the Company entered into an agreement with two individuals
to purchase a convertible note for $5,000. The principal sum plus interest of 8%
per annum,  payable  quarterly,  is due and payable  within thirty days from the
date  thereof.  Additionally,  the  Company  agreed to issue the  holders  5,000
restricted  shares of the  Company's  stock.  The note may be  converted  by the
holders  upon the  maturity  date at a  conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On December 31, 2004,  the Company  entered into an agreement with an individual
to purchase a convertible note for $2,000. The principal sum plus interest of 8%
per annum,  payable  quarterly,  is due and payable  within thirty days from the
date  thereof.  Additionally,  the  Company  agreed  to issue the  holder  2,000

                                      F-14
<PAGE>
restricted  shares of the  Company's  stock.  The note may be  converted  by the
holder  upon the  maturity  date at a  conversion  rate of one (1)  share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On December 31, 2004,  the Company  entered into an agreement with an individual
to purchase a convertible note for $3,000. The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
12,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's restricted common stock per one dollar ($1.00) principal amount of the
note. In the event of default,  the Company will issue shares of its  restricted
common  stock at a rate of four (4)  shares  per one  dollar  ($1.00)  principal
amount of the note.

On December 31, 2004,  the Company  entered into an agreement with an individual
to purchase a convertible note for $5,000. The principal sum plus interest of 8%
per annum,  payable  quarterly,  is due and payable  within thirty days from the
date  thereof.  Additionally,  the  Company  agreed  to issue the  holder  5,000
restricted  shares of the  Company's  stock.  The note may be  converted  by the
holder  upon the  maturity  date at a  conversion  rate of one (1)  share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

Shares issued upon conversion plus the shares set forth in the above  paragraphs
shall be subject to the restrictions  pursuant to Rule 144 of the Securities Act
of 1933 and will have "piggyback"  rights of  registration.  All accumulated but
unpaid interest shall be extinguished upon conversion. Should all the holders of
the above  convertible  notes elect  conversion upon the maturity date,  323,500
shares  (including the additional  shares set forth in the agreements)  would be
due and payable by the Company.

In the event the Company  fails to pay the principal and interest due within ten
(10) days following the maturity date, the holder of a convertible  note has the
option to declare the unpaid principal  amount and accrued interest  immediately
due and  payable.  In the event the  Company  fails to cure the  default  within
twenty (20) days,  the Company will issue common  shares at the default rate per
the terms of the agreement in full payment.  All accumulated but unpaid interest
shall be  extinguished.  Should all the holders of the above  convertible  notes
elect conversion under default,  580,750 shares (including the additional shares
set forth in the agreements) would be due and payable by the Company.

On  March  29,  2004,  the  Company  entered  into a  verbal  agreement  with an
individual to purchase a note for $3,500.  The note is non-interest  bearing and
is payable on demand.

In April 2004, the Company agreed to sell 200,000 shares of restricted  stock to
a Nevada Corporation for $0.50 per share. On April 12, 2004, $30,000 was paid to
the Company and on May 10, 2004, $15,000 was paid on behalf of the Company.  The
remaining  balance of $55,000 is no longer  payable to the Company and no shares
payable per this agreement have been or will be issued. At December 31, 2004 the
$45,000 paid to or on behalf of the Company is included in notes payable.

On June 16,  2004,  the Company  entered  into an  agreement  with a Director of
Sutura, Inc., to purchase a note for the principal sum of $25,000. The principal
sum plus  interest on the unpaid  principal at the rate of 8% per annum shall be
due and payable on the ninetieth day from the date in which the Company receives
the principal amount.

On June 25, 2004,  the Company  entered into an agreement  with Sutura,  Inc. to
purchase  a note  for the  principal  sum of  $10,000.  The  principal  sum plus
interest  on the unpaid  principal  at the rate of 8% per annum shall be due and
payable on the  ninetieth  day from the date in which the Company  receives  the
principal amount.

On July 2, 2004,  the  Company  entered  into an  agreement  with a Director  of
Sutura, Inc. to purchase a note for the principal sum of $20,000.  The principal
sum plus  interest on the unpaid  principal at the rate of 8% per annum shall be
due and payable on the ninetieth day from the date in which the Company receives
the principal amount.

                                      F-15
<PAGE>
On November 29, 2004,  the Company  entered into a  non-interest  bearing verbal
agreement  to repay an  individual  for $865 of  expenses  paid on behalf of the
Company  without  specific  repayment  terms.  On January 28, 2005,  the Company
agreed to purchase a  convertible  note for  $20,865,  which  included  the $865
detailed above.

As of December 31, 2004 total notes payable equaled $175,365.

The company is relying on both APB 14, "Accounting for Convertible Debt and Debt
Issued with Stock Purchase Warrants" and EITF 00-19,  "Accounting for Derivative
Financial Instruments Accounting for Derivative Financial Instruments Indexed to
or Potentially  Settled in Indexed to or Potentially  Settled in a Company's Own
Stock" for  treatment  of the  convertible  debt.  They  require  the company to
expense the "Beneficial  Conversion Feature" in the current year. This means the
difference  between the fair value of the common stock and the conversion  price
will be amortized over the term of the note. The company  recorded an expense of
$155,813  related to prior  convertible  notes issued during the year to reflect
the beneficial conversion (or non-cash interest expense) give (See Note 8).

NOTE 7 - NOTES PAYABLE - RELATED PARTY

On July 9, 2004,  the Company  entered  into an  agreement  with Ham  Consulting
Company,  a principal  shareholder  of the  Company,  to purchase a note for the
principal sum of $5,000. The principal sum plus interest on the unpaid principal
at the rate of 8% per annum shall be due and payable on the  ninetieth  day from
the date in which the Company receives the principal amount.

On August 5, 2004,  the Company  entered into an agreement  with the officers of
the Company to purchase a note for the principal  sum of $16,500.  The principal
sum plus  interest on the unpaid  principal at the rate of 8% per annum shall be
due and payable on the ninetieth day from the date in which the Company receives
the principal  amount.  During the fourth  quarter,  the Company made  principal
payments of $10,305, leaving a remaining balance of $6,195 at December 31, 2004.

On August 20, 2004,  the Company  entered into an agreement with the officers of
the Company to purchase a note for the  principal  sum of $2,700.  The principal
sum plus  interest on the unpaid  principal at the rate of 8% per annum shall be
due and payable on the ninetieth day from the date in which the Company receives
the principal amount.

On September 4, 2004, the Company entered into an agreement with the officers of
the Company to purchase a note for the  principal  sum of $3,500.  The principal
sum plus  interest on the unpaid  principal at the rate of 8% per annum shall be
due and payable on the ninetieth day from the date in which the Company receives
the principal amount.

On September 13, 2004,  the Company  entered into an agreement with the officers
of the Company to purchase a note for the principal sum of $5,000. The principal
sum plus  interest on the unpaid  principal at the rate of 8% per annum shall be
due and payable on the ninetieth day from the date in which the Company receives
the principal amount.

On September 30, 2004,  the Company  entered into an agreement with the officers
of the Company to purchase a note for the principal sum of $9,150. The principal
sum plus  interest on the unpaid  principal at the rate of 8% per annum shall be
due and payable on the ninetieth day from the date in which the Company receives
the principal amount.

On October 22, 2004, the Company  entered into an agreement with the officers of
the Company to purchase a note for the principal sum of $950.  The principal sum
plus  interest on the unpaid  principal at the rate of 8% per annum shall be due
and payable on the ninetieth day from the date in which the Company receives the
principal amount.

As of December 31, 2004 total related party notes payable equaled $32,495.

                                      F-16
<PAGE>
NOTE 8 - CONVERTIBLE NOTES PAYABLE AND DEBENTURES

Convertible  debentures  consist  of the  following  at  December  31,  2004 and
December 31, 2003:

                                                             2004          2003
                                                             ----          ----
8% convertible subordinated debentures,  due in January
2005,  convertible  into shares of common  stock at any
time prior to maturity.  Interest is payable quarterly,
and principal is due at maturity.                          $ 12,000       $   --

8% convertible  subordinated  debentures,  due in March
2005,  convertible  into shares of common  stock at any
time prior to maturity.  Interest is payable quarterly,
and principal is due at maturity.                            35,000           --

8% convertible  subordinated  debentures,  due in April
2005,  convertible  into shares of common  stock at any
time prior to maturity.  Interest is payable quarterly,
and principal is due at maturity.                            16,500           --

10% convertible subordinated  debentures,  due in March
2004,  convertible  into shares of common  stock at any
time prior to maturity.  Interest is payable quarterly,
and principal is due at maturity.                             2,500           --

10% convertible subordinated debentures, due in January
2004,  convertible  into shares of common  stock at any
time prior to maturity.  Interest is payable quarterly,
and principal is due at maturity.                             5,000           --
                                                           --------       ------
                                                             71,000           --

Less: Unamortized Discount                                        0           --
                                                           --------       ------
Total debt                                                   71,000           --
Less: current portion                                             0           --
                                                           --------       ------

Convertible debentures, less current portion               $ 71,000       $   --
                                                           --------       ------

Included  in  the  above  values  is $0  of  accrued  interest  related  to  the
convertible  notes as of  December  31,  2004.  All  accrued  interest  has been
expensed as of December 31, 2004.

The company is relying on both APB 14, "Accounting for Convertible Debt and Debt
Issued with Stock Purchase Warrants" and EITF 00-19,  "Accounting for Derivative
Financial Instruments Accounting for Derivative Financial Instruments Indexed to
or Potentially  Settled in Indexed to or Potentially  Settled in a Company's Own
Stock" for  treatment  of the  convertible  stock.  They  require the company to
expense a portion of the  "Beneficial  Conversion  Feature" in the current year.

                                      F-17
<PAGE>
This means the  difference  between  the fair value of the common  stock and the
conversion  price will be amortized over the term of the note (3 years).  Should
the  lender(s)  convert some or all of their notes prior to the term expiring or
at a different price, the accrued amounts will be adjusted accordingly.

The fair value of the debt discount  associated with the stock conversion at the
time of issuance was $0,  should there have been one, it would be amortized as a
non-cash interest expense over the term of the convertible  debt.  Proceeds from
the  issuance of these  convertible  debentures  were used for  working  capital
purposes.

The fair value of the debt  discount  associated  with the warrants was $155,813
and was taken as an expense on December 31, 2004.

NOTE 9 - RELATED PARTY TRANSACTIONS

On April 2, 2003,  the Company  entered into an  employment  agreement  with the
President of the Company (the  "Employee").  The terms of the agreement  include
the following:  base salary of $300,000 per annum with annual  increases of 10%,
medical/dental  insurance,  group  life  insurance,  a bonus of 1% of the pretax
profits of the Company, stock options, and various other employee benefits.

On April 2, 2003, the Company entered into an employment agreement with the Vice
President  and  Secretary  of the  Company  (the  "Employee").  The terms of the
agreement  include the following:  base salary of $105,000 per annum with annual
increases  of 8%,  medical/dental  insurance,  a bonus of  0.10%  of the  pretax
profits of the Company, stock options, and various other employee benefits.

Per the employment  agreements detailed above, the Employee shall be entitled to
purchase a share of the common  stock  (restricted  pursuant to Rule 144) of the
Company for each dollar of  compensation  received  during that year. The option
will be at a strike  price of two  dollars  ($2.00)  per share.  The  underlying
shares shall have "piggyback"  rights of registration.  These stock options will
terminate  one (1) year from the date the Employee is no longer  employed by the
Company.  During  2004,  the  Board  reinstated  the  April 2,  2003  employment
agreements  containing the new stock option at a strike price of $0.40 per share
from July 16, 2004 forward.

Per the employment agreements detailed above, a vehicle shall be provided to the
Employee at the Company's expense at the earliest feasible time. During the year
ended December 31, 2004,  the Company  entered into a vehicle  operating  lease,
which calls for monthly  payments of $809 for a term of twenty four  months.  At
December  31,  2004,  $9,913 of prepaid  lease  payments was included in current
assets and $5,664 was included in other assets.

As of December  31,  2004,  the officers of the Company are due $32,495 from the
Company.  During the year ended December 31, 2004, the Company incurred interest
expense of $1,002 in  connection  with  notes  payable  to the  officers  of the
company.

At a special  meeting held on April 15, 2004,  the Company's  Board of Directors
resolved  that  all  rights  and  ownership  of the  insurance  agency  shall be
relinquished  to the  President  of the Company or his  assigns for $2,833.  The
insurance agency transfer shall be effective April 1, 2004.

It was further  resolved  at the above  meeting of Board of  Directors  that the
Company  shall  relinquish  all rights and  ownership  of the  Kirchman  Banking
Software and Licenses under the Dimension  License Agreement to the President of
the Company or his assigns for $2,500.00.  At a special meeting held on November
30, 2004,  the Company's  Board of Directors  resolved that the Company shall be
granted all rights and ownership of the Kirchman  Banking  Software and Licenses
under the  Dimension  License  Agreement to the  President of the Company or his
assigns for $2,500.00. This transfer/assignment shall be completed upon approval
from Kirchman Corporation.

Salary  expense for the years ended  December 31, 2004 and 2003 was $433,800 and
$359,250,  respectively.  At a special  meeting  held on  November  30, 2004 the
Company's Board of Directors resolved to issue shares of its common stock to the

                                      F-18
<PAGE>
officers of the Company in exchange for accrued  wages  valued at $573,375  (see
Note 10).  As of  December  31, 2004  accrued  wages of $619,425  are due to the
officers of the Company.

For the years  ended  December  31, 2004 and 2003,  consulting  fees paid to the
officers of the Company were $27,041 and $25,924, respectively

In June,  2004,  the  Company  paid  $10,000 to Fusion  Capital  Fund II, LLC as
reimbursement for expenses related to the July 20, 2004 agreement.

The  headquarters of the company are located at 12 Winding Road,  Henderson,  NV
89052.
The company pays for meals and  entertainment  expenses where  management  feels
pertain to business,  whether they were with  potential  employee / consultant /
business associates and where business matters were discussed. During the twelve
months ended 2004, approximately $8,392 was spent on meals for business.

NOTE 10 - STOCKHOLDERS' DEFICIT

As of December 31, 2003 there were 14,589,751 shares of stock outstanding.

On June 9, 2004,  the Company issued 25,000 shares of its common stock to Fusion
Capital  Fund II, LLC as  reimbursement  for expenses  related to the  agreement
dated July 20,  2004.  The value of these  shares  was based on the fair  market
value as of the date of the transaction, which was $33,250.

On June 17, 2004, the Company issued 1,895,000 shares of its common stock to the
holders  of  convertible  notes in full  payment  per the terms set forth in the
agreements.

On June 17, 2004,  the Company  issued  50,000 shares of its common stock to the
holder of a note dated  August 27, 2003 in  exchange  for the  extending  of the
note.  The value of these  shares was based on the fair  market  value as of the
date of the transaction, which was $65,000.

On June 17,  2004,  the Company  issued  416,500  shares of its common  stock in
exchange for  professional  services per the terms of the agreements dated March
20,  2004.  The value of these  shares was based on the  strike  price as of the
close of business on March 19, 2004,  which was $0.90, or a total contract value
of $374,850.

On June 17,  2004,  the Company  issued  166,500  shares of its common  stock in
exchange for professional  services.  The value of the services was based on the
fair market value as of the date of the transaction, which was $32,508.

On July 8, 2004,  the Company  issued  17,716 shares of its common stock as full
payment on accounts  payable of $21,791.  The number of shares  issued was based
upon the bid price per share on the date of the transaction, which was $1.23.

On July 20,  2004,  the Company  issued  681,818  shares of its common  stock to
Fusion Capital Fund II, LLC in exchange for future professional  services valued
at $1,050,000 per the terms of the agreement  dated July 20, 2004. The number of
shares  issued was based on the ten-day  average of the closing  price per share
prior to June 7,  2004,  which was  $1.54.  The total  value of  $1,050,000  was
previously  included in stock subscriptions at September 30, 2004, but has since
been expensed due to the termination of the agreement.

On September 22, 2004,  the Company  issued 25,000 shares of its common stock in
exchange for  professional  services per the terms of the  consulting  agreement
dated  August 4,  2004.  The value of these  services  was deemed to be the fair
market value as of the close of  business,  which was $1.50 per share or $37,500
total.

On September 22, 2004,  the Company  issued 75,000 shares of its common stock in
exchange for  professional  services per the terms of the  consulting  agreement
dated  September 6, 2004.  The value of these services was deemed to be the fair
market value as of the close of business,  which was $1.50 per share or $112,500
total.

                                      F-19
<PAGE>
On December 1, 2004, the Company issued  1,508,881 shares of its common stock to
the  officers of the Company in exchange  for accrued  wages valued at $573,375.
The  number  of  shares  issued  was  based  upon the bid  price per share as of
November 30, 2004, the date of resolution, which was $0.38.

As of December 31, 2004, there were 19,451,166 shares of stock outstanding.

All stock  subscriptions which were issued during the year have been expensed as
of  December  31,  2004 due to  canceled  contracts  or  management  feeling the
potential services / monies were not to be received.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

The Company has entered into an agreement  with an attorney to provide legal and
business  counsel  services.  The agreement calls for monthly payments of $3,500
and can be terminated by mutual agreement  between the parties.  For each of the
years ended  December 31, 2004 and 2003,  the Company has  incurred  expenses of
$42,000.

In April 2001,  the Company  entered into an  agreement  with an  individual  to
identify  investors,  underwriters,  joint venturers,  lenders and/or guarantors
interested in providing  financing for the Company.  The Company  cancelled this
agreement in June, 2004.

The Company  entered  into a consulting  agreement  dated March 20, 2004 with an
individual (the  "Consultant")  to consult with the Company  concerning  matters
relating  to  Corporate  Projects  and all  other  facets of  operations  deemed
necessary by the Company. The Consultant was paid forty thousand (40,000) shares
of restricted  stock of the Company with piggyback  registration  rights in full
payment of all work the Consultant had done prior to this agreement,  if any, up
to the end of the term of this  agreement.  The value of these shares was deemed
to be the price as of the close of business on March 19,  2004,  which was $0.90
or a total contract value of $36,000.

The Company  entered  into a consulting  agreement  dated March 20, 2004 with an
individual (the  "Consultant")  to consult with the Company  concerning  matters
relating to human resources and other facets of operations  deemed  necessary by
the  Company.  The  Consultant  was  paid  fifty  thousand  (50,000)  shares  of
restricted  stock of the  Company  with  piggyback  registration  rights in full
payment of all work the Consultant had done prior to this agreement,  if any, up
to the end of the term of this  agreement.  The  value of these  shares  was the
price as of the close of business on March 19, 2004,  which was $0.90 or a total
contract value of $45,000.

The Company  entered  into a consulting  agreement  dated March 20, 2004 with an
individual (the  "Consultant")  to consult with the Company  concerning  matters
relating to the duties of a Chief Information Officer, including managing of the
computer system  technology and all other facets of operations  deemed necessary
by the Company.  The Consultant was paid three hundred twenty-six  thousand five
hundred  326,500  shares  of  restricted  stock of the  Company  with  piggyback
registration rights in full payment of all work the Consultant had done prior to
this agreement,  if any, up to the end of the term of this agreement.  The value
of these  shares was deemed to be the price as of the close of business on March
19, 2004, which was $0.90 or a total contract value of $293,850.

In March  2004,  the  Company  ("Purchaser")  entered  into an asset and license
purchase  agreement with U.S. Probe,  Inc., a Nevada  Corporation  ("Seller") to
acquire an exclusive  fifteen-year license to develop vascular  applications and
products for medical uses and  applications  from the source  product of Seller.
The  purchase  price equal to  $3,600,000  was to be paid in common stock of the
Purchaser that is valued at $2.00 per share. The principal of U.S. Probe is also
the  principal of Camden  Holdings,  Inc. On June 4, 2004 the Company  cancelled
this agreement.  As a result,  the product  development  license and the related
stock payable were removed from the Company's books as of June 30, 2004.

On July 9, 2004,  the Company  entered into an agreement and plan of merger with
Sutura, Inc., a private Delaware  corporation based in California.  Sutura, Inc.
is a medical device company that has developed a line of vessel closure  devices
to suture the  puncture  created in the  femoral  artery  during  catheter-based
procedures, primarily in the fields of cardiology and radiology.

                                      F-20
<PAGE>
On July 20, 2004, the Company entered into a common stock purchase agreement and
registration  rights  agreement  with  Fusion  Capital  Fund II, LLC an Illinois
limited liability  company in connection with the proposed Sutura,  Inc. merger.
Under  the  terms of the  financing  agreement,  Fusion  Capital  had  agreed to
purchase from the surviving company,  after the merger had been consummated,  up
to $15.0 million of the surviving company's common stock over a 30-month period.
Specifically,  after the Securities & Exchange Commission had declared effective
a registration statement, each month the surviving company had the right to sell
Fusion  Capital  $500,000 of its common stock at a purchase price based upon the
market  price of the common  stock on the date of each sale,  without  any fixed
discount to the market price.

On October  25,  2004,  the  Company  filed a  registration  statement  with the
Securities and Exchange Commission which stated that both Sutura, Inc and Fusion
Capital  Fund II, LLC had  expressed  their  intention  not to proceed  with the
contractual undertakings and are pursuing an alternate arrangement,  provided by
Fusion,  with  another  company  in  which  Fusion  has a  substantial  economic
interest.

On  August  4,  2004,  the  Company  entered  into an  agreement  with  Vosnuevo
Communications   (the   "Contractor")  to  provide  services  as  are  generally
consistent  with  the  duties  of  public   relations  and  investor   relations
representatives.  On August 9, 2004 the Company  cancelled said  agreement,  and
issued 25,000  restricted  shares of its common stock to Contractor on September
22, 2004 in full payment of services rendered (See Note 10).

On September 6, 2004, the Company  entered into an agreement with ERS Consulting
(the "Consultant") to perform the following services:  consult with the officers
concerning matters relating to investor relations,  maximizing shareholder value
and market  liquidity  and  others to  promote  awareness  and  exposure  of the
Company.  As compensation  for all services  rendered under this agreement,  the
Company issued 75,000 restricted  shares of its common stock to Consultant.  The
agreement began on September 6, 2004 and expired sixty days later on November 6,
2004.

On December 1, 2004,  the Company  entered  into an  agreement  with KMA Capital
Partners,  Ltd. (the "Advisor") to consult with and advise the Company regarding
its business,  business plan and contemplated business operations. In particular
the Advisor will provide the following  specific  advisory  services:  strategic
planning,   financing,   mergers  and   acquisitions  and  financial  media  and
publications.  Compensation  for the  financial and media  publication  services
shall be $25,000  per  month,  to be  prepaid  in  $10,000  cash and  $15,000 in
restricted common stock of the Company based on a running ten day average of the
closing price.  Compensation for the strategic  planning,  financing and mergers
and acquisitions services shall be based on success fees of a 3% finder's fee on
any capital raised, 3% on any acquisitions  negotiated and closed by the Advisor
and a one-time fee of 4.9% of equity.  The term of this agreement  shall be from
December 1, 2004 to December 1, 2005.

NOTE 12 - GOING CONCERN

These  financial  statements  have been  prepared in accordance  with  generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal  course of  business.  As of  December  31,  2004,  the  Company  had
recognized  little  revenue  to date and had  accumulated  operating  losses  of
approximately $8,161,417 since inception. The Company's ability to continue as a
going concern is contingent upon its ability to successfully  develop and market
its  products,  meet future  financing  requirements,  and achieve and  maintain
profitable  operations.  While the  Company  is  expending  its best  efforts to
achieve the above  plans,  there is no  assurance  that any such  activity  will
generate funds that will be available for operations.

NOTE 13 - LITIGATION

On November 18, 2003 the Company entered into a consulting agreement with Camden
Holdings,  Inc., a Nevada corporation (the "Consultant") to provide services set
forth for the purpose of mergers,  acquisitions and locating companies which can
be purchased by the Company. Per the terms of the agreement,  the Consultant was
to  bring  to the  Company  acquisitions,  which  have no  negative  cash  flow,
valuation of at least two million  dollars,  no outstanding debt and no material
litigation.  The term of the agreement was for one year and compensation for all

                                      F-21
<PAGE>
services  rendered  shall be $500,000.  On December 17, 2003 the Company  issued
505,051 shares of its common stock to the Consultant as full  compensation.  The
number of  shares  issued  was  based  upon the bid price of the stock as of the
effective  date of the agreement,  which was $0.99.  On June 4, 2004 the Company
cancelled the agreement and demanded the return of the 505,051  shares issued as
compensation.

On June 10, 2004 the Company  filed a complaint  with the Clark  County,  Nevada
District Court (the "Court")  alleging that Camden Holdings,  Inc.  breached the
consulting  agreement dated November 18, 2003 in several material respects.  The
Company is seeking the return of the 505,051  shares issued to Camden  Holdings,
Inc. and  reimbursement  for  reasonable  attorneys' and court fees. On June 22,
2004 the Court ordered a preliminary injunction restricting the sale or transfer
of said shares.

NOTE 14 - RECENT PRONOUNCEMENTS

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of
ARB No. 43,  Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43,  Chapter
4, Inventory  Pricing,  to clarify the  accounting for abnormal  amounts of idle
facility expense,  freight, handing costs, and spoilage. This statement requires
that those items be recognized as current period  charges  regardless of whether
they meet the  criterion of "so abnormal"  which was the criterion  specified in
ARB No. 43. In  addition,  this  Statement  requires  that  allocation  of fixed
production  overheads to the cost of production  be based on normal  capacity of
the  production  facilities.  This  pronoucement  is  effective  for the Company
beginning  October 1, 2005.  The  Company  does not  believe  adopting  this new
standard will have a significant impact to its financial statements.

In  December  2004,  the FASB issued SFAS No. 123  (revised  2004).  Share-Based
Payment,  which  is a  revision  of SFAS No.  123,  Accounting  for  Stock-Based
Compensation.  SFAS No. 123(R)  supersedes  APB Opinion No. 25,  Accounting  for
Stock  Issued to  Employees  and amends  SFAS No. 95,  Statement  of Cash Flows.
Generally,  the approach in SFAS No. 123(R) is similar to the approach described
in SFAS No. 123. However,  SFAS No. 123(R) requires all share-based  payments to
employees,  including grants of employee stock options,  to be recognized in the
income  statement based on their fair values.  Pro forma disclosure is no longer
an alternative.  The new standard will be effective for the Company in the first
interim or annual  reporting  period  beginning  after  December 15,  2005.  The
Company expects the adoption of this standard will have a material impact on its
financial statements assuming employee stock options are granted in the future.

NOTE 15 - SUBSEQUENT EVENTS

On January 21, 2005, the Company  terminated the December 1, 2004 agreement with
KMA  Capital  Partners  in  regards  to the  financial  media  and  publications
services.  The sections of the  agreement  relating to the  strategic  planning,
financing,  and merger and acquisition  services, by which compensation is based
on success fees, are to remain in effect.

On February  14,  2005,  the Company  filed a complaint  with the Clark  County,
Nevada District Court (the "Court")  against Sutura,  Inc.,  Fusion Capital Fund
II, LLC and Fusion  Capital  Partners  (the  "Defendants")  on  numerous  counts
relating to the  agreements  entered  into on July 9 and July 20, 2004 (See Note
11). The counts included the following:  breach of contract against Sutura, Inc,
tortuous  interference  with contract  against  Fusion  Capital Fund II, LLC and
Fusion Capital  Partners,  LLC and conspiracy to breach implied covenant of good
faith and fair  dealing  against  all three  entities.  The  Company  is seeking
judgment  against the Defendants  damages in an amount in excess of $10,000 plus
interest,  reasonable  attorney's fees and costs of suit incurred and such other
and further relief the Court deems just and proper.

                                      F-22