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

                                   FORM 10-KSB

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

For the fiscal year ended December 31, 2001       Commission File Number 0-28431


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

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

                       3800 Old Cheney Road Suite 101-222
                               Lincoln, NE 68516
          (Address of Principal Executive Offices Including Zip Code)

                                 (402) 434 5690
                         (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 $3,433.00

Number of  shares  outstanding  of each of the  registrant's  classes  of common
equity,  (par value $.05) as of December  31,  2001 is  12,328,904.  The closing
price of the shares on May 10,  2002 was $0.15.  The market  value of the Common
Shares held by non-affiliates was $430,033.00.

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). An 8-K filed on April 4, 2001 as amended by an 8-K filed on April 6, 2001
announcing  a  change  in  registrant's  certifying  accountant  with a  further
amendment  dated July 12, 2001. An 8-K filed on May 25, 2001 announcing that the
registrant  had been  delisted  from the OTC BB. The  information  found in this
paragraph  (2) is  incorporated  in Part III  13(b).  The  original  controlling
shareholder and subsequent  controlling  shareholder filed Schedules 13D and 13G
which are incorporated by reference.

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

                                      INDEX

                                                                           PAGE
                                                                           ----
                                     PART I

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

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

                                    PART II

ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS                                                             3
ITEM 6.  MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION                       3
ITEM 7.  FINANCIAL STATEMENTS                                                5
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL MATTERS                                               5

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                   6
ITEM 10. EXECUTIVE COMPENSATION                                              7
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      7
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      8
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                    8
SIGNATURES                                                                   9
FINANCIAL STATEMENTS                                                        F-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 financial services 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 has entered into a Letter of Intent to acquire, with stock and cash,
a life insurance company. The company was unable to close this transaction.

                                       1
<PAGE>
The Company is also forming 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 Company will be headquartered  in Lincoln,  Nebraska and will
not, at least initially,  have traditional banking offices.  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
Internet insurance company will commence operation as soon as possible after the
transaction is closed.

The Company will 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.

The company  incurred  $73,422 in development  costs for  proprietary  insurance
products  from Mr. Ham.  Furthermore,  in that the  Company is strictly  service
orientated, there have been no costs associated with environmental compliance.

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

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 3800 Old Cheney Road Suite 101 222 Lincoln,
NE 68516 and the telephone number is (402) 434 5690. The Company leases space in
the  building  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.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any litigation  and to its  knowledge,  no action,
suit or proceedings against it has been threatened by any person or entity.

                                       2
<PAGE>
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters have been submitted to a vote of security holders.

                                     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  the high and low sales
prices for each quarter from 3/31/00 to date as follows:

     Quarter              High               Low                Close
     -------              ----               ---                -----
     3/31/00              0.125              0.001              0.125
     6/30/00              2.00               0.62               0.59
     9/30/00              1.06               0.37               0.50
     12/31/00             1.06               0.13               0.19
     3/31/01              0.56               0.125              0.125
     6/30/01              0.30               0.02               0.032
     9/30/01              0.80               0.80               0.80
     12/31/01             0.25               0.25               0.25

(b) There are approximately 947 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.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

Millenium  Holding  Group,  Inc.  (OTC  BB:MNHG) is a publicly  traded and fully
reporting financial services 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.  The  officers  and  directors of the
Company have years of experience in the insurance industry.  The Company is also
actively  pursuing the creation of an Internet  National  Bank and exploring the
possibility  of forming or  acquiring  a Broker  Dealer in order to service  the
securities market.

In order to receive a charter to operate an Internet  National Bank, the Company
will  follow the  requirements  as set by the Office of the  Comptroller  of the
Currency (OCC). The organizers understand the national banking laws, regulations
and sound  banking  operations  and  practices.  The Board of  Directors  of the
Company has years of experience in the financial  management field and has begun
recruiting  competent management with the ability and experience to successfully
operate a bank of this type in a safe and sound manner.

                                       3
<PAGE>
Richard Ham and Ham Consulting Company, the principal shareholders, will 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 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 or the existing shareholders will re-invest
on a private  basis.  The  Company  will  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 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
Systems 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.

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

                                       4
<PAGE>
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.

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.

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

On January 24, 2001, Dana F. Cole & Co. of Lincoln  Nebraska,  the  registrant's
certifying  accountant  decided  to  withdraw  as  the  registrant's   principal
accountant.  The principal  accountant's report on the financial  statements for
the past year contained no adverse  opinion or a disclaimer of opinion,  nor was
qualified nor modified as to uncertainty, audit scope, or accounting principals.

During the registrant's two most recent fiscal years and any subsequent  interim
period preceeding said withdrawal,  there were no disagreements  with the former
accountants  on any matter of  accounting  principals  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 22, 2001 retained Hanigan Bjorkman and Ecklund,  LLP of
Lincoln, Nebraska as its principal accountant. Neither the registrant nor anyone
on its staff has consulted Hanigan Bjorkman and Ecklund, LLP 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
Hanigan Bjorkman and Ecklund, LLP.

Subsequent to the  appointment of Honigan  Bjorkman and Ecklund,  the registrant
was advised by the accountant that it was not qualified to perform an audit on a
public company. The firm was immediately discharged. During the registrant's two
most recent  fiscal years and any  subsequent  interim  period  proceeding  said
withdrawal,  there  were no  disagreements  with the former  accountants  on any
matter of accounting principals 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,  June  19,  2001  retained  Hobe & Lucas  Certified  Public
Accountants, Inc. of Independence, Ohio as its principal accountant. Neither the
registrant nor anyone on its staff has consulted Hobe & Lucas  Certified  Public
Accountants,  Inc 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 Hobe & Lucas  Certified  Public
Accountants, Inc

                                       5
<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             48        President, Treasurer and Member of the
                                     Board of Directors

Carla Aufdenkamp           39        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-five  years  experience in the financial  planning and
insurance  industry.  For the past seventeen of those twenty-five  years, he has
been  involved in project  management  and business  consulting.  Seven of those
seventeen 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 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 five years as its  administrator  and is
employed by the Company. Ms. Aufdenkamp is married to Mr. Ham.

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.

                                       6
<PAGE>
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 4 was
filed,  even though the shares of stock had not been received by the shareholder
as of the date of filing,  by those  required to file said report  covering  the
change of beneficial  ownership of  securities.  It is also clear that schedules
13D and 13G were filed.

ITEM 10. EXECUTIVE COMPENSATION

The President of the Company has been accruing a monthly salary of $7,500.00 and
the Secretary accrues $3,500.00  monthly.  The salaries have been accruing since
January 1, 2001.

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. (*)                  2,099,455                  17%
3800 Old Cheney Road Ste 101-222
Lincoln, NE 68516

Richard L. Ham
3800 Old Cheney Road Ste 101-222             7,362,559                  59.7%
Lincoln, NE 68516

All Executive Officers and
Directors as a Group (2)                     9,462,014                  76.7%

----------
(*)  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.

                                       7
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no parents of this small business Company.

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.  However,  there has been a purchase,  for
restricted stock, of certain  insurance  products from Mr. Ham by the Company as
disclosed  in a  certain  8 K  dated  February  18,  2000  and  incorporated  by
reference.

There are no parents of this small business Company.

ITEM 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 10 SB on December 9, 1999 and incorporated
          by reference

     3.3  Computation per share earnings in filed with Form 10 SB on December 9,
          1999  and   incorporated   by  reference  and  in  current   financial
          statements.

(b) Reports on Form 8-K

The Company filed two (2) reports on Form 8-K during 2001.

     On April 4, 2001 as amended by an 8-K filed on April 6, 2001  announcing  a
     change in registrant's certifying accountant with a further amendment dated
     July 12, 2001.

     On May 25, 2001  announcing  that the registrant had been delisted from the
     OTC BB.

Schedules  13D and 13G were also  filed by Mr.  Ham on March  6th and 7th,  2000
respectively.

                                       8
<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.


May 13, 2002                            /s/ Richard L. Ham
                                        ---------------------------------
                                        Richard L. Ham,
                                        Director and President


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

                                       9
<PAGE>



                          MILLENIUM HOLDING GROUP, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


                                       10
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
Millenium Holding Group, Inc.
Lincoln, Nebraska

We have audited the accompanying balance sheets of Millenium Holding Group, Inc.
(a  Development  Stage Company) as of December 31, 2001 and 2000 and the related
statements  of  income,  stockholders'  equity and cash flows for the years then
ended and the period  beginning  January 1, 1999  (inception) and ended December
31, 2001.  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 conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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, 2001 and 2000 and the results of its  operations and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

As  discussed in Notes 1 and 11, the Company has been in the  development  stage
since its reactivation and inception in December,  1999.  Realization of a major
portion of its assets is dependant  upon the Company's  ability to  successfully
develop and market its  products,  meet future  financing  requirements  and the
success of its future  operations.  These factors raise  substantial doubt about
the Company's ability to continue as a going concern.


                                    /s/ Hobe & Lucas
                                    Certified Public Accountants, Inc.

Cleveland, Ohio
April 17, 2002

                                      F-1
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                           DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                      2001              2000
                                                                   -----------       -----------
                                     ASSETS
<S>                                                                <C>               <C>
Assets
  Cash in bank                                                     $       139       $        43
  Architectural study costs                                             21,325                --
  Prepaid expense                                                       10,000                --
  Overriding royalty interest - Rusk and Harrison
   Counties, Texas                                                           1                 1
                                                                   -----------       -----------

       Total Assets                                                $    31,465       $        44
                                                                   ===========       ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
  Accounts payable                                                 $   170,888       $    38,807
  Accrued wages - stockholder                                          225,750            93,750
  Accrued payroll taxes                                                 17,874             7,774
  Accounts payable - stockholder                                        80,428            68,886
                                                                   -----------       -----------

       Total Liabilities                                               494,940           209,217
                                                                   -----------       -----------
Stockholders' Equity
  Common stock, $.05 par value, 50,000,000 shares authorized,
   12,328,904 - 2001 and 11,511,904 - 2000 shares issued
   and outstanding                                                     616,445           575,595
  Paid-in capital                                                    2,108,627         2,038,502
  Prior retained earnings (deficit)                                 (2,496,624)       (2,496,624)
  (Deficit) accumulated during the development stage                  (691,923)         (326,646)
                                                                   -----------       -----------

       Total Stockholders' Equity (Deficit)                           (463,475)         (209,173)
                                                                   -----------       -----------

           Total Liabilities and Stockholders' Equity              $    31,465       $        44
                                                                   ===========       ===========
</TABLE>
                 See accompanying notes to financial statements

                                       F-2
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME
                FOR THE YEAR ENDED DECEMBER 31, 2001 AND 2000 AND
        THE PERIOD FROM JANUARY 1, 1999 (INCEPTION) TO DECEMBER 31, 2001


<TABLE>
<CAPTION>
                                                                                 January 1, 1999
                                   For the Year Ended     For the Year Ended      (Inception) to
                                    December 31, 2001      December 31, 2000     December 31, 2001
                                    -----------------      -----------------     -----------------
<S>                                    <C>                    <C>                   <C>
Revenues                               $   3,433              $   4,818             $  13,851
                                       ---------              ---------             ---------
Expenses
  Salaries and wages                     132,000                 90,000               225,750
  Payroll tax expense                     10,100                  7,326                17,874
  Development costs                           --                 73,422                73,422
  Office expenses                         38,832                 23,756                63,957
  Consulting fees                        102,315                 61,679               163,994
  Professional fees                       85,463                 50,139               160,777
                                       ---------              ---------             ---------

Total Expenses                           368,710                306,322               705,774
                                       ---------              ---------             ---------
Net (Loss) Before Provision for
 Income Taxes                           (365,277)              (301,504)             (691,923)

Provision for Income Taxes                     0                      0                     0
                                       ---------              ---------             ---------

Net Income (Loss)                      $(365,277)             $(301,504)            $(691,923)
                                       =========              =========             =========
Net (Loss) Per Common Share
  Basic                                $    (.03)             $    (.02)            $    (.08)
                                       =========              =========             =========
  Diluted                              $    (.03)             $    (.02)            $    (.08)
                                       =========              =========             =========
</TABLE>
                 See accompanying notes to financial statements

                                       F-3
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
          FOR THE YEAR ENDED DECEMBER 31, 2001 AND 2000 AND THE PERIOD
              FROM JANUARY 1, 1999 (INCEPTION) TO DECEMBER 31, 2001


<TABLE>
<CAPTION>
                                              Common Stock                         Prior       Deficit from
                                           --------------------      Paid-in      Retained      Development
                                           Shares        Amount      Capital      Earnings         Stage       Totals
                                           ------        ------      -------      --------         -----       ------

<S>                                     <C>           <C>          <C>          <C>            <C>          <C>
BALANCES, December 31, 1998              21,888,124    $1,094,406   $1,402,219   $(2,496,624)   $       0    $       1
  Reverse stock split on June 2, 1999   (21,183,255)
  Net loss, December 31, 1999                                                                     (25,142)     (25,142)
                                        -----------    ----------   ----------   -----------    ---------    ---------

BALANCES, December 31, 1999                 704,869     1,094,406    1,402,219    (2,496,624)     (25,142)     (25,141)
  Stock for professional services           225,000        11,250       32,800                                  44,050
  Acquisition of assets for stock         1,488,815        74,441       (1,019)                                 73,422
  5 for 1 forward stock split             9,093,220      (604,502)     604,502                                       0
  Net (loss), December 31, 2000                                                                  (301,504)    (301,504)
                                        -----------    ----------   ----------   -----------    ---------    ---------

BALANCES, December 31, 2000              11,511,904    $  575,595   $2,038,502   $(2,496,624)   $(326,646)   $(209,173)
  Stock for professional services           344,500        17,225       41,250                                  58,475
  Stock issued on default of
   convertible note                         472,500        23,625       28,875                                  52,500
  Net (loss), December 31, 2001                                                                  (365,277)    (365,277)
                                        -----------    ----------   ----------   -----------    ---------    ---------

BALANCES, December 31, 2001              12,328,904    $  616,445   $2,108,627   $(2,496,624)   $(691,923)   $(463,475)
                                        ===========    ==========   ==========   ===========    =========    =========
</TABLE>
                 See accompanying notes to financial statements

                                       F-4
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
          FOR THE YEAR ENDED DECEMBER 31, 2001 AND 2000 AND THE PERIOD
              FROM JANUARY 1, 1999 (INCEPTION) TO DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                                                January 1, 1999
                                                    For the Year Ended    For the Year Ended     (Inception) to
                                                     December 31, 2001     December 31, 2000    December 31, 2001
                                                     -----------------     -----------------    -----------------
<S>                                                      <C>                   <C>                  <C>
Net income (loss)                                        $(365,277)            $(301,504)           $(691,923)
                                                         ---------             ---------            ---------
Adjustments to reconcile net income to net cash
 provided by operating activities:
   Noncash development and professional services            75,975               117,472              193,447
 (Increase) decrease in:
   Prepaid expenses                                        (10,000)                    0              (10,000)
   Architectural study costs                               (21,325)                    0              (21,325)
 (Decrease) increase in:
   Accounts payable                                        132,081                38,807              170,888
   Accrued wages                                           132,000                90,000              225,750
   Accrued payroll taxes                                    10,100                 7,326               17,874
   Accounts payable - stockholder                           11,542                47,942               80,428
                                                         ---------             ---------            ---------
         Total adjustments                                 330,373               301,547              657,062
                                                         ---------             ---------            ---------

CASH FLOWS FROM OPERATING ACTIVITIES                       (34,904)                   43              (34,861)
                                                         ---------             ---------            ---------

CASH FLOWS FROM INVESTING ACTIVITIES                             0                     0                    0
                                                         ---------             ---------            ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from convertible debt                            35,000                     0               35,000
                                                         ---------             ---------            ---------

NET INCREASE IN CASH                                            96                    43                  139

CASH, beginning of period                                       43                     0                    0
                                                         ---------             ---------            ---------

CASH, end of period                                      $     139             $      43            $     139
                                                         =========             =========            =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid                                          $       0             $       0            $       0
                                                         =========             =========            =========
  Taxes paid                                             $       0             $       0            $       0
                                                         =========             =========            =========
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
  Acquisition of proprietary insurance products for
   1,468,436 shares of stock                                                                        $  73,422
  Acquisition of professional legal services for
   100,000 shares of stock                                                                          $   5,000
  Acquisition of internet consulting for 412,500
   shares of stock                                                                                  $  86,250
  Acquisition of marketing consulting for 92,000
   shares of stock                                                                                  $  28,775
</TABLE>
                 See accompanying notes to financial statements

                                       F-5
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    This summary of significant  accounting policies of Millenium Holding Group,
    Inc.,  (hereinafter  "Millenium" or the "Company") is presented to assist in
    understanding the financial  statements.  The financial statements and notes
    are  representations of the Company's  management,  which is responsible for
    their  integrity  and  objectivity.  These  accounting  policies  conform to
    generally accepted accounting  principles and have been consistently applied
    in the preparation of the financial statements.

    USE OF ESTIMATES

    The  preparation  of  financial  statements  in  conformity  with  generally
    accepted  accounting  principles  requires  management to make estimates and
    assumptions   that  affect  certain   reported   amounts  and   disclosures.
    Accordingly, actual results could differ from those estimates.

    BUSINESS ACTIVITY

    Millenium  Holding  Group,  Inc.,  a Nevada  corporation,  was  incorporated
    December 22, 1969 under the name AMEX Systems Corporation 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. In the opinion of management,  there are
    no  liabilities,  judgments  or pending  legal  actions  arising  from prior
    activities of the Company, mergers or merger attempts.

    The name of the Corporation was formally changed to Millenium Holding Group,
    Inc.  during  1999.  During 1999 the  Company  became  active  again and has
    started  to expand its  services  and  revenues.  The  Company is  currently
    developing insurance products to sell via the internet.  The Company has not
    generated  significant  revenue  and is  still in the  development  stage of
    operations.

    LOSS PER COMMON SHARE

    Loss per  common  share is based on the  weighted  average  number of shares
    outstanding  which was  11,667,983  for the year ended December 31, 2001 and
    10,568,460  at December 31, 2000 after  adjusting for a 5 to 1 forward stock
    split on February  25,  2000.  Weighted  average  shares  outstanding  since
    inception of development stage (January 1, 1999) is 8,575,537.

    FAIR VALUE OF FINANCIAL STATEMENTS

    The  carrying  amount of cash,  accounts  payable  and  accrued  liabilities
    approximate the fair value reported in the balance sheet.

                                       F-6
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


OUTSTANDING SHARES

    The outstanding  shares reported at December 31, 2001 include 687,000 shares
    which were  required  to be issued,  but were not  physically  issued  until
    February 2002.

NOTE 2 - PRIOR ACTIVITIES

    The Company  acquired  properties in 1986 for 850,000  shares of stock.  The
    original recorded financial statement value of the properties was $1 and the
    Company has earned no income from these properties to date.

NOTE 3 - PROPRIETARY INSURANCE PRODUCTS

    During 2000, a stockholder  and officer  transferred  proprietary  insurance
    products that he had  developed in exchange for  1,468,436  shares of stock.
    The  shares,  valued  at $.05  par  value or  $73,422,  were  issued  to the
    stockholder and the value of transferred product was expensed to development
    costs.  These products include prototypes to be used with actuarial sciences
    for pricing, reinsurance, market research, development and contract forms.

NOTE 4 - INSURANCE AGENCY

    A stockholder and officer  transferred an insurance  agency that had a value
    of  $20,379  in  exchange  for  20,379  shares  of  stock.  The  agency  was
    contributed  in to service the  proprietary  insurance  products  previously
    transferred   into  the   Company.   The   transaction   was  treated  as  a
    recapitalization for 1999 and 2000.

NOTE 5 - INCOME TAXES

    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 the report date, the Internal Revenue Service has not imposed
    any  interest  or  penalties  for failure to file.  Due to  previous  losses
    management does not anticipate interest or penalties will be imposed.

    Income  taxes on  continuing  operations  as of  December  31,  include  the
    following:

                                          2001               2000
                                         ------             ------
        Currently payable                $    0             $    0
        Deferred                              0                  0
                                         ------             ------
            Total                        $    0             $    0
                                         ======             ======

                                       F-7
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


    A  reconciliation  of the effective tax rate with the statutory U.S.  income
    tax rate is as follows:

<TABLE>
<CAPTION>
                                                          2001                       2000
                                                    -------------------        ------------------
                                                       % of Pretax                % of Pretax
                                                    -------------------        ------------------
                                                    Income       Income        Income      Income
                                                    ------       ------        ------      ------
<S>                                                <C>              <C>      <C>              <C>
     Income taxes per statement of operations      $       0        0%       $       0        0%

     Nondeductible development costs                       0        0%         (24,963)      (4)%
     Loss for financial reporting purposes
      without tax expense or benefit                (124,194)     (34)%        (77,548)     (30)%
                                                   ---------     ----        ---------     ----
     Income taxes at statutory rate                $(124,194)     (34)%      $(102,511)     (34)%
                                                   =========     ====        =========     ====
</TABLE>

NOTE 5 - INCOME TAXES

    At December 31, 2001 the Company had a net operating loss  carry-forward  of
    approximately $369,000 expiring in 2020.

    The Company's  deferred tax assets and  liabilities at December 31, 2001 and
    2000 consist of:

                                                 2001               2000
                                              ---------          ---------
     Deferred tax asset                       $ 174,000          $  87,600
     Valuation allowance                       (174,000)           (87,600)
     Deferred tax liability                           0                  0
                                              ---------          ---------
                                              $       0          $       0
                                              =========          =========

    Deferred taxes are provided for temporary  differences in deducting expenses
    for financial statement and tax purposes. The deferred tax asset consists of
    net operating  loss  carry-forwards.  No deferred taxes are reflected in the
    balance sheet at December 31, 2001 and 2000 due to a valuation allowance. As
    of December  31, 2001,  the Company  recognized  an $86,400  increase in the
    valuation allowance from 2000.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

    The Company has entered into an agreement  with an attorney to provide legal
    and investment counsel services. The agreement calls for monthly payments of
    $3,500 and the agreement can be terminated by mutual  agreement  between the
    parties.  The  Company  has  incurred  expenses  of $42,000  during 2001 and
    $17,500 in 2000.

    The  Company  is in the  process  of  raising  capital  to start  full  time
    operations. An agreement with an investment relations consultant was entered
    into in March 2001 to  provide  services  to market and raise the  necessary
    capital.  The consultant will be paid with stock and registrations rights of
    the Company. As of December 31 2001, the Company is obligated to issue 7,000
    shares under this agreement, 5,000 of which had been issued by year end.

                                      F-8
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


    During 2001, the Company  entered into agreements with investors for $35,000
    of convertible debt. Terms of the agreements called for issuing stock to the
    investors in the event of default.  As of December 31, 2001, the Company was
    in default on both  agreements and were required to issue a total of 472,500
    restricted  shares of  common  stock.  25,000  shares  have  been  issued by
    December 31, 2001, the balance being issued in February 2002.

    In November  2001,  the Company  entered  into an  agreement  with a firm to
    assist with financial advice and finding  investors.  Under the terms of the
    agreement  the  Company  is to pay its  commission  part in cash and part in
    common stock. At year end, no shares were due under this agreement.

NOTE 7 - STATUS OF OTCBB LISTING

    The Company was delisted from the  Over-The-Counter  Bulletin  Board (OTCBB)
    exchange  listing  effective  August 30, 1999. The Company was reinstated on
    December 29, 1999 to the OTCBB  listing.  The Company  incurred  expenses of
    $18,945 for this  reinstatement.  Effective  May 23,  2001,  the Company was
    delisted  again from the OTCBB as a result of not filing its Form 10-KSB for
    the year ended December 31, 2000.

NOTE 8 - DEVELOPMENT STAGE COMPANY - GOING CONCERN

    Millenium  Holding  Group,  Inc.  (a  Nevada  corporation)  has  been in the
    development  stage  since it  restarted  activities  in December  1999.  The
    Company is currently developing insurance products to sell via the internet.
    The  Company  has not  generated  significant  revenue  or made  significant
    payments on its outstanding  payables resulting in accounts payables greater
    than one year old. Realization of a major portion of its assets is dependent
    upon the Company's ability to successfully  develop and market its products,
    meet future  financing  requirements  and the success of future  operations.
    These  factors  raise  substantial  doubt  about the  Company's  ability  to
    continue as a going concern.

NOTE 9 - SUBSEQUENT EVENTS

    In February of 2002, the Company  entered into  convertible  debt agreements
    with investors totaling $22,500, convertible at $.50 per share. Terms of the
    agreement  call for payment of principal and interest at 10% for 90 days and
    issuance of 22,500 restricted  common shares.  In the event of default,  the
    Company will issue 281,250 restricted shares as payment.

    During  2002,  the Company  entered  into  various  short-term  internet and
    marketing  consulting  agreements  which  call  for  payment  in  shares  of
    restricted common stock totaling 178,333 when completed.

    In March of 2002,  the Company  entered  into an  agreement  to purchase the
    domain name Anything Financial.com for 75,000 restricted common shares.

    During February,  the Company issued 229,795 shares at $.35 per share to its
    chief  executive and  controlling  shareholder to reimburse him for expenses
    paid on behalf of the  Company.  Additionally,  the Company  issued  209,375
    restricted  shares to this  shareholder in exchange for 167,500 free trading
    shares originally issued for investor relations purposes.

                                       F-9