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, 2000       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 $.05 par value
                                (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. YES [X] NO [ ]

The registrant's revenues for its most recent fiscal year were $3,143.00

Number of  shares  outstanding  of each of the  registrant's  classes  of common
equity, (par value $.05) as of July 16, 2001 is 11,511,904. The closing price of
the shares on July 16,  2001 was $0.10.  The market  value of the Common  Shares
held by non-affiliates was $174,390.00.

Transitional Small Business Disclosure Format:  YES  [  ]   NO  [X]
<PAGE>
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).  (2) An 8-K  filed on  February  18,  2000  disclosing  the fact that the
Company acquired certain proprietary products from Mr. Richard Ham the President
and beneficial owner of the controlling  shareholder of the Company. The Company
agreed to issue 1,468,436 shares of Restricted  common shares at a value of $.05
per share,  which  equals the amount,  expended  by Mr.  Ham.  The shares of the
Company  were not  trading  at the time of the  acquisition.  The  Company  also
disclosed  the  execution  of a Letter of Intent  wherein the Company  agreed to
purchase with stock and cash the Stanford Life Insurance  Company.  An 8-K filed
on March 7, 2000  disclosing  the fact that there was a change of control of the
Company  based upon the  acquisition  of the assets from Mr.  Ham.  The 8-K also
disclosed  the fact that the Board of  Directors  had approved a 5 for 1 forward
stock split.  An 8-K filed on March 16, 2000  disclosing  the fact that the NASD
had  assigned a new CUSIP  number to the Company  because of the  forward  stock
split.  The registrant  filed an 8-K on March 17, 2000 announcing the assignment
of a new  trading  symbol  (MNHG).  An 8-K filed on May 1, 2000  announcing  the
acquisition,  with restricted common shares, of an insurance agency owned by Mr.
Ham the president of the registrant.  An 8-K filed on July 13, 2000 announcing a
contract with IBM and Yojna.  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.

                          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 ..........................................  3
ITEM 3.  LEGAL PROCEEDINGS ................................................  3
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 ...................  7
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K .................................  8

                                       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.
<PAGE>
     The Company has entered into a Letter of Intent to acquire,  with stock and
cash, a life insurance  company.  The due diligence  process has started and the
Company feels the transaction should be concluded within 60 days.

     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 has also entered into a Letter of Intent
to  acquire  the  Stanford  Life   Insurance   Company.   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 473,422 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.

                                       2
<PAGE>
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.

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

     The Company's  common equity is traded on the Pink Sheets.  The Company has
been unable to determine the quarterly high and low sales price for the past two
years. The Company believes the low price in 1998 was $.33 and the high was $.5.
In 1999, the Company believes the low price was $.05, the high $23.59.

     The company has been able to  determine  the  following  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

     There are approximately 947 holders of the common equity of the Company.

     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. (Pink  Sheets: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.

                                       3
<PAGE>
     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.

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

     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  indubitable  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 has sold to the Company certain proprietary  insurance products for
restricted  shares of the Company's  stock.  This  information is set forth in a
certain 8 K filed on February 18, 2000, which is incorporated by reference.

     The software  required for the Internet  bank is in control of the majority
shareholder and will be leased to the Company by the principal  shareholder.  It
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 Systems 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 is no other plan 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

                                       4
<PAGE>
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  does not believe  that it will  encounter  internal  year 2000
problems in that the software is year 2000 compliant.

     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
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  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 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, 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       47      President Treasurer and Member of the Board
                                  of Directors

     Carla Aufdenkamp     38      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-three  years experience in the financial planning
and insurance industry. For the past fifteen of those twenty-three years, he has
been  involved in project  management  and  business  consulting.  Five of those
fifteen  years has been as the president of the Company  formerly  known as Amex
Systemss  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  eighteen  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 recently moved over to 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.

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.

                                       6
<PAGE>
     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
a schedules 13D and 13 G were filed.

ITEM 10. EXECUTIVE COMPENSATION

     The  President  of the  Company  has been  accruing  a  monthly  salary  of
$4,500.00 and the Secretary  accrues $3,000.00  monthly.  The salaries have been
accruing since December 15, 1999.

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 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               of Class
          -------------------                ---------               --------
     Ham Consulting Company *                2,283,955                  20.1%
     3800 Old Cheney Road Ste 101-222
     Lincoln, NE 68516

     Richard L. Ham
     3800 Old Cheney Road Ste 101-222        7,342,180                  64.6%
     Lincoln, NE 68516

     All Executive Officers and
     Directors as a Group (2)                9,626,135                  84.7%

----------
*    Mr. Ham and his wife own 80% of Ham Consulting Co. and the balance is owned
     by Reginald L. Chamorre who resides in Belgium and is not involved with the
     Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The software to be used in the operation of the Company will be leased from
AmBel  International  of which the  officers  and  directors  of the Company are
majority shareholders.

     There are no parents of this small business Company.

     There are and have been no transactions with promoters.

                                       7
<PAGE>
     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.  Filed  with  Form  10-SB on
                  December  9,  1999 and in  current  financial  statements  and
                  incorporated by reference.

         23       Consent of Accountant. Filed herewith.

     (b) Reports on Form 8-K

          The Company filed ten (10) reports on Form 8-K to date.

          1.   On February 18, 2000,  advising of the acquisition of assets from
               Mr.  Ham and  Letter of  Intent to  purchase  the  Stanford  Life
               Insurance Company;

          2.   On March 7, 2000, announcing a change in control;

          3.   On March 16, 2000 announcing a new CUSIP number;

          4.   On March 17, 2000 announcing a new symbol (MNHG);

          5.   On May 1, 2000 announcing the acquisition, with restricted common
               shares,  of an insurance agency owned by Mr. Ham the president of
               the registrant;

          6.   On July 13, 2000 announcing a contract with IBM and Yojna;

          7.   On April 4,  2001, as  amended  on April 6,  2001 and July 12,
               2001 announcing a change in registrant's certifying accountant;

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

                                       8
<PAGE>
                                    SIGNATURE

     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.

July 17, 2001

                                          /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, 2000 AND 1999

Independent Auditors' Report ..............................................  F-2

Balance Sheet for the years ended December 31, 2000 and 1999 ..............  F-3

Statements of Income for the Years Ended December 31, 2000 and 1999
and the Period From January 1, 1999 (Inception) to December 31, 2000 ......  F-4

Statements of Changes in Stockholders' Equity for the Years Ended
December 31, 2000 and 1999 and the Period From January 1, 1999
(Inception) to December 31, 2000 ..........................................  F-5

Statements of Cash Flows for the Years Ended December 31, 2000
and 1999 and the Period From January 1, 1999 (Inception) to
December 31, 2000 .........................................................  F-6

Notes to the Financial Statements .........................................  F-7

                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying  balance sheet of Millenium Holding Group, Inc.
(a Development Stage Company) as of December 31, 2000 and the related statements
of income,  stockholders'  equity and cash flows for the year then ended and the
period beginning  January 1, 1999 (inception) and ended December 31, 2000. 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, 1999, were audited by other auditors whose report dated February 8,
2000, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
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 financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Millenium Holding Group, Inc.
as of December 31, 2000 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.


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

Cleveland, Ohio
July 9, 2001

                                      F-2
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET
                           December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                               2000              1999
                                                                           -----------       -----------
<S>                                                                        <C>               <C>
                                     ASSETS
ASSETS
  Cash in bank                                                             $        43       $         0
  Reinstatement costs (net of amortization of $9,472 -
  2000 and $0 - 1999)                                                            9,473            18,945
  Insurance agency (net of amortization of $1,359 - 2000)                       19,020                 0
  Overriding royalty interest - Rusk and Harrison Counties, Texas                    1                 1
                                                                           -----------       -----------

        Total Assets                                                       $    28,537       $    18,946
                                                                           ===========       ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Accounts payable                                                         $    38,807       $         0
  Accrued wages - stockholder                                                   93,750             3,750
  Accrued payroll taxes                                                          7,774               448
  Accounts payable - stockholder                                                68,886            20,944
                                                                           -----------       -----------

        Total Liabilities                                                      209,217            25,142
                                                                           -----------       -----------
STOCKHOLDERS' EQUITY
  Common stock, $.05 par value, 50,000,000 shares authorized,
   11,511,904 - 2000 and 704,869 - 1999 shares issued and outstanding          575,595         1,094,406
  Paid-in capital                                                            2,058,881         1,402,219
  Prior retained earnings (deficit)                                         (2,496,624)       (2,496,624)
  Deficit accumulated during the development stage                            (318,532)           (6,197)
                                                                           -----------       -----------

        Total Stockholders' Equity (Deficit)                                  (180,680)           (6,196)
                                                                           -----------       -----------

        Total Liabilities and Stockholders' Equity                         $    28,537       $    18,946
                                                                           ===========       ===========
</TABLE>

                 See accompanying notes to financial statements

                                      F-3
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A Development Stage Company)

                              STATEMENTS OF INCOME
               For the Years Ended December 31, 2000 and 1999 and
        the Period From January 1, 1999 (Inception) to December 31, 2000

<TABLE>
<CAPTION>
                                                                                          January 1, 1999
                                            For the Year Ended    For the Year Ended      (Inception) to
                                             December 31, 2000    December 31, 1999      December 31, 2000
                                             -----------------    -----------------      -----------------
<S>                                             <C>                   <C>                    <C>
Revenues                                        $   3,143             $       0              $   3,143

Expenses
  Salaries and wages                               90,000                 3,750                 93,750
  Payroll tax expense                               7,326                   448                  7,774
  Development costs                                73,422                   -0-                 73,422
  Amortization expense                             10,831                   -0-                 10,831
  Office expenses                                  23,756                 1,369                 25,125
  Consulting fees                                  61,679                   -0-                 61,679
  Professional fees                                48,464                   630                 49,094
                                                ---------             ---------              ---------

Total Expenses                                    315,478                 6,197                321,675
                                                ---------             ---------              ---------

Net Loss Before Provision for Income Taxes       (312,355)               (6,197)              (318,532)

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

Net Income (Loss)                               $(312,335)            $  (6,197)             $(318,532)
                                                =========             =========              =========

Net Loss Per Common Share - Basic               $    (.03)            $    (.00)             $    (.05)
                                                =========             =========              =========
</TABLE>

                 See accompanying notes to financial statements

                                      F-4
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A Development Stage Company)

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
               For the Years Ended December 31, 2000 and 1999 and
        the Period From January 1, 1999 (Inception) to December 31, 2000

<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                                                                          (6,197)       (6,197)
                                        -----------    ----------     ----------    -----------     ---------     ---------

BALANCES, December 31, 1999                 704,869     1,094,406      1,402,219     (2,496,624)       (6,197)       (6,196)
  Stock for professional services           225,000        11,250         32,800                                     44,050
  Acquisition of assets for stock         1,488,815        74,441         19,360                                     93,801
  5 for 1 forward stock split             9,093,220      (604,502)       604,502                                          0
  Net loss, December 31, 2000                                                                        (312,335)     (312,335)
                                        -----------    ----------     ----------    -----------     ---------     ---------

BALANCES, December 31, 2000              11,511,904    $  575,595     $2,058,881    $(2,496,624)    $(318,532)    $(180,680)
                                        ===========    ==========     ==========    ===========     =========     =========
</TABLE>

                 See accompanying notes to financial statements

                                      F-5
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
               For the Years Ended December 31, 2000 and 1999 and
        the Period From January 1, 1999 (Inception) to December 31, 2000

<TABLE>
<CAPTION>
                                                                                                      January 1, 1999
                                                        For the Year Ended     For the Year Ended     (Inception) to
                                                         December 31, 2000     December 31, 1999     December 31, 2000
                                                         -----------------     -----------------     -----------------
<S>                                                            <C>                    <C>                   <C>

Net income (loss)                                            $(312,335)            $  (6,197)            $(318,532)
Adjustments to reconcile net income to
 net cash provided by operating activities:
  Amortization expense                                          10,831                     0                10,831
  Noncash development and professional services                117,472                     0               117,472
  (Increase) decrease in:
    Prepaid expenses                                                 0               (18,945)              (18,945)
  (Decrease) increase in:
    Accounts payable                                            38,807                     0                38,807
    Accrued wages                                               90,000                 3,750                93,750
    Accrued payroll taxes                                        7,326                   448                 7,774
    Accounts payable - stockholder                              47,942                20,944                68,886
                                                             ---------             ---------             ---------
          Total adjustments                                    312,378                 6,197               318,575
                                                             ---------             ---------             ---------

CASH FLOWS FROM OPERATING ACTIVITIES                                43                     0                    43
                                                             ---------             ---------             ---------

CASH FLOWS FROM INVESTING ACTIVITIES                                 0                     0                     0
                                                             ---------             ---------             ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Stock issued for professional services                             0                     0                     0
                                                             ---------             ---------             ---------

NET INCREASE IN CASH                                                43                     0                    43

CASH, beginning of period                                            0                     0                     0
                                                             ---------             ---------             ---------
CASH, end of period                                          $      43             $       0             $      43
                                                             =========             =========             =========
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 insurance agency for 20,379
   shares of stock                                                                                          20,379
  Acquisition of internet consulting for 75,000
   shares of stock                                                                                          28,125
  Acquisition of marketing consulting for 50,000
   shares of stock                                                                                          10,925
</TABLE>

                 See accompanying notes to financial statements

                                      F-6
<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.  The  Company  had  been  inactive  and  has  not  actively
     conducted  operations,  generated revenues or incurred expenses since 1995.
     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.   It  is  anticipated   that  the  Company  will  become  fully
     operational in late 2001.

     Intangibles

     The insurance  agency is being amortized on the straight line method over a
     ten year period. Reinstatement fees for the Over-the-Counter Bulletin Board
     (OTCBB)  exchange is being  amortized over a two year period.  Amortization
     expense for the year ended  December  31, 2000 and 1999 was $10,831 and $0,
     respectively.  At  December  31,  2000  and  1999,  intangibles  are net of
     accumulated amortization of $10,831 and $-0-, respectively.

                                      F-7
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


     Loss per Common Share

     Loss per common  share is based on the  weighted  average  number of shares
     outstanding  which was  10,568,460 for the year ended December 31, 2000 and
     3,524,345 at December 31, 1999 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 7,046,402. There are no
     stock options which would affect dilution.

     Fair Value of Financial Statements

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

NOTE 2 - MERGERS

     In 1970, 1971 and 1994, the Company completed mergers as follows:

     1970 - WASATCH MINERAL AND CONSTRUCTION CORPORATION:  This entity attempted
     to conduct the business of mining and mineral exploration.  Corporate stock
     was  issued  in  connection  with the  purchase  of  properties  and  these
     investments  were  valued at  approximately  $482,276,  but no  significant
     revenues  were earned.  An  accumulated  deficit  from Wasatch  Mineral and
     Construction for $365,820 was added to the Company's  stockholders'  equity
     as a result of this merger and activity.

     1971 - NATIONAL  PUMICITE  DEVELOPMENT  CORPORATION:  This  entity  owned a
     patent application for manufacturing dense heat insulating and nonabsorbent
     concrete.  Corporate stock was issued in connection with this  acquisition,
     which was valued at $210,364.

     1994 - ENERGECO (A LIMITED LIABILITY COMPANY): This entity held oil and gas
     leases in southwestern  Oklahoma.  After undergoing a 20 to 1 reverse stock
     split,  the Company issued  21,435,043  shares of stock in connection  with
     this merger.

     Additional  business  merger  attempts  were made in the years 1983 - 1988,
     with no transactions  completed.  There were no merger documents signed and
     no costs incurred in connection  with these failed  mergers;  however,  the
     Company issued an additional  2,588,700  shares of stock in connection with
     them.

NOTE 3 - PRIOR ACTIVITIES

     During the period from 1969 through 1974, general and administrative  costs
     totaling  $237,817 were incurred,  including  $165,792 in consulting  fees.
     During the period from 1975  through  1982,  additional  expenses  totaling
     $740,711 were incurred in connection with the issuance of additional shares
     of common  stock.  During  this period the  Company  earned no  significant
     revenues.  All expenses  incurred  during the period from 1969 through 1982
     were charged to operations.

     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.

                                      F-8
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


NOTE 4 - PROPRIETARY INSURANCE PRODUCTS

     During 2000, a stockholder and officer  transferred  proprietary  insurance
     products which 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 5 - 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
     transferred in to service the  proprietary  insurance  products  previously
     transferred into the Company.

NOTE 6 - 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.

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

                                                        2000            1999
                                                        ----            ----
     Currently payable                                  $ 0             $ 0
     Deferred                                             0               0
                                                        ---             ---
         Total                                          $ 0             $ 0
                                                        ===             ===

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

<TABLE>
<CAPTION>
                                                             2000                         1999
                                                     ----------------------       ----------------------
                                                                % 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                 (13,356)        (4)%               0          0%
     Loss for financial reporting purposes
      without tax expense or benefit                 (92,838)       (30)%          (2,000)       (34)%
                                                   ---------       ----           -------        ---
     Income taxes at statutory rate                $(106,194)       (34)%         $(2,000)       (34)%
                                                   =========       ====           =======        ===
</TABLE>

     At December 31, 2000 the Company had a net operating loss  carryforward  of
     approximately $136,000 expiring in 2020.

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

                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


     The Company's  deferred tax assets and liabilities at December 31, 2000 and
     1999 consist of:

                                                2000                1999
                                                ----                ----
     Deferred tax asset                       $ 80,600            $  1,400
     Valuation allowance                       (80,600)             (1,400)
     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 carryforwards. No deferred taxes are reflected in the
     balance  sheet at December 31, 2000 and 1999 due to a valuation  allowance.
     As of December 31, 2000, the Company  recognized a $79,200  increase in the
     valuation allowance from 1999.

NOTE 7 - CONTINGENT LIABILITY

     During 1994,  the Company  entered into an agreement with John and R. Blair
     Lund to make a market for the stock for the Company. Upon completion of the
     agreement,  these  individuals  were to be issued 25,000 shares of stock in
     AMEX Systems Corporation and $5,000 cash in exchange for their services. In
     the  opinion  of the  Company's  management,  the  agreement  was not fully
     completed  and  there  remains a  dispute  with the Lunds for  compensation
     earned for partial completion of the agreement.

NOTE 8 - COMMITMENTS AND SUBSEQUENT EVENTS

     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 $33,000  during the
     current year.

     The Company has entered into an equipment  purchase  agreement  for $75,729
     for computer hardware.  The agreement was entered into in July 2000 but the
     hardware was never shipped and the Company reserves the right to cancel the
     agreement.  It is  anticipated  that the  hardware  will be received in the
     summer of 2001 and used in the normal operations of the Company.

     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.

NOTE 9 - 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 and these costs are being amortized over two
     years  starting in 2000.  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.

                                      F-10