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

                                  FORM 10-KSB/A
                                   As Restated

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

                   For the fiscal year ended December 31, 2000

                          MILLENIUM HOLDING GROUP, INC.
                  (Formally known as Amex Systems Corporation)
                       (Name of Small Business Registrant)

                                     0-28431
                             Commission File Number

        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. [X] YES [ ] 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 (X) No
<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 8K filed on April 4, 2001 as amended by an 8K
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 OTCBB. 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                        4
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       8
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                       8
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                     9

                                       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. (OTCBB: 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 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.

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.

                                       2
<PAGE>
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

(a) Market Information

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

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

(b) There are approximately 947 holders of the common equity of the Company.

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

                                       3
<PAGE>
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.

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 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 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:

                                       4
<PAGE>
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 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).

                                       5
<PAGE>
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

                                    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.

                                       6
<PAGE>
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.

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.

                                       7
<PAGE>
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.

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.

                                       8
<PAGE>
ITEMS 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

     3.1  Articles of Incorporation with Amendments filed with the Form 10SB on
          December 9, 1999 and incorporated by reference

     3.2  By Laws filed with the Form 10SB on December 9, 1999 and incorporated
          by reference

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

     23   Consent of Accountant

(b) Reports on Form 8-K

     The Company filed nine (9) reports on Form 8-K to date.

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

     On March 7, announcing a change in control.

     On March 16 announcing a new CUSIP number.

     On March 17 announcing a new symbol (MNHG)

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

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

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

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

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

                                       9
<PAGE>
                                   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.

March 18, 2002                          /s/ Richard L. Ham
                                        --------------------------------------
                                        Richard L. Ham, Director and President


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


                                       10
<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 sheets of Millenium Holding Group, Inc.
(a  Development  Stage Company) as of December 31, 2000 and 1999 and the related
statements  of  income,  stockholders'  equity and cash flows for the years then
ended and the period  beginning  January 1, 1999  (inception) and ended December
31, 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 audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Millenium Holding Group, Inc.
as of December 31, 2000 and 1999 and the results of its  operations and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

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


Cleveland, Ohio
July 9, 2001 (except for Note 10
for which the date is January 11, 2002)

                                      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
  Overriding royalty interest - Rusk and Harrison Counties,
   Texas                                                                             1                 1
                                                                           -----------       -----------
       Total Assets                                                        $        44       $         1
                                                                           ===========       ===========

                      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                                                            2,038,502         1,402,219
  Prior retained earnings (deficit)                                         (2,496,624)       (2,496,624)
  Deficit accumulated during the development stage                            (326,646)          (25,142)
                                                                           -----------       -----------

       Total Stockholders' Equity (Deficit)                                   (209,173)          (25,141)
                                                                           -----------       -----------

       Total Liabilities and Stockholders' Equity                          $        44       $         1
                                                                           ===========       ===========
</TABLE>
                 See accompanying notes to financial statements

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


<TABLE>
<CAPTION>
                                               For the Year          For the Year        January 1, 1999
                                                  Ended                 Ended             (Inception) to
                                            December 31, 2000     December 31, 1999     December 31, 2000
                                            -----------------     -----------------     -----------------
<S>                                             <C>                   <C>                   <C>
Revenues                                        $   4,818             $   5,600             $  10,418

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
  Office expenses                                  23,756                 1,369                25,125
  Consulting fees                                  61,679                     0                61,679
  Professional fees                                50,139                25,175                75,314
                                                ---------             ---------             ---------

Total Expenses                                    306,322                30,742               337,064
                                                ---------             ---------             ---------

Net Loss Before Provision for Income Taxes       (301,504)              (25,142)             (326,646)

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

Net Income (Loss)                               $(301,504)            $ (25,142)            $(326,646)
                                                =========             =========             =========

Net Loss Per Common Share - Basic               $    (.02)            $    (.03)            $    (.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 YEAR 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                                                                    (25,142)     (25,142)
                                       -----------    ----------   ----------   -----------    ---------    ---------
BALANCES, December 31, 1999                704,869     1,094,406    1,402,219    (2,496,624)     (25,142)     (25,141)

  Stock for professional services          225,000        11,250       32,800                                  44,050
  Acquisition of assets for stock        1,488,815        74,441       (1,019)                                 73,422
  5 for 1 forward stock split            9,093,220      (604,502)     604,502                                       0
  Net loss, December 31, 2000                                                                   (301,504)    (301,504)
                                       -----------    ----------   ----------   -----------    ---------    ---------

BALANCES, December 31, 2000             11,511,904    $  575,595   $2,038,502   $(2,496,624)   $(326,646)   $(209,173)
                                       ===========    ==========   ==========   ===========    =========    =========
</TABLE>
                 See accompanying notes to financial statements

                                      F-5
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
          FOR THE YEAR ENDED DECEMBER 31, 2000 AND 1999 AND THE PERIOD
              FROM JANUARY 1, 1999 (INCEPTION) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                           For the Year        For the Year       January 1, 1999
                                                               Ended               Ended          (Inception) to
                                                         December 31, 2000   December 31, 1999   December 31, 2000
                                                         -----------------   -----------------   -----------------
<S>                                                          <C>                 <C>                 <C>
Net income (loss)                                            $(301,504)          $ (25,142)          $(326,646)

Adjustments to reconcile net income to net cash
 provided by operating activities:
   Amortization expense                                              0                   0                   0
   Noncash development and professional services               117,472                   0             117,472
 (Increase) decrease in:
   Prepaid expenses                                                  0                   0                   0
 (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                                      301,547              25,142             326,689
                                                             ---------           ---------           ---------

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 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.

     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 that 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.

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


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.

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.   The   transaction   was  treated  as  a
     recapitalization for 1999 and 2000.

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


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

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

                                                  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                (24,963)         (4)%            0           0%
    Loss for financial reporting purposes
     without tax expense or benefit                (77,548)        (30)%       (8,548)        (34)%
                                                   -------        ----         ------        ----
    Income taxes at statutory rate               $(102,511)        (34)%     $ (8,548)        (34)%
                                                 ========         ====       ========        ====
</TABLE>

     At December 31, 2000 the Company had a net operating loss  carryforward  of
     approximately $150,000 expiring in 2020.

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

                                                2000                1999
                                              --------            --------
     Deferred tax asset                       $ 87,600            $  8,400
     Valuation allowance                       (87,600)             (8,400)
     Deferred tax liability                          0                   0
                                              --------            --------
                                              $      0            $      0
                                              ========            ========

                                      F-9
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


     Deferred taxes are provided for temporary differences in deducting expenses
     for financial  statement and tax purposes.  The deferred tax asset consists
     of net operating  loss carry  forwards.  No deferred taxes are reflected in
     the  balance  sheet at  December  31,  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.  Effective  May 23, 2001,  the Company was
     delisted again from the OTCBB as a result of not filing its Form 10-KSB for
     the year ended December 31, 2000.

NOTE 10 - PRIOR PERIOD ADJUSTMENT

     The financial statements are being restated for 1999 and 2000. In 1999, the
     Company  capitalized  certain  professional  fees for  reinstatement to the
     Over-The-Counter-Bulletin-Board  (OTCBB)  exchange  that  should  have been
     expensed  in  the  year  incurred.   Additionally,  the  major  shareholder
     contributed  an insurance  agency in 2000 that was treated as a purchase of
     insurance   contracts,    however   should   have   been   treated   as   a
     recapitalization. The effect of correcting these errors was to decrease net
     loss by $10,831 in 2000 and increase net loss by $18,945 in 1999.  Net loss
     from inception  (January 1, 1999)  increased by $8,114 as a result of these
     changes.

                                      F-10