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, 2002

                         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)


                     11 Knob Oak Dr., Henderson Nevada 89052
                               Lincoln, NE 68516)
           (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 $2,968.00

Number of shares outstanding of each of the registrant's classes of common
equity, (par value $.05) as of December 31, 2002 is 13,974,700. The closing
price of the shares on April 10, 2003 was $0.18. The market value of the Common
Shares held by non-affiliates was $737,724.00.

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 8K filed on May 20, 2002 announcing a change in registrant's
certifying accountant. An 8K filed on June 26, 2002 announcing that the
registrant had changed its address. An Information Statement Pursuant to Section
14(c) of the Securities Exchange Act of 1934 was filed on February 12, 2003. The
information found in this paragraph (2) is incorporated in Part III 13(b). The
affiliate and controlling shareholder filed a Form 5, which is 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                                                6
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL MATTERS                                               6

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                   7
ITEM 10. EXECUTIVE COMPENSATION                                              8
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      8
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      9
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                    9
ITEM 14. CONTROLS AND PROCEDURES                                            10

                                       i
<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.

                                       1
<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.

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 11 Knob Oak Dr. Henderson, Nevada 89052. Its
telephone number is (702) 492 7721. . 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

An Information Statement Pursuant to Section 14(c) of the Securities Exchange
Act of 1934 was filed on February 12, 2003 advising the shareholders that the
majority has agreed to amend the Articles of Incorporation to authorize
3,000,000 preferred shares. A copy of said statement and the Majority Written
Consent in Lieu of a Special Meeting of Stockholders was sent to all
shareholders.

                                     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 12/31/00 to date as follows:

     Quarter             High               Low                Close
     -------             ----               ---                -----
     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
     3/31/02             0.30               0.12               0.25
     6/30/02             0.18               0.14               0.14
     9/30/02             0.32               0.10               0.20
     12/31/02            0.30               0.10               0.13
     3/31/03             0.30               0.14               0.18

(b) There are approximately 971 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

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.

                                       3
<PAGE>
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.

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, 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 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

                                       4
<PAGE>
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.

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, 2002, the Company had recognized little revenue to date and
had accumulated operating losses of approximately $3,792,723 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.

                                       5
<PAGE>
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. It is
management's plan to seek additional capital through a 506 Private Placement
Memorandum. 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.

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

On May 14, 2002, Hobe & Lucas, Certified Public Accountants, Inc. of
Independence, Ohio, the registrants certifying accountant decided to withdraw as
the registrant's principal accountant. 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, May 15, 2002 retained, Chavez & Koch CPA's Ltd of Henderson,
Nevada as its principal accountant. Neither the registrant nor anyone on its
staff has consulted, Chavez & Koch CPA's Ltd 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 Chavez
& Koch CPA's Ltd.

                                       6
<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                49            President, Treasurer and
                                            Member of the Board of Directors

Carla Aufdenkamp              40            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-six years experience in the financial planning and
insurance industry. For the past eighteen of those twenty-six years, he has been
involved in project management and business consulting. Eight of those eighteen
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 one 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 eight years as its administrator. 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.

                                       7
<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 5 has
been filed by those required to file said report covering the beneficial
ownership of securities.

ITEM 10 EXECUTIVE COMPENSATION

         On January 3, 2002, the Company's Board of Directors authorized monthly
salaries of $10,000 and $4,500 for the President and Secretary of the Company,
respectively. January 1, 2002 is the effective date of the new salaries.

Salary expense for the years ended December 31, 2002 and 2001 were $174,000 and
$132,000 respectively.

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
     Beneficial Owner                Ownership                  Class
     ----------------                ---------                  -----
Ham Consulting Company. (*)          2,296,125                  16.4%
P.O. Box 22157
Lincoln, NE 68542

Richard L. Ham
11 Knob Oak Drive                    7,580,109                  54.2%
Henderson, NV 89052

All Executive Officers and
Directors as a Group (2)             9,876,234                  70.6%

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

                                       8
<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. 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.

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 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.

3.4     Amendment to Articles of Incorporation re Preferred stock*

4.1     Convertible Note (Form)*

20      An Information Statement Pursuant to Section 14(c) of the Securities
        Exchange Act of 1934 filed on February 12, 2003 and incorporated by
        reference.

99.1    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*

99.2    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*

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

                                       9
<PAGE>
(b) Reports on Form 8-K

The Company filed two (2) reports on Form 8-K during this reporting period to
date.

An 8-K filed on May 20, 2002 announcing a change in registrant's certifying
accountant.

An 8-K filed on June 26, 2002 announcing that the registrant had changed its
address.

ITEM 14  CONTROLS AND PROCEDURES

Our Chief Executive Officer, President, and Chief Financial Officer (the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for the Company. 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
the Company's disclosure controls and procedures within 90 days of the date of
this report and believe that the Company's disclosure controls and procedures
are effective based on the required evaluation. There have been no significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

                                   SIGNATURES

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

                                      Millenium Holding Group, Inc.


                                      /s/ Richard L. Ham
April 10, 2003                        ----------------------------------
                                      Richard L. Ham,
                                      Director and President


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

                                       10
<PAGE>
                    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

In connection with the Annual Report of Millenium Holding Group, Inc. (the
"Company") on Form 10-KSB for the period ending December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Richard Ham, Chief Executive Officer and President of the Company, certify,
pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934, as
adopted pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:

I have reviewed the Report;

Based upon my knowledge, the Report does not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which such statements were
made, not misleading;

Based upon my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition and results of operations of the Company, as of, and for,
the periods presented in the Report;

I and the other certifying officers of the Company:

are responsible for establishing and maintaining disclosure controls and
procedures for the Company; have designed such disclosure controls and
procedures to ensure that material information is made known to us, particularly
during the period in which the Report is being prepared; have evaluated the
effectiveness of the Company's disclosure controls and procedures within 90 days
of the date of the Report; and have presented in the Report our conclusions
about the effectiveness of the disclosure controls and procedures based on the
required evaluation.

I and the other certifying officers have disclosed to the Company's auditors and
to the audit committee of the board of directors (or persons fulfilling the
equivalent function):

all significant deficiencies in the design or operation of internal controls (a
pre-existing term relating to internal controls regarding financial reporting)
which could adversely affect the Company's ability to record, process, summarize
and report financial data and have identified for the Company's auditors any
material weaknesses in internal controls; and any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Company's internal controls.

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

/s/ Richard Ham,
------------------------
Richard Ham,
Chief Executive Officer and President
April 7, 2003

                                       11
<PAGE>
                    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

In connection with the Annual Report of Millenium Holding Group, Inc. (the
"Company") on Form 10-KSB for the period ending December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Richard Ham, Chief Financial Officer of the Company, certify, pursuant to Rules
13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adopted pursuant to
ss.302 of the Sarbanes-Oxley Act of 2002, that:

I have reviewed the Report;

Based upon my knowledge, the Report does not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which such statements were
made, not misleading;

Based upon my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition and results of operations of the Company, as of, and for,
the periods presented in the Report;

I and the other certifying officers of the Company:

are responsible for establishing and maintaining disclosure controls and
procedures for the Company; have designed such disclosure controls and
procedures to ensure that material information is made known to us, particularly
during the period in which the Report is being prepared; have evaluated the
effectiveness of the Company's disclosure controls and procedures within 90 days
of the date of the Report; and have presented in the Report our conclusions
about the effectiveness of the disclosure controls and procedures based on the
required evaluation.

I and the other certifying officers have disclosed to the Company's auditors and
to the audit committee of the board of directors (or persons fulfilling the
equivalent function):

all significant deficiencies in the design or operation of internal controls (a
pre-existing term relating to internal controls regarding financial reporting)
which could adversely affect the Company's ability to record, process, summarize
and report financial data and have identified for the Company's auditors any
material weaknesses in internal controls; and any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Company's internal controls.

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

/s/Richard Ham
------------------------
Richard Ham
Chief Financial Officer
April 7, 2003

                                       12
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying balance sheet of Millenium Holding Group, Inc.
(A Development Stage Company) as of December 31, 2002 and the related statements
of operations and accumulated deficit, changes in stockholders' equity, and cash
flows for the year then ended. 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 audit. The financial statements of
Millenium Holding Group, Inc. as of December 31, 2001 were audited by other
auditors whose report, dated April 17, 2002, expressed an unqualified opinion on
those statements.

We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audit 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 audit provides a
reasonable basis for our opinion.

In our opinion, the December 31, 2002 financial statements referred to above
present fairly, in all material respects, the financial position of Millenium
Holding Group, Inc. (a development stage company) as of December 31, 2002 and
December 31, 2001, and the results of its operations and its cash flows for the
years then ended, in accordance 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 discussed in Note 7, certain conditions
indicate that the Company may be unable to continue as a going concern. However,
management plans to continue the business as set forth therein. The accompanying
financial statements do not include any adjustments to the financial statements
that might be necessary should the Company be unable to continue as a going
concern.


                                 /s/ Chavez & Koch, CPA's, Ltd.

March 31, 2003
Henderson, Nevada

                                      F-1
<PAGE>
                         MILLENIUM HOLDING GROUP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                 AS OF DECEMBER 31, 2002 AND DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                   12/31/2002         12/31/2001
                                                                   ----------         ----------
<S>                                                               <C>                 <C>
                                     ASSETS
ASSETS:
  Current assets:
   Cash                                                           $        36         $       140
   Due from shareholder                                                 4,162                  --
   Prepaid expenses                                                        --              10,000
                                                                  -----------         -----------
      Total current assets                                              4,198              10,140

  Fixed assets:
   CIP - Architectural study costs                                     27,606              21,325
   Other intangible                                                    11,250                  --
                                                                  -----------         -----------
      Total fixed assets                                               38,856              21,325

  Other assets:
   Refundable deposit                                                   4,310                  --
                                                                  -----------         -----------
      Total other assets                                                4,310                  --
                                                                  -----------         -----------

TOTAL ASSETS                                                      $    47,364         $    31,465
                                                                  ===========         ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
  Current liabilities
   Accounts payable                                               $   267,062         $   170,888
   Accounts payable - stockholder                                          --              80,428
   Accrued wages - stockholder                                        399,750             225,750
   Accrued payroll taxes                                               31,185              17,874
   Accrued interest                                                     3,042                  --
   Notes payable                                                       85,000                  --
                                                                  -----------         -----------
      Total current liabilities                                       786,039             494,940
                                                                  -----------         -----------

TOTAL LIABILITIES                                                     786,039             494,940
                                                                  -----------         -----------
STOCKHOLDERS' EQUITY
  Common stock, $.05 par value, 50,000,000 shares
   authorized,13,974,700 and 12,328,904 shares issued and
   outstanding at December 31, 2002 and December 31, 2001             698,736             616,445
  Additional paid-in capital                                        2,355,312           2,108,627
  Accumulated deficit during development stage                     (3,792,723)         (3,188,547)
                                                                  -----------         -----------
      Total stockholders' equity                                     (738,675)           (463,475)
                                                                  -----------         -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $    47,364         $    31,465
                                                                  ===========         ===========
</TABLE>

The accompanying independent auditors' report and notes to financial statements
            should be read in conjunction with these balance sheets.


                                      F-2
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                    FOR YEAR ENDED DECEMBER 31, 2002 AND 2001
                     AND FROM INCEPTION TO DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                                 Twelve months ended
                                                            ----------------------------         Inception to
                                                            12/31/2002        12/31/2001          12/31/2002
                                                            ----------        ----------          ----------
<S>                                                       <C>                <C>                <C>
REVENUE:                                                  $      2,968       $      3,433       $     16,819

EXPENSES:
  General and administrative expenses                         (377,490)          (226,610)          (857,514)
  General and administrative expenses - stockholder           (192,452)          (142,100)          (418,202)
      Total expenses                                          (569,942)          (368,710)        (1,275,716)
                                                          ------------       ------------       ------------

Income (loss) from operations                                 (566,974)          (365,277)        (1,258,897)
                                                          ------------       ------------       ------------
OTHER INCOME (EXPENSE):
  Other income                                                     189                 --                189
  Other expense                                                 (1,222)                --             (1,222)
  Interest expense                                             (36,169)                --            (36,169)
                                                          ------------       ------------       ------------
      Total other income (expense)                             (37,202)                --            (37,202)
                                                          ------------       ------------       ------------

Net income (loss)                                             (604,176)          (365,277)        (1,296,099)

ACCUMULATED DEFICIT, beginning of period                    (3,188,547)        (2,823,270)        (2,496,624)
                                                          ------------       ------------       ------------

ACCUMULATED DEFICIT, end of period                        $ (3,792,723)      $ (3,188,547)      $ (3,792,723)
                                                          ============       ============       ============

Weighted average number of common shares outstanding        13,024,912         11,511,904          9,598,468
                                                          ============       ============       ============

Net income (loss) per share                               $      (0.05)      $      (0.03)      $      (0.14)
                                                          ============       ============       ============
</TABLE>

      The accompanying independent auditors' report and notes to financial
         statements should be read in conjunction with these statements
                     of operations and accumulated deficit.

                                      F-3
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       FROM INCEPTION TO DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                         Common Stock                             Deficit from       Total
                                    -----------------------         Add'l Paid     Development    Stockholders'
                                     Shares           Value         In Capital        Stage         Equity
                                     ------           -----         ----------        -----         ------
<S>                              <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)
                                  ============     ===========     ===========     ===========    =========
</TABLE>

      The accompanying independent auditors' report and notes to financial
          statements should be read in conjunction with this statement
                      of changes in stockholders' equity.

                                      F-4
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       FROM INCEPTION TO DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                         Common Stock                           Deficit from        Total
                                    -----------------------     Add'l Paid       Development     Stockholders'
                                     Shares           Value     In Capital          Stage          Equity
                                     ------           -----     ----------          -----          ------
<S>                              <C>            <C>            <C>               <C>              <C>
Stock issued for future services
February 13, 2002                    160,000         8,000          40,000              --          48,000

Stock issued for payment of
commissions
February 19, 2002                      4,500           225           1,125              --           1,350

Stock issued for future 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

Net income (loss)
March 31, 2002                            --            --              --        (214,821)       (214,821)
                                  ----------      --------      ----------     -----------       ---------
Total
March 31, 2002                    12,973,407       648,671       2,281,242      (3,403,368)       (473,455)

Net income (loss)
June 30, 2002                             --            --              --         (97,800)        (97,800)

Total
June 30, 2002                     12,973,407      $648,671      $2,281,242     $(3,501,168)      $(571,255)
                                  ----------      --------      ----------     -----------       ---------
Net income (loss)
September 30, 2002                        --            --              --         (96,173)        (96,173)
                                  ----------      --------      ----------     -----------       ---------
Total
September 30, 2002                12,973,407      $648,671      $2,281,242     $(3,597,341)      $(667,428)
                                  ==========      ========      ==========     ===========       =========
</TABLE>

      The accompanying independent auditors' report and notes to financial
          statements should be read in conjunction with this statement
                      of changes in stockholders' equity.

                                      F-5
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       FROM INCEPTION TO DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                         Common Stock                           Deficit from        Total
                                    -----------------------     Add'l Paid       Development     Stockholders'
                                     Shares           Value     In Capital          Stage          Equity
                                     ------           -----     ----------          -----          ------
<S>                              <C>            <C>            <C>               <C>              <C>
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 for Professional services
November 11, 2002                   150,000          7,500          15,000           22,500

Stock for Professional services
November 11, 2002                    63,043          3,152           6,304            9,456

Stock for Professional services
November 11, 2002                   130,000          6,500          13,000           19,500

Net income (loss)
December 31, 2002                        --             --              --         (195,382)       (195,382)
                                 ----------       --------      ----------      -----------       ---------

Total
December 31, 2002                13,974,700       $698,736      $2,355,312      $(3,792,723)      $(738,675)
                                 ==========       ========      ==========      ===========       =========
</TABLE>

      The accompanying independent auditors' report and notes to financial
          statements should be read in conjunction with this statement
                      of changes in stockholders' equity.

                                      F-6
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                 FOR YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
                       FROM INCEPTION TO DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                               Twelve months ended               Inception to
                                                          12/31/2002          12/31/2001          12/31/2002
                                                          ----------          ----------          ----------
<S>                                                      <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                               $  (604,176)        $  (365,277)        $(1,296,099)
  Adjustments to reconcile net loss
    to net cash used in operations:
     Non-cash development and professional services          204,798              75,975             398,245
     (Increase) decrease in:
       Prepaid expenses                                       10,000             (10,000)                 --
       Refundable deposits                                    (4,310)                 --              (4,310)
       Increase (decrease) in:
     Accounts payable - stockholder                               --              11,542              80,428
       Accounts payable                                       96,174             132,081             267,062
       Accrued interest                                        3,042                  --               3,043
       Accrued expenses                                      187,311             142,100             430,935
                                                         -----------         -----------         -----------
Net cash used by operating activities                       (107,161)            (13,579)           (120,696)
                                                         -----------         -----------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  CIP - architectural costs                                   (6,281)            (21,325)            (27,606)
                                                         -----------         -----------         -----------
Net cash used by investing activities                         (6,281)            (21,325)            (27,606)
                                                         -----------         -----------         -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Due from shareholder                                        (4,162)                 --              (4,162)
  Proceeds from convertible debt                             117,500              35,000             152,500
                                                         -----------         -----------         -----------
Net cash provided by financing activities                    113,338              35,000             148,338
                                                         -----------         -----------         -----------

NET INCREASE (DECREASE) IN CASH                                 (104)                 96                  36

CASH, beginning of period                                        140                  44                  --
                                                         -----------         -----------         -----------
CASH, end of period                                      $        36         $       140         $        36
                                                         ===========         ===========         ===========
SUPPLEMENTARY INFORMATION:
   Interest paid                                         $        --         $        --         $        --
                                                         ===========         ===========         ===========
   Taxes paid                                            $        --         $        --         $        --
                                                         ===========         ===========         ===========
</TABLE>

      The accompanying independent auditors' report and notes to financial
 statements should be read in conjunction with these Statements of Cash Flows.

                                      F-7
<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 5.

     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.

                                      F-8
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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 13,024,912 and 11,511,904
     for the periods ended December 31, 2002 and 2001, 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, 2002 and 2001, the Company had no outstanding
     securities that could have a dilutive effect on the outstanding common
     stock, respectively.

     FIXED ASSETS

     Fixed assets are stated at cost. Expenditures that materially increase the
     life of the assets are capitalized. Ordinary maintenance and repairs are
     charged to expense as incurred. When assets are sold or otherwise disposed
     of, the cost and the related accumulated depreciation and amortization are
     removed from the accounts and any resulting gain or loss is recognized at
     that time. Depreciation is computed primarily on the straight-line method
     for financial statement purposes over the following estimated useful lives:

              Building                           40 Years

     Depreciation expense for the year ended December 31, 2002 and 2001 was $0.

     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 basis 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 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, 2002, the Internal Revenue Service has not
     imposed any interest or penalties for failure to file.

                                      F-9
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     INCOME TAXES (CONTINUED)

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

     ADVERTISING

     Advertising costs are to be expensed when incurred. There were no
     advertising expenses for the years ended December 31, 2002 and 2001.

     REVENUE RECOGNITION

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

     RECLASSIFICATIONS

     Certain reclassifications have been made to the financial statements as of
     December 31, 2001 to conform to the presentation of the financial
     statements as of December 31, 2002.

NOTE 3 - NOTES PAYABLE

     On June 12, 2002, the Company entered into an agreement with an individual
     to purchase a convertible note for $15,000. 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
     agrees to issue each holder 30,000 restricted common shares of the
     Company's stock.

     On July 8, 2002, the Company entered into an agreement with an individual
     to purchase a convertible note for $10,000. 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
     agrees to issue each holder 20,000 restricted shares of the Company's
     stock.

     On August 2, 2002, the Company entered into an agreement with an individual
     to purchase a convertible note for $10,000. 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
     agrees to issue each holder 20,000 restricted shares of the Company's
     stock.

                                      F-10
<PAGE>
NOTE 3 - NOTES PAYABLE (CONTINUED)

     On August 9, 2002, the Company entered into an agreement with an individual
     to purchase a convertible note for $10,000. 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
     agrees to issue each holder 20,000 restricted shares of the Company's
     stock.

     On September 5, 2002, the Company entered into an agreement with an
     individual to purchase a convertible note for $10,000. 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 agrees to issue each holder 20,000 restricted shares of the
     Company's stock.

     On September 23, 2002, the Company entered into an agreement with an
     individual to purchase a convertible note for $10,000. 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 agrees to issue each holder 20,000 restricted shares of the
     Company's stock.

     On October 11, 2002, the Company entered into an agreement with an
     individual to purchase a convertible note for $10,000. 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 agrees to issue each holder 20,000 restricted shares of the
     Company's stock.

     On November 18, 2002, 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 agrees to issue each holder 10,000 restricted shares of the
     Company's stock.

     On November 25, 2002, 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 agrees to issue each holder 10,000 restricted shares of the
     Company's stock.

     Furthermore, the notes 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 notes plus the
     shares set forth in the above paragraphs. All accumulated but unpaid
     interest shall be extinguished upon conversion. Shares issued upon


                                      F-11
<PAGE>
NOTE 3 - NOTES PAYABLE (CONTINUED)

     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.

     As of December 31, 2002 total notes payable is $85,000.

NOTE 4 - RELATED PARTY TRANSACTIONS

     On January 3, 2002, the Company's Board of Directors authorized monthly
     salaries of $10,000 and $4,500 for the President and Secretary of the
     Company, respectively. January 1, 2002 is the effective date of the new
     salaries.

     Salary expense for the years ended December 31, 2002 and 2001 were $174,000
     and $132,000 respectively.

NOTE 5 - STOCKHOLDERS' EQUITY

     As of December 31, 2001, 12,328,904 common shares were issued and
     outstanding.

     On February 13, 2002, 10,000 shares of common stock were issued to a
     company and 150,000 shares of common stock were issued to an individual in
     exchange for future services. The services are valued at $3,000 and
     $45,000, respectively. The value of services is based on prior services
     provided by the individuals and on the cost of similar services provided by
     other similar service providers. The number of shares issued for services
     is based on the value of the services divided by the fair market value of
     the shares.

     On February 19, 2002, the Company issued 4,500 shares of its common stock
     an individual as commission for assisting the Company with obtaining debt
     financing. As a result, three convertible notes totaling $22,500 were
     issued to three separate individuals.

     On February 19, 2002, 18,333 shares of common stock were issued to a
     company in exchange for future services. The services are valued at $5,500.
     The value of services is based on prior services provided by the company
     and on the cost of similar services provided by other similar service
     providers. The number of shares issued for services is based on the value
     of the services divided by the fair market value of the shares.

     On February 19, 2002, the Company issued 229,795 shares of its common stock
     to a shareholder of the Company in exchange for payment of accounts payable
     valued at $80,428. The number of shares issued for services is based on the
     value of the accounts payable divided by the fair market value of the
     shares.

                                      F-12
<PAGE>
NOTE 5 - STOCKHOLDERS' EQUITY (CONTINUED)

     On February 19, 2002, the Company issued 209,375 shares of its common stock
     to a shareholder of the Company as reimbursement for certain financial
     obligations paid on behalf of the Company. The obligations paid are valued
     at $62,813. The number of shares issued for services is based on the value
     of the financial obligations divided by the fair market value of the
     shares.

     On February 19, 2002, the Company issued 22,500 shares of its common stock
     to the holder of a convertible note per the repayment terms set forth in
     the agreement.

     On November 11, 2002, the Company issued 17,000 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
     $2,550.

     On November 11, 2002, the Company issued 31,250 shares of its common stock
     to the holder of a convertible note dated February 4, 2002 in full payment
     under default per the repayment terms set forth in the agreement.

     On November 11, 2002, the Company issued 250,000 shares of its common stock
     to the holder of two convertible notes dated January 11, 2002 and May 6,
     2002 in full payment under default per the repayment terms set forth in the
     agreement.

     On November 11, 2002, the Company issued 160,000 shares of its common stock
     to the holder of a convertible note per the repayment terms set forth in
     the agreement (See Note 3).

     On November 11, 2002, the Company issued 125,000 shares of its common stock
     to the holder of a convertible note dated January 10, 2002 in full payment
     under default per the repayment terms set forth in the agreement.

     On November 11, 2002, the Company issued 75,000 shares of its common stock
     to acquire a domain name. The value of the asset was based on the fair
     market value as of the date of the transaction, which was $11,250.

     On November 11, 2002, the Company issued 150,000 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
     $22,500.

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NOTE 5 - STOCKHOLDERS' EQUITY (CONTINUED)

     On November 11, 2002, the Company issued 63,043 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
     $9,456.45.

     On November 11, 2002, the Company issued 130,000 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
     $19,500.

     As of December 31, 2002 there were 13,974,700 shares outstanding.

NOTE 6 - 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
     the years ended December 31, 2002 and 2001, the Company has incurred
     expenses of $42,000 and $42,000 respectively.

     The Company is in the process of raising capital to start full time
     operations. For the year ended December 31, 2002, the Company had issued
     convertible notes to various investors for a total of $117,500.

     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. As of
     December 31, 2002, 2,000 shares were due under this agreement.

     In August 2002, the Company entered into an agreement with a consulting
     firm to assist with financial advice and finding investors. The agreement
     calls for monthly payments of $2,000 in cash and $3,000 in common stock,
     valued at the last traded price, and can be terminated by mutual agreement
     between the parties. As of December 31, 2002, 33,043 shares were due under
     this agreement.

     In November 2002, the Company issued convertible notes in the amount of
     $10,000. As of December 31, 2002, the holders of the notes are due 20,000
     restricted shares of common stock per the repayment terms set forth in the
     agreements (See Note 3).

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NOTE 7 - 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, 2002,
     the Company had recognized little revenue to date and had accumulated
     operating losses of approximately $3,792,723 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. It is management's plan to seek additional capital through a 506
     Private Placement Memorandum. 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 8 - RECENT PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board released SFAS No.
     142, which addresses financial accounting and reporting for acquired
     goodwill and other intangible assets. The Company adopted the provisions of
     SFAS No. 142 effective January 1, 2002.

     In August 2001, the Financial Accounting Standards Board released SFAS No.
     143, which is to be applied starting with fiscal years beginning after June
     15, 2002. SFAS No. 143 addresses financial accounting and reporting for
     asset retirement obligations. Currently, the Company has no obligations
     associated with the retirement of tangible long-lived assets; therefore,
     this standard has no effect on the financial statements when adopted.

     In October 2001, the Financial Accounting Standards Board released SFAS No.
     144, which addresses financial accounting and reporting for impairment or
     disposal of long-lived assets. The Company adopted the provisions of SFAS
     No. 144 effective January 1, 2002.

                                      F-15