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, 2005


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


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


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

                                 (702) 492 7721
                         (Registrants Telephone Number)


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

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

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

Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

The registrant's revenues for its most recent fiscal year were $0

Number of  shares  outstanding  of each of the  registrant's  classes  of common
equity,  (par value $.05) as of December  31,  2005 is  21,095,769.  The closing
price of the  shares on May 1, 2006 was $0.24.  The  market  value of the Common
Shares held by non-affiliates was $2,732,427.60.

The following documents are herein  incorporated by reference:  (1) Form 10SB12G
filed on  December 9, 1999 (file No.  000-28431),  is  incorporated  in Part III
13(a).  Form 10-KSB filed on July 19, 2001, is  incorporated  in Part III 13(a).
Form 10KSB/A filed on March 19,2002,  is  incorporated  in Part III 13(a).  Form
10-QSB filed on July 20, 2001,  is  incorporated  in Part III 13(a).  Form 10QSB
filed on August 20, 2001, is incorporated  in Part III 13(a).  Form 10-QSB filed
on January 11, 2002, is incorporated in Part III 13(a).  Form 10KSB filed on May
14, 2002, is incorporated in Part III 13(a).  Form 10-QSB filed on May 22, 2002,
is  incorporated  in Part III 13(a).  Form 10-QSB filed on August 16,  2002,  is
incorporated  in Part III 13(a).  Form 10-QSB  filed on November  20,  2002,  is
incorporated  in Part  III  13(a).  Form  10-KSB  filed on April  14,  2003,  is
incorporated  in  Part  III  13(a).  Form  10-QSB  filed  on May  19,  2003,  is
incorporated  in Part III  13(a).  Form  10-QSB  filed on August  26,  2003,  is
incorporated  in Part III 13(a).  Form 10-QSB  filed on November  20,  2003,  is
incorporated  in  Part  III  13(a).  Form  10-KSB  filed  on May  17,  2004,  is
incorporated  in  Part  III  13(a).  Form  10-QSB  filed  on May  20,  2004,  is
incorporated  in Part III  13(a).  Form  10-QSB  filed on August  23,  2004,  is
incorporated  in Part III 13(a).  Form 10QSB  filed on  November  22,  2004,  is
incorporated  in  Part  III  13(a).  Form  10-KSB  filed  on May  16,  2005,  is
incorporated  in Part III 13(a).  Form  10-KSB/A  filed on August 16,  2005,  is
incorporated  in Part III 13(a).  Form  10-KSB/A  filed on December 5, 2005,  is
incorporated  in  Part  III  13(a).  Form  10-QSB  filed  on May  24,  2005,  is
incorporated  in Part III  13(a).  Form  10-QSB  filed on August  16,  2005,  is
incorporated  in Part III 13(a).  Form 10-QSB  filed on November  21,  2005,  is
incorporated in Part III 13(a).

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

                                      INDEX

                                                                            Page
                                                                            ----

PART I

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

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

PART II

ITEM 5.   MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS                                                             5
ITEM 6.   MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION                       6
ITEM 7.   FINANCIAL STATEMENTS                                                9
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL MATTERS                                                  10
ITEM 8A.  CONTROLS AND PROCEDURES                                            11
ITEM 8B.  OTHER INFORMATION                                                  11

PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                  12
ITEM 10.  EXECUTIVE COMPENSATION                                             13
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     14
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     15
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                                   15
ITEM 14.  CONTROLS AND PROCEDURES                                            17

                                        1
<PAGE>
                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

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

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

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

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

BUSINESS

Millenium  Holding  Group,  Inc.  (OTC BB: MNHG) is a publicly  traded and fully
reporting  Company in early  stage  development.  The  passage of the  Financial
Modernization Act (Gramm-Leach-Bliley  Act) will radically overhaul the nation's
banking, insurance and securities markets. The Act allows one Company to possess
all three  disciplines.  Millenium  Holding intends to pursue the creation of an

                                        2
<PAGE>
Internet National Bank and an Internet Insurance  Company.  It is also exploring
the  possibility of forming or acquiring a Broker Dealer in order to service the
securities  market. The Company intends to, and is actively focusing on mortgage
banking and real estate.

The Company has submitted the  application  for a Mortgage Banker license to the
State of Nevada Mortgage Lending Division. The Company has recently obtained the
conditional  letter of  approval  from the  Division of  Mortgage  Lending.  The
Company is in the process of submitting the license  requirements needed for its
wholly owned subsidiary to obtain the Mortgage Banker license.

The Company through its wholly owned subsidiary,  FYNRE, is pursuing real estate
development.  The focus is to the  development  of real estate  specializing  in
self-contained communities and other areas.

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

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

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

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

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.

                                        3
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY

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

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

ITEM 3. LEGAL PROCEEDINGS

On June 10, 2004 the Company  filed a complaint  with the Clark  County,  Nevada
District Court (the "Court")  alleging that Camden Holdings,  Inc.  breached the
consulting  agreement dated November 18, 2003 in several material respects.  The
Company is seeking the return of the 505,051  shares issued to Camden  Holdings,
Inc. and  reimbursement  for  reasonable  attorneys' and court fees. On June 22,
2004 the Court ordered a preliminary injunction restricting the sale or transfer
of said  shares.  On June 10,  2005,  the Court  dismissed  the Amended  Answer,
Counterclaim,  and  Third-party  Complaint and granted leave to the Plaintiff to
serve and file its Amended Complaint.

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

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

None

                                        4
<PAGE>
                                     PART II

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

(a) Market Information

Our common  stock is currently  quoted on the  Over-The-Counter  Bulletin  Board
under the Symbol  "MNHG." The company has been able to determine  the  following
high and low sales prices for each  quarter from  01/01/04 to date and on May 1,
2006 as follows:

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

      03/31/05           0.75               0.35          0.37
      06/30/05           0.35               0.17          0.29
      09/30/05           0.58               0.20          0.30
      12/31/05           0.655              0.36          0.53

      03/31/06           0.82               0.32          0.32
      05/01/06           0.24               0.24          0.24

The above  quotations  are  inter-dealer  quotations  from market  makers of our
common stock. At certain times the actual closing or opening  quotations may not
represent actual trades that took place.

(b) Holders

There are approximately 1,004 holders of the common equity of the Company. The
transfer agent is Computershare Trust Company, Inc., 350 Indiana Street, Suite
800, Golden, Colorado 80401.

(c) Dividends

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.

                                        5
<PAGE>
(d) Recent Sales of Unregistered Securities

On January 28th,  February 14th, March 1st, March 15th, April 15th, May 6th, May
23rd, May 26th, June 21st, July 2nd, July 14th,  August 8th, August 15th, August
29th, September 1st, September 23rd, September 26th and September 27th, November
4th,  November 14th,  December 8th,  December 12th,  December 14th, and December
30th,  2005 and January 6th,  March 28th,  April 5th and April 27th,  2006,  the
Company entered into thirty convertible notes totaling $455,865.00.

On February 10, 2005, the Company  entered into a Promissory  Note with Envision
Capital,  LLC  totaling  $240,000.00.  Pursuant  to the terms of the note,  five
hundred  thousand  (500,000)  restricted  common  shares of the  Company are due
Envision Capital.  Said shares have not been issued.  This note supersedes prior
Promissory Notes dated December 23, 2005, January 13, January 19 and January 25,
2006.

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

ITEM 6. MANAGEMENT'S PLAN OF OPERATION

THE  FOLLOWING  INFORMATION  CONTAINS  CERTAIN  FORWARD-LOOKING   STATEMENTS  OF
MANAGEMENT  OF THE  COMPANY.  FORWARD-LOOKING  STATEMENTS  ARE  STATEMENTS  THAT
ESTIMATE THE HAPPENING OF FUTURE  EVENTS AND ARE NOT BASED ON  HISTORICAL  FACT.
FORWARD-LOOKING  STATEMENTS  MAY BE  IDENTIFIED  BY THE  USE OF  FORWARD-LOOKING
TERMINOLOGY,  SUCH AS "MAY," "SHALL,"  "WILL,"  "COULD,"  "EXPECT,"  "ESTIMATE,"
"ANTICIPATE," "PLAN," "PREDICT,"  "PROBABLE,"  "POSSIBLE," "SHOULD," "CONTINUE,"
OR SIMILAR TERMS,  VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE
FORWARD-LOOKING  STATEMENTS  SPECIFIED IN THE  FOLLOWING  INFORMATION  HAVE BEEN
COMPILED BY OUR  MANAGEMENT ON THE BASIS OF  ASSUMPTIONS  MADE BY MANAGEMENT AND
CONSIDERED  BY  MANAGEMENT  TO BE  REASONABLE.  OUR  FUTURE  OPERATING  RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION,  GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

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

                                        6
<PAGE>
The Company has submitted the  application  for a Mortgage Banker license to the
State of Nevada Mortgage Lending Division. The Company has recently obtained the
conditional  letter of  approval  from the  Division of  Mortgage  Lending.  The
Company is in the process of submitting the license  requirements needed for its
wholly owned subsidiary to obtain the Mortgage Banker license.

The Company through its wholly owned subsidiary,  FYNRE, is pursuing real estate
development.  The focus is to the  development  of real estate  specializing  in
self-contained communities and other areas.

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

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

Richard Ham and Ham Consulting Company, the principal shareholders, have pledged
to satisfy the Company's  cash  requirements  in the near future.  The principal
shareholders  have no expectations of  reimbursement of the funds advanced other
than  restricted  stock  payment in lieu of cash.  It has no way of  determining
whether there will be any type of reimbursement  in the future.  During February
of 2002,  the  Company  issued  229,795  shares  at $0.35 per share to its chief
executive  and  controlling  shareholder  to reimburse  him for expenses paid on
behalf of the Company. The Company also issued 209,375 restricted shares to this
shareholder  in exchange for 167,500  shares he sold to meet  certain  financial
obligations of the Company.

The cost associated  with the acquisition and leasing of the software  developed
by Banking Software Co. and the integration technology created by IBM as well as
the hiring of the numerous employees  necessary to launch the Internet Bank will
precipitate  either a public offering,  loans or the existing  shareholders will
re-invest on a private  basis.  The Company is attempting to raise at least five
million dollars  ($5,000,000),  net of all fees and organizational  costs within
the next 12 months.

The software required for the Internet bank is state-of-the-art  and can service
up to a fourteen  billion-dollar  bank.  The Systems will provide an  automation
System  with  multi-currency  and  multi-lingual  abilities.  The core system is
stable  and secure  with an  adaptable  foundation  that  allows the  Company to

                                        7
<PAGE>
continue  to focus its  resources  and  attention  on  delivering  products  and
services to its customers.  The software,  which can be adapted to the insurance
business,  will  be  the  center  of the  Company's  business,  consists  of the
following five components:

The Customer Information Component tracks data on all customers.

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

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

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

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

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

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

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

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES.

Our Management's Plan of Operations section discusses our financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States of America.  The  preparation  of these  financial
statements requires management to make estimates and assumptions that affect the
reported  amounts  of  assets  and  liabilities  at the  date  of the  financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the

                                        8
<PAGE>
reporting period. On an on-going basis,  management  evaluates its estimates and
judgments,  including those related to revenue  recognition,  accrued  expenses,
financing  operations,  and contingencies  and litigation.  Management bases its
estimates and judgments on  historical  experience  and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for  making  judgments  about the  carrying  value of assets  and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.  The most
significant  accounting  estimates  inherent in the preparation of our financial
statements  include  estimates  as to the  appropriate  amounts  to  accrue  for
operating expenses. These accounting policies are described at relevant sections
in this  discussion  and analysis and in the notes to the  financial  statements
included  in our Annual  Report on Form 10-KSB for the year ended  December  31,
2005.

GOING CONCERN

As of December 31, 2005, the Company had  recognized  little revenue to date and
had accumulated  operating losses of approximately  $10,106,875 since inception.
The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to successfully  develop and market its products,  meet future financing
requirements,  and achieve and maintain  profitable  operations.  Subsequent  to
year-end, the Company entered into an Investment Agreement with Dutchess Private
Equities Fund,  L.P. Under the Investment  Agreement,  Dutchess can invest up to
$8,500,000 to purchase common stock pursuant to put notices by the Company. This
agreement  effectively provides an equity line of credit to be drawn upon at the
Company's discretion.  In addition,  subsequent to year-end, the Company entered
into an agreement  with US Euro  Securities,  Inc. to serve as  Placement  Agent
regarding a proposed "best efforts"  equity/debt offering of a certain amount of
securities to be issued by the Company.

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.

                                       9
<PAGE>
ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL MATTERS

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

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

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

Effective  November 18, 2005, the Board of Directors accepted the resignation of
Franklin Griffith & Associates of Las Vegas, Nevada as its independent auditors.
The principal  accountant's report on the financial statements for the past year
was qualified as to the  uncertainty  of the company's  ability to continue as a
going concern, it was not modified as to audit scope, or accounting principals.

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

The  registrant  on November  18,  2005  appointed  De Joya  Griffith & Company,
Certified Public Accountants of Las Vegas,  Nevada as its principal  accountant.
Neither the registrant nor anyone on its staff has consulted, De Joya Griffith &
Company,  Certified  Public  Accountants  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 De Joya
Griffith & Company, Certified Public Accountants

                                       10
<PAGE>
Effective  January 11, 2006, the Board of Directors  accepted the resignation of
De Joya  Griffith & Company,  LLC of Las  Vegas,  Nevada as the its  independent
auditors for the fiscal year ended December 31, 2005. The principal accountant's
report on the  financial  statements  for the past year was  qualified as to the
uncertainty of the company's ability to continue as a going concern,  it was not
modified as to audit scope, or accounting principals.

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

The registrant on March 17, 2006  appointed,  Mendoza  Berger & Company,  LLC of
Irvine,  California  as its principal  accountant.  Neither the  registrant  nor
anyone on its staff has consulted,  Mendoza Berger & Company, LLC 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 Mendoza Berger & Company, LLC.

ITEM 8A. CONTROLS AND PROCEDURES.

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

ITEM 8B. OTHER INFORMATION.

None.

                                       11
<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             52                President, Treasurer and
                                             Member of the Board of Directors

Carla Aufdenkamp           43                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-nine  years  experience in the financial  planning and
insurance  industry.  For the past twenty-one of those twenty-nine years, he has
been involved in project  management  and business  consulting.  Eleven of those
twenty-one  years have been as the  president of the Company  formerly  known as
Amex Systems  Corporation.  Mr. Ham is also a licensed health and life insurance
consultant.  He has served as one of the first  qualified  continuing  education
instructors for the states of Nebraska and Iowa. Mr. Ham has conducted  seminars
throughout the Midwest for agents,  agencies and other  organizations on product
knowledge, estate planning, motivation and promotion.

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

Carla  Aufdenkamp  has  over  twenty-four  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  eleven  years as its
administrator. Ms. Aufdenkamp is married to Mr. Ham.

                                       12
<PAGE>
None of the Directors,  Officers have been convicted or are subject to a pending
criminal proceeding,  nor have they been subjected to any type of order barring,
suspending  or otherwise  limiting  their  involvement  in any type of business,
securities  or  banking  activities.  Furthermore,  none  of the  Directors  and
Officers have been found by a court of competent jurisdiction, the Commission or
the  Commodity  Futures  Trading  Commission to have violated a federal or state
securities or commodities law.

COMMITTEES

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

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

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

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

Set forth below is a summary of  compensation  for our  officers  for the fiscal
year ended  December  31, 2005,  the six months ended  December 31, 2004 and the
fiscal years ended 2004 and 2003.  There are no annuity,  pension or  retirement
benefits  proposed to be paid to our  officers,  directors  or  employees in the
event of retirement at normal retirement date pursuant to any presently existing
plan provided or contributed to by us.

<TABLE>
<CAPTION>
                             ANNUAL COMPENSATION                 LONG TERM COMPENSATION
                         -------------------------------    ----------------------------------
                                                                     Awards            Payouts
                                                            ------------------------   -------
                                                            Other                   Securities
                                                           Annual     Restricted    Underlying              All Other
                                                           Compen-      Stock        Options/      LTIP      Compen-
                          Year       Salary($)  Bonus($)  sation($)   Award(s)($)     SARs(#)   Payouts($)  sation($)
                          ----       ---------  --------  ---------   -----------     -------   ----------  ---------
<S>                     <C>        <C>         <C>        <C>          <C>             <C>        <C>        <C>
Richard L. Ham, CEO,      2005      $354,750      $0         $0           $0          390,225      $0        $35,475
President (1)             2004      $322,500      $0         $0           $0          354,750      $0        $59,291
                          2003 (2)  $150,000      $0         $0           $0          165,000      $0        $23,622
                          2003      $262,500      $0         $0           $0          247,500      $0        $48,424

Carla Aufdenkamp, Vice    2005      $120,204      $0         $0           $0          132,224      $0        $12,020
President/Secretary (3)   2004      $111,300      $0         $0           $0          122,430      $0        $11,130
                          2003 (2)  $ 52,500      $0         $0           $0           57,750      $0        $ 5,250
                          2003      $ 96,750      $0         $0           $0           86,625      $0        $ 7,875
</TABLE>

----------
1.   Appointed Chief  Executive  Officer and President from January 1994 to June
     1999 and October 1999 to current.
2.   Compensation for the six months ended December 31, 2004.
3.   Appointed  Vice  President and Secretary from January 1994 to June 1999 and
     October 1999 to current.

                                       13
<PAGE>
On April 2, 2003,  the Company  entered into an  employment  agreement  with the
President of the Company (the  "Employee").  The terms of the agreement  include
the following:  base salary of $300,000 per annum with annual  increases of 10%,
medical/dental  insurance,  group  life  insurance,  a bonus of 1% of the pretax
profits of the Company, stock options, and various other employee benefits.

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

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

Salary  expense for the years ended December 31, 2005 and 2004 were $474,954 and
$433,800  respectively.  These salaries are being accrued. On November 30, 2004,
the Board of  Directors  resolved  to issue  shares of its  common  stock to the
President  and to the Vice  President/Secretary  in exchange  for accrued  wages
valued at $573,375.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

Name and Address                          Amount of                 Percentage
of Beneficial Owner                   Beneficial Ownership           of Class
-------------------                   --------------------           --------
Ham Consulting Company. (*)           2,296,125                        10.9%
P.O. Box 22157
Lincoln, NE 68542

Richard L. Ham
Carla Aufdenkamp
12 Winding Road                      10,422,744 (1)                    49.4%
Henderson, NV 89052

All Executive Officers and
Directors as a Group (2)             12,718,869 (1)                    60.3%

Dennis Eliassen                       1,444,925                         6.8%
12 Winding Road
Henderson, NV 89052

----------
(*)  Mr. Ham and his wife own 95% of Ham Consulting Co. Reginald L. Chamorre who
     resides in Belgium and is not active in the  management of the Company owns
     the balance.
(1)  Includes  options  to  purchase  1,333,754  shares  of  common  stock at an
     exercise  price of $2.00 and $0.40  expiring  within one year from the date
     employment ceases.

                                       14
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are and have been no transactions with promoters.

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

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

      There are no parents of this small business Company.

ITEMS 13. EXHIBITS

(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
3.4      Amendment to Articles of Incorporation re Preferred stock
3.5*     Amended By Laws
4.*      Convertible Note @ 10% interest (Form)
4.1*     Convertible Note @ 8% interest (Form)
10.1     Employment Agreement dated April 3, 2003 with Mr. Ham
10.2     Employment Agreement dated April 3, 2003 with Ms. Aufdenkamp
10.3     Consulting Agreement (Form)
10.4     Consulting Agreement dated November 18, 2003 with Camden Holdings, Inc.
10.5     Asset and  License  Purchase  Agreement  dated March 29, 2004 with U.S.
         Probe, Inc.
10.6     Agreement and Plan of Merger dated July 9, 2004 with Sutura, Inc.
10.7     Common Stock Purchase Agreement and Registration Rights Agreement dated
         July 20, 2004 with Fusion Capital Fund II, LLC
10.8     Contract for Services dated August 4, 2004 with Vosnuevo Communication,
         Inc.
10.9     Contract  for  Consulting  Services  dated  September  6, 2004 with ERS
         Consulting
10.10    Promissory Note (form)
10.11    Agreement dated December 1, 2004 with KMA Capital Partners, Ltd.

                                       15
<PAGE>
10.12    Management  Consulting Engagement Agreement dated February 7, 2005 with
         Cochran Edwards and Partners filed with this report
10.13    Market  Awareness  Engagement  Agreement  dated  February  7, 2005 with
         Cochran Edwards and Partners
10.14    Equity  Referral  Agreement dated February 7, 2005 with Cochran Edwards
         and Partners
10.15    Financial  Public  Relations  Agreement  February 7, 2005 with  Cochran
         Edwards and Partners
10.16    Engagement  Agreement  with Warren  White and Curt Newcom  dated May 5,
         2005
10.17    Finder's fee  agreement  with A Mortgage  Source  International,  Inc.,
         d/b/a  Investment  Consulting  Group,  Inc.  dated July 12,  2005 and a
         revised finder's fee agreement dated July 28, 2005.
10.18    Consulting agreement with InvestSource, Inc. dated July 31, 2005.
10.19    Consulting  agreement  with  Christopher  Sena of Knight  Imaging dated
         October 1, 2005.
10.20*   Consulting agreement with ERS Consulting dated December 31, 2005.
10.21*   Promissory  Note with Envision  Capital,  LLC dated February 10th, 2006
         for $240,000,  which  supersedes  prior promissory notes dated December
         23, 2005, January 13th, January 19th and January 25th, 2006.
10.22*   Consulting  agreement  with  Christopher  Sena of Knight  Imaging dated
         January 5, 2006.
10.23*   Investment  Agreement and a Registration Rights Agreement with Dutchess
         Private Equities Fund, L.P. dated March 27, 2006.
10.24*   Engagement agreement with US EuroSecurities, Inc. dated March 31, 2006.
31.1     Certification  of Chief  Executive  Officer  Pursuant to the Securities
         Exchange Act of 1934,  Rules 13a-14 and 15d-14,  as adopted pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002
31.2     Certification  of Chief  Financial  Officer  Pursuant to the Securities
         Exchange Act of 1934,  Rules 13a-14 and 15d-14,  as adopted pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002
32       Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002

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

                                       16
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

For the fiscal years ended December 31, 2005, the Company's principal accountant
billed $20,000, for the audit of the Company's annual financial statements.  For
the year ended  December 31, 2004,  the Company's  prior  accountant  billed the
company  approximately  $20,834 for the annual audit of the financial statements
and for the reviews of the financial  statements  included in the Company's Form
10-QSB filings for 2005 and 2004.

AUDIT-RELATED FEES

For the fiscal years ended December 31, 2005 and 2004,  the Company's  principal
accountant  billed $0 and $0,  respectively,  and the Company's prior accountant
billed $0 and $5,820,  respectively for assurance and related services that were
reasonably  related to the  performance  of the audit or review of the Company's
financial statements outside of those fees disclosed above under "Audit Fees".

TAX FEES

For the fiscal years ended December 31, 2005 and 2004,  the Company's  principal
accountant  billed $0 and $0,  respectively,  and the Company's prior accountant
billed $0 and $2,638,  respectively,  for tax  compliance,  tax advice,  and tax
planning services.

ALL OTHER FEES

For the fiscal years ended December 31, 2005 and 2004,  the Company's  principal
accountant  billed $0 and $0,  respectively,  and the Company's prior accountant
billed $0 and $688,  respectively,  for products  and services  other than those
described above.

                                       17
<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.
May 3, 2006

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


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

                                       18
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Millenium Holding Group, Inc.

We have audited the accompanying consolidated balance sheet of Millenium Holding
Group, Inc., as of December 31, 2005 and the related consolidated  statements of
operations and  comprehensive  loss,  changes in stockholders'  deficit and cash
flows for the year then ended and from  inception  (December  31, 1998)  through
December  31,   2005.   These   consolidated   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, 2004 were
audited by other auditors,  whose report dated May 13, 2005, on those statements
included  an  explanatory  paragraph  that  described  the  uncertainty  of  the
Company's  ability to continue  as a going  concern  discussed  in Note 3 to the
consolidated financial statements.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. 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,  based on our  audit  and the  report  of other  auditors,  the
consolidated  financial  statements  referred to above  present  fairly,  in all
material respects, the financial position of Millenium Holding Group, Inc. as of
December 31, 2005 and the results of its  operations  and its cash flows for the
year then ended and from inception (December 31, 1998) through December 31, 2005
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
financial statements,  the Company has suffered recurring losses from operations
that raise doubt about its ability to continue as a going concern.  Management's
plans in regard to these matters are also described in Note 3. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ Mendoza Berger & Company, LLP
-------------------------------------
Mendoza Berger & Company, LLP
Irvine, California
April 25, 2006

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


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

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

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

In our  opinion,  based on our  audit  and the  report  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the financial  position of Millenium Holding Group, Inc. as of December 31, 2004
and the  results  of its  operations,  accumulated  deficit,  its cash flows and
changes in  stockholders'  deficit for the year ended December 31, 2004, and for
the period from  December 31, 1998  (Inception)  through  December 31, 2004,  in
conformity with U.S. generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  As disclosed  in Note 3 to these  financial
statements,  the Company has had limited  operations  and has not  established a
long-term source of revenue.  This raises substantial doubt about its ability to
continue as a going concern.  Management's plan in regards to this issue is also
described in Note 3. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


/s/ Franklin Griffith & Associates
---------------------------------------

May 13, 2005
Las Vegas, Nevada

                                      F-2
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                     Consolidated
                                                                      12/31/2005             12/31/2004
                                                                     ------------           ------------
<S>                                                                  <C>                    <C>
                                     ASSETS

ASSETS:

Current assets:
  Cash                                                               $         --           $      7,884
  Prepaid expense                                                           5,880                  9,913
                                                                     ------------           ------------
      Total current assets                                                  5,880                 17,797
Other assets:
  Intangible assets, net of accumulated amortization of
   $8,736 and $4,468, respectively                                         30,120                 34,488
  Prepaid expense - long term portion                                           0                  5,664
  Deposits and other                                                       99,600                 13,590
                                                                     ------------           ------------
      Total other assets                                                  129,720                 53,742
                                                                     ------------           ------------

TOTAL ASSETS                                                         $    135,600           $     71,539
                                                                     ============           ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES:

Current liabilities
  Accounts payable                                                   $    806,750           $    321,783
  Accrued wages - related party                                           913,588                619,425
  Accrued payroll taxes                                                    79,043                 91,853
  Accrued interest                                                        299,378                119,570
  Notes payable                                                           642,000                175,365
  Notes payable - related party                                                --                 32,495
                                                                     ------------           ------------
      Total current liabilities                                         2,740,759              1,360,491
                                                                     ------------           ------------

COMMITMENTS AND CONTINGENCIES                                                  --                     --
                                                                     ------------           ------------

STOCKHOLDERS' DEFICIT
  Preferred non-voting stock, $.001 par value, 3,000,000
   shares Authorized, 0 shares issued and outstanding at
   December 31, 2005 and December 31, 2004                                     --                     --
  Common stock, $.05 par value, 50,000,000 shares
   authorized, 21,095,769 and 19,451,166  shares issued and
   outstanding at December 31, 2005 and December 31, 2004               1,054,789                972,559
  Additional paid-in capital                                            6,446,927              5,899,906
  Accumulated deficit during development stage                        (10,106,875)            (8,161,417)
                                                                     ------------           ------------
      Total stockholders' deficit                                      (2,605,159)            (1,288,952)
                                                                     ------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                          $    135,600           $     71,539
                                                                     ============           ============
</TABLE>
   The accompanying reports of independent registered public accounting firms
    and notes should be read in conjunction with these financial statements.

                                      F-3
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                     Year ended
                                                         -------------------------------         Inception
                                                         Consolidated                         (12/31/98) to
                                                          12/31/2005         12/31/2004         12/31/2005
                                                         ------------       ------------       ------------
<S>                                                      <C>                <C>                <C>
REVENUE:                                                 $         --       $        610       $     20,930

EXPENSES:
  General and administrative expenses                        (474,709)          (720,110)        (2,679,693)
  Expenses associated with canceled contracts                      --         (1,366,438)        (1,366,438)
  Amortization expense                                         (4,368)            (4,368)            (8,736)
  General and administrative expenses - related party        (474,954)          (460,841)        (1,739,171)
                                                         ------------       ------------       ------------
      Total expenses                                         (954,031)        (2,551,757)        (5,794,038)
                                                         ------------       ------------       ------------

Loss from operations                                         (954,031)        (2,551,147)        (5,773,108)
                                                         ------------       ------------       ------------
OTHER INCOME (EXPENSE):
  Other income                                                     --                 --                360
  Other expense                                                    --                 --             (1,222)
  Interest expense                                           (991,427)          (297,006)        (1,836,281)
                                                         ------------       ------------       ------------
      Total other income (expense)                           (991,427)          (297,006)        (1,837,143)
                                                         ------------       ------------       ------------

Income before income taxes                                         --         (2,848,153)                --

Income taxes                                                       --                 --                 --
                                                         ------------       ------------       ------------

Net loss                                                 $ (1,945,458)      $ (2,848,153)      $ (7,610,251)
                                                         ============       ============       ============
Weighted average number of
 common shares outstanding                                 17,072,817         16,442,770         11,762,623
                                                         ============       ============       ============

Net loss per share                                       $      (0.09)      $      (0.17)      $      (0.65)
                                                         ============       ============       ============
</TABLE>

   The accompanying reports of independent registered public accounting firms
    and notes should be read in conjunction with these financial statements.

                                      F-4
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
          FROM INCEPTION (DECEMBER 31, 1998) THROUGH DECEMBER 31, 2005

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

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

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

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

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

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

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

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

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

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

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

   The accompanying reports of independent registered public accounting firms
    and notes should be read in conjunction with these financial statements.

                                      F-5
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
          FROM INCEPTION (DECEMBER 31, 1998) THROUGH DECEMBER 31, 2005

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

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

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

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

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

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

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

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

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

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

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

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

   The accompanying reports of independent registered public accounting firms
    and notes should be read in conjunction with these financial statements.

                                      F-6
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
          FROM INCEPTION (DECEMBER 31, 1998) THROUGH DECEMBER 31, 2005

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

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

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

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

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

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

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

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

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

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

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

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

   The accompanying reports of independent registered public accounting firms
    and notes should be read in conjunction with these financial statements.

                                      F-7
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
          FROM INCEPTION (DECEMBER 31, 1998) THROUGH DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                                  Accumulated
                                                                   Additional                   Deficit during       Total
                                          Common Stock              Paid In         Stock        Development     Stockholders'
                                      Shares          Value         Capital      Subscriptions      Stage           Deficit
                                      ------          -----        ----------    -------------      -----           -------
<S>                                <C>            <C>            <C>                <C>         <C>              <C>
Stock issued for
notes payable
June 17, 2004                       1,895,000         94,750          539,330             --             --         634,080

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

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

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

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

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

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

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

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

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

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

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

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

   The accompanying reports of independent registered public accounting firms
    and notes should be read in conjunction with these financial statements.

                                      F-8
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
          FROM INCEPTION (DECEMBER 31, 1998) THROUGH DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                                  Accumulated
                                                                   Additional                   Deficit during       Total
                                          Common Stock              Paid In         Stock        Development     Stockholders'
                                      Shares          Value         Capital      Subscriptions      Stage           Deficit
                                      ------          -----        ----------    -------------      -----           -------
<S>                                <C>            <C>            <C>                <C>         <C>              <C>
Stock issued for
notes payable
March 15, 2005                       83,460            4,173           25,038           --              --           29,211

Stock issued for
professional services
March 15, 2005                       78,143            3,907           36,093           --              --           40,000

Stock issued for
Notes payable
September 30, 2005                1,378,000           68,900          453,640           --              --          522,540

Stock issued for
professional services
September 30, 2005                  105,000            5,250           32,250           --              --           37,500

Net loss
December 31, 2005                        --               --               --           --      (1,945,458)      (1,945,458)
                                 ----------     ------------     ------------     --------    ------------     ------------
Total December 31, 2005
- Consolidated                   21,095,769     $  1,054,789     $  6,446,927     $     --    $(10,106,875)    $ (2,605,159)
                                 ==========     ============     ============     ========    ============     ============
</TABLE>


   The accompanying reports of independent registered public accounting firms
    and notes should be read in conjunction with these financial statements.

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

<TABLE>
<CAPTION>

                                                                          Year Ended                      Inception
                                                             ---------------------------------          (12/31/98) to
                                                             Consolidated                                 12/31/2005
                                                              12/31/2005            12/31/2004           Consolidated
                                                              ----------            ----------           ------------
<S>                                                          <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                   $(1,945,458)          $(2,848,153)          $(7,610,251)
  Adjustments to reconcile net income/(loss)
   to net cash used in operations:
    Write off of subscribed stock                                     --               441,096               441,096
    Depreciation and amortization                                  4,368                 4,368                 8,736
    Stock issued for services                                     77,500             2,252,011             2,369,854
  (Increase) decrease in:
    Prepaid expenses                                               4,033               (15,577)               (5,880)
    Deposits and other                                           (80,346)               10,000               (99,600)
  Increase (decrease):
    Accounts payable                                             484,967              (323,316)              806,750
    Accrued wages and related expenses                           179,808              (177,697)              299,378
    Accrued expenses                                             281,352                33,186               992,631
                                                             -----------           -----------           -----------
Net cash provided by (used in) operating activities             (993,776)             (624,082)           (2,797,286)
                                                             -----------           -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of intangible asset                                     --                    --               (38,856)
                                                             -----------           -----------           -----------
Net cash used by investing activities                                 --                    --               (38,856)
                                                             -----------           -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from stockholder                                           --                    --                80,429
  Proceeds from issuance of notes payable                        487,500                63,000             1,271,575
  Payments of notes payable                                      (53,360)             (130,140)             (183,500)
  Conversion of notes payable                                    551,752               699,080             1,667,638
                                                             -----------           -----------           -----------
Net cash provided by (used in) financing activities              985,892               631,940             2,836,142
                                                             -----------           -----------           -----------

NET INCREASE (DECREASE) IN CASH                                   (7,884)                7,858                    --

CASH, beginning of period                                          7,884                    26                    --
                                                             -----------           -----------           -----------
CASH, end of period                                          $        --           $     7,884           $        --
                                                             ===========           ===========           ===========

SUPPLEMENTARY INFORMATION:
  Cash paid for interest                                     $     1,918           $     1,047           $     2,965
                                                             ===========           ===========           ===========
  Cash paid for taxes                                        $        --           $        --           $        --
                                                             ===========           ===========           ===========
</TABLE>

   The accompanying reports of independent registered public accounting firms
    and notes should be read in conjunction with these financial statements.

                                      F-10
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - NATURE OF ORGANIZATION

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

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The Company's policy is to prepare its financial statements on the accrual basis
of accounting in accordance with generally accepted accounting principles in the
United States of America,  consistently applied. The fiscal year end is December
31.

BASIS OF PRESENTATION

The  consolidated  financial  statements  for the year ended  December  31, 2005
include the accounts of the Company and all  majority  owned  subsidiaries.  All
significant   intercompany   accounts,   if  any,   have  been   eliminated   in
consolidation.

CASH AND CASH EQUIVALENTS

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

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  in the United States of America  requires  management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
the financial  statements and the reported amounts of revenue and expense during
the reported period. Actual results could differ from those estimates.

EARNINGS PER SHARE CALCULATIONS

Basic earnings per common share ("EPS") is computed by dividing income available
to  common  stockholders  by  the  weighted-average   number  of  common  shares
outstanding  for the  period.  The  weighted-average  number  of  common  shares
outstanding  was  17,072,817  and  16,442,770 for the periods ended December 31,
2005 and 2004,  respectively.  Diluted EPS reflects the potential  dilution that
could  occur  if  securities  or other  contracts  to issue  common  stock  were
exercised  or  converted  into common  stock.  As of December 31, 2005 and 2004,

                                      F-11
<PAGE>
respectively,  the Company had 235,500 and 0 outstanding  securities  that could
have a dilutive effect on the outstanding common stock.

INCOME TAXES

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

The Company has not filed  federal  income tax  returns for several  years.  The
failure to file income tax returns may subject the Company to fines. As a result
of the  failure to file  income tax  returns,  the Company may have lost any tax
benefits,  which would otherwise arise from prior year net operating  losses. As
of December 31, 2005, the Internal  Revenue Service has not imposed any interest
or penalties for failure to file

Due to previous losses and their related net operating loss  carry-forwards  for
tax purposes,  management does not anticipate that interest or penalties will be
imposed.

ACCRUED PAYROLL TAXES

The  Company  has  accrued  for unpaid  federal  payroll  taxes in the amount of
$79,043  and  $60,996  for  the  years  ended   December   31,  2005  and  2004,
respectively.  The  Company  has yet to file  its  payroll  tax  forms  with the
Internal Revenue Service and related State taxing  authorities.  Once filed, the
Company  anticipates  that it will  receive  additional  penalties  and interest
associated  with its  filings.  However,  the Company has only  accrued  what it
actually expects to pay at this time.

ADVERTISING

Advertising costs are to be expensed when incurred. Advertising expenses for the
years ended December 31, 2005 and 2004 were $1,770 and $6,761 respectively.

REVENUE RECOGNITION

The  company  will   recognize   revenues  when  earned,   fees  are  fixed  and
determinable, and collectible is assured.

STOCK BASED COMPENSATION

In December 2004, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 123(R),  "Share-Based Payment" ("SFAS 123(R)"),  which is a revision of SFAS
No. 123, Accounting for Stock-Based  Compensation.  SFAS 123(R) is effective for
public  companies  for the first  fiscal  year  beginning  after June 15,  2005,
supersedes Accounting Principles Board Opinion No. 25 ("APB 25"), Accounting for
Stock Issued to  Employees,  and amends SFAS 95,  Statement of Cash Flows.  SFAS
123(R)  eliminates  the  option  to use  APB  25's  intrinsic  value  method  of
accounting and requires recording expense for stock compensation based on a fair
value based method.

On July 1, 2005,  the Company  adopted the "modified  prospective  method" which
requires  the  Company to  recognize  compensation  costs,  for all  share-based
payments granted, modified or settled, in financial statements issued subsequent
to July 1,  2005,  as well as for any  awards  that  were  granted  prior to the
adoption  date for which the required  service has not yet been  performed.  The
adoption  of SFAS  123(R)  did  not  have a  material  effect  on the  Company's

                                      F-12
<PAGE>
financial condition or results of operations because subsequent to July 1, 2005,
the Company did not enter into any share-based transactions.

Prior to July 1, 2005, the Company  accounted for its  stock-based  compensation
using APB 25 and related interpretations. Under APB 25, compensation expense was
recognized  for stock  options  with an  exercise  price  that was less than the
market price on the grant date of the option.  For stock  options with  exercise
prices at or above the market value of the stock on the grant date,  the Company
adopted the  disclosure-only  provisions  of Statement  of Financial  Accounting
Standards No. 123 "Accounting for Stock-Based Compensation" ("SFAS 123") for the
stock   options   granted  to  the  employees  and  directors  of  the  Company.
Accordingly, no compensation cost was recognized for these options prior to June
30, 2005.

Compensation   expense  has  been  recognized  in  the  accompanying   financial
statements  for stock options that were issued to our outside  consultants.  Had
compensation expense for the options granted to our employees and directors been
determined  based on the fair  value at the grant date for  options,  consistent
with the  provisions of SFAS 123, the Company's net (loss) income and net (loss)
income per share for the years ended  December 31, 2005 and 2004 would have been
increased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                    For the Year Ended       For the Year Ended
                                                     December 31, 2005        December 31, 2004
                                                     -----------------        -----------------
<S>                                                     <C>                      <C>
Net loss attributable to common shareholders:
  As reported                                           $(1,945,458)             $(2,848,153)
  Stock-based employee compensation
  determined under the fair value based method                   (0)                (365,070)
                                                        -----------              -----------
Pro forma                                               $(1,945,458              $(3,213,223)
                                                        ===========              ===========
Net loss per share:
  As reported                                           $     (0.09              $     (0.20)
  Pro forma                                             $     (0.09              $     (0.20)
</TABLE>

The  Company  accounts  for  equity   instruments  issued  to  non-employees  in
accordance  with the provisions of SFAS 123, and Emerging  Issues Task Force No.
96-18  ("EITF  96-18").   All  transactions  in  which  goods  or  services  are
consideration  received for the issuance of equity instruments are accounted for
based on the fair value of the  consideration  received or the fair value of the
equity instrument, whichever is more reliably measurable.

The Company  accounts for the  re-pricing  and re-issuing of stock options under
the variable accounting provisions of FIN 44.

INTANGIBLE ASSETS AND AMORTIZATION

The Company  accounts for  intangible  assets in  accordance  with  Statement of
Financial  Accounting  Standard No. 142,  "Goodwill and Other Intangible Assets"
("FAS  142").  Accordingly,  intangible  assets  with  indefinite  lives are not
amortized.  Intangible  assets with finite useful lives are mortised either on a

                                      F-13
<PAGE>
straight-line  basis over the asset's  estimated  useful life or on a basis that
reflects the pattern in which the economic benefits of the intangible assets are
realized.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company  reviews  intangible  assets and certain other assets for impairment
whenever  events or changes in  circumstances  indicate that the carrying amount
may not be recoverable.  The  determination of recoverability is made based upon
the estimated  undiscounted  future net cash flows,  excluding interest expense.
The amount of  impairment  loss,  if any, is  determined  by comparing  the fair
value, as determined by a discounted cash flow analysis, with the carrying value
of the related assets.

RECLASSIFICATIONS

Management  has made  certain  reclassifications  to the  prior  year  financial
statements to conform to the current year presentation.

CONCENTRATIONS OF CREDIT RISK

Credit risk  represents  the  accounting  loss that would be  recognized  at the
reporting date if counter  parties  failed  completely to perform as contracted.
Concentrations  of credit risk (whether on or off balance sheet) that arise from
financial instruments exist for groups of customers or counter parties when they
have similar  economic  characteristics  that would cause their  ability to meet
contractual obligations to be similarly affected by changes in economic or other
conditions described below.

Most of the Company's  funding sources are from  convertible  notes.  Management
believes the loss of this source of funds would materially affect the operations
of the Company in the short term.

RECENT ACCOUNTING PRONOUNCEMENTS

In  December  2004,  the FASB  issued SFAS No. 153 ("SFAS  153"),  Exchanges  of
Nonmonetary  Assets,  which  changes  the  guidance  in APB 29,  Accounting  for
Nonmonetary  Transactions.  This  statement  amends  APB  29  to  eliminate  the
exception for nonmonetary exchanges of similar productive assets and replaces it
with a general  exception for exchanges of  nonmonetary  assets that do not have
commercial  substance.  A nonmonetary  exchange has commercial  substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. The provisions of this SFAS 153 are to be applied prospectively
and are effective for fiscal years  beginning  after June 15, 2005.  The Company
does not expect  adoption of SFAS 153 to have a material impact on its financial
condition or results of operations.

In May 2005, the FASB issued SFAS No. 154 ("SFAS 154"),  Accounting  Changes and
Error Corrections. This statement, which replaces APB Opinion No. 20, Accounting
Changes,  and FASB  Statement  No. 3,  Reporting  Accounting  Changes in Interim
Financial  Statements,  requires that a voluntary change in accounting principle
be applied  retrospectively to all prior period financial statements  presented,
unless it is  impracticable  to do so. SFAS 154 also  provides  that a change in
method  of  depreciating  or  amortizing  a  long-lived  non-financial  asset be
accounted  for as a  change  in  estimate  effected  by a change  in  accounting
principle,  and also  provides that  correction  of errors in previously  issued
financial statements should be termed a "restatement". SFAS 154 is effective for
fiscal years  beginning  after  December  15, 2005.  The Company does not expect
adoption of SFAS 154 to have a material  impact on its  financial  condition  or
results of operations.

In February  2006,  the FASB issued SFAS No. 155  ("SFAS155"),  "Accounting  for
Certain Hybrid Financial Instruments",  which amends SFAS Nos. 133 and 140. This
Statement  (a)  permits  fair  value  remeasurement  for  any  hybrid  financial
instrument  that contains an embedded  derivative  that otherwise  would require
bifurcation,  (b) clarifies which interest-only strips and principal-only strips
are not  subject  to the  requirements  of  Statement  133,  (c)  establishes  a
requirement  to evaluate  interest in securitized  financial  assets to identify
interest  that  are  freestanding  derivatives  or  that  are  hybrid  financial
instruments  that  contain an embedded  derivative  requiring  bifurcation,  (d)

                                      F-14
<PAGE>
clarifies that  concentrations  of credit risk in the form of subordination  are
not  embedded  derivatives,  and  (e)  amends  Statement  140 to  eliminate  the
prohibition  on a qualifying  special  purpose  entity from holding a derivative
financial  instrument that pertains to a beneficial  interest other than another
derivative  financial  instrument.  The  provisions of this  statement are to be
applied  for all  financial  instruments  acquired  or issued for  fiscal  years
beginning  after  September 15, 2006. The company  currently does not expect the
adoption of SFAS 155, to have a material  impact in the  financial  condition or
results of operations.

In March 2006,  the FASB issued the SFAS No. 156 ("SFAS  156"),  Accounting  for
Servicing  of  Financial  Assets,  which  amends  SFAS No. 140,  Accounting  for
Transfers and Servicing of Financial Assets and  Extinguishment  of Liabilities,
which respect to the accounting for separately  recognized  servicing assets and
servicing  liabilities,  This  Statement,  (1) requires an entity to recognize a
servicing asset or servicing  liability each time it undertakes an obligation to
service  a  financial  asset  by  entering  into  a  servicing  contract  in any
situations,   (2)  requires  all  separately  recognized  servicing  assets  and
servicing  liabilities to be initially  measured at fair value,  if practicable,
(3) permits an entity to choose either of the following subsequent  measurements
methods for each class of separately  recognized  servicing assets and servicing
liabilities, (4) at its initial adoption, permits a one-time reclassification of
available-for0sale  securities to trading securities by entities with recognized
servicing  rights,   without  calling  into  question  the  treatment  of  other
available-for-sale   securities,   under   Statement  115,   provided  that  the
available-for-sale  securities  are  identified in some manner as offsetting the
entity's  exposure  to changes in fair value of  servicing  assets or  servicing
liabilities that a sevicer elects to subsequently measure at fair value, and (5)
requires  separate  presentation of servicing  assets and servicing  liabilities
subsequently  at  fair  value  in  the  statement  of  position  and  additional
disclosures  for  all  separately  recognized  servicing  assets  and  servicing
liabilities.  The  provisions of this  statement are to be applied for servicing
assets and  liabilities  acquired  or issued for fiscal  years  beginning  after
September 15, 2006.  The company  currently does not expect the adoption of SFAS
155,  to have a  material  impact  in the  financial  condition  or  results  of
operations.

NOTE 3 - GOING CONCERN

These  financial  statements  have been  prepared in accordance  with  generally
accepted  accounting  principles in the United States of America applicable to a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business.  As of December
31, 2005, the Company had recognized  little revenue to date and had accumulated
operating losses of  approximately  $10,106,877  since inception.  The Company's
ability  to  continue  as a going  concern  is  contingent  upon its  ability to
successfully   develop  and  market  its   products,   meet   future   financing
requirements,  and achieve and maintain profitable operations. While the Company
is expending its best efforts to achieve the above plans,  there is no assurance
that  any  such  activity  will  generate  funds  that  will  be  available  for
operations.

NOTE 4 - INTANGIBLE ASSETS

Intangible assets are comprised of the following at December 31:

<TABLE>
<CAPTION>
<S>                                          <C>                 <C>
Architectural Study Costs                    $27,606             10 year estimated remaining useful life
Annual amortization cost                       2,761

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

The total  amortization  expense for the year ended December 31, 2005 is $4,368.
Management has made a determination  as of December 31, 2005 that the assets are
not impaired.

                                      F-15
<PAGE>
NOTE 5 - DEPOSITS AND OTHER ASSETS

Deposits and other assets are comprised of the following at December 31, 2005:

Earnest money deposits                                                   $82,500
Property and utility deposits                                              7,100
Clerk bond                                                                10,000
                                                                         -------
                                                                         $99,600
                                                                         =======
NOTE 6 - NOTES PAYABLE

Notes payable are comprised of the following at December 31,

                                                   2005                   2004
                                                 --------               --------
Convertible Notes                                $446,000               $ 71,000
Other Notes                                      $196,000               $104,365
                                                 --------               --------
Total Notes Payable                              $642,000               $175,365
                                                 ========               ========

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

On November 14, 2003,  the Company  entered into an agreement with an individual
to purchase a  convertible  note for $2,500.  The principal sum plus interest of
10% per annum,  compounded quarterly,  is due and payable within one hundred and
twenty days from the date thereof. Additionally, the Company agreed to issue the
holder 5,000 restricted shares of the Company's stock. The note may be converted
by the holder upon the maturity  date at a  conversion  rate of one (1) share of
the Company's  restricted  common stock per fifty cents ($0.50) principal amount
of the note.  In the event of  default,  the  Company  will issue  shares of its
restricted  common  stock at a rate of twelve and a half  (12.5)  shares per one
dollar ($1.00) principal amount of the note.

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

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

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

On December 17, 2004,  the Company  entered into an agreement with an individual
to purchase a convertible note for $5,000. The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days

                                      F-16
<PAGE>
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
20,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's restricted common stock per one dollar ($1.00) principal amount of the
note. In the event of default,  the Company will issue shares of its  restricted
common  stock at a rate of four (4)  shares  per one  dollar  ($1.00)  principal
amount of the note.

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

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

On December 31, 2004,  the Company  entered into an agreement with an individual
to purchase a convertible note for $2,000. The principal sum plus interest of 8%
per annum,  payable  quarterly,  is due and payable  within thirty days from the
date  thereof.  Additionally,  the  Company  agreed  to issue the  holder  2,000
restricted  shares of the  Company's  stock.  The note may be  converted  by the
holder  upon the  maturity  date at a  conversion  rate of one (1)  share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

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

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

On January 28, 2005, the Company entered into an agreement with an individual to
purchase a  convertible  note for  $20,865,  $865 of which was  received in 2004
without  specific  repayment  terms.  The  principal  sum plus  fees of $600 and
interest  of $453 is due and  payable  within  forty-five  days  from  the  date
thereof. The Company issued the holder 83,460 restricted shares of the Company's
stock. The note has been paid off.

On February 14, 2005,  the Company  entered into an agreement with an individual
to purchase a convertible  note for $40,000.  The principal sum plus interest of
8% per annum,  payable  quarterly,  is due and payable within one hundred twenty
days from the date thereof. Additionally, the Company agreed to issue the holder
100,000  restricted  shares of the Company's stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's restricted common stock per one dollar ($1.00) principal amount of the
note. In the event of default,  the Company will issue shares of its  restricted
common  stock at a rate of two and a half (2.5)  shares  per one dollar  ($1.00)
principal amount of the note.

On March 1, 2005,  the Company  entered into an agreement  with an individual to
purchase a convertible  note for $30,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
75,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the

                                      F-17
<PAGE>
Company's restricted common stock per one dollar ($1.00) principal amount of the
note. In the event of default,  the Company will issue shares of its  restricted
common  stock at a rate of two and a half (2.5)  shares  per one dollar  ($1.00)
principal amount of the note.

On March 15, 2005,  the Company  entered into an agreement with an individual to
purchase a convertible  note for $30,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
75,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's restricted common stock per one dollar ($1.00) principal amount of the
note. In the event of default,  the Company will issue shares of its  restricted
common  stock at a rate of two and a half (2.5)  shares  per one dollar  ($1.00)
principal amount of the note.

On April 15, 2005,  the Company  entered into an agreement with an individual to
purchase a convertible  note for $15,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
60,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On April 25, 2005,  the Company  entered into an agreement with an individual to
extend the November 29, 2004  convertible  note. The principal sum plus interest
of 8% per annum,  payable  quarterly,  is due and payable within one ninety days
from the date thereof.  The Company agreed to issue the holder 50,000 restricted
shares of the Company's  stock. The note may be converted by the holder upon the
maturity date at a conversion rate of one (1) share of the Company's  restricted
common stock per one dollar ($1.00)  principal  amount of the note. In the event
of default,  the Company will issue shares of its  restricted  common stock at a
rate of four (4) shares per one dollar ($1.00) principal amount of the note.

On May 6, 2005,  the Company  entered into an agreement  with an  individual  to
purchase a  convertible  note for $7,500.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
30,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On May 23, 2005, the Company  entered into an agreement with two  individuals to
purchase a  convertible  note for $2,500.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
10,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On May 26, 2005,  the Company  entered into an agreement  with an  individual to
purchase a  convertible  note for $5,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
20,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On June 21, 2005,  the Company  entered into an agreement  with an individual to
purchase a convertible  note for $10,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
40,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On July 2, 2005,  the Company  entered into an agreement  with an  individual to
purchase a convertible note for $100,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred eighty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
400,000  restricted  shares of the Company's stock. The note may be converted by

                                      F-18
<PAGE>
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's restricted common stock per one dollar ($1.00) principal amount of the
note. In the event of default,  the Company will issue shares of its  restricted
common  stock at a rate of four (4)  shares  per one  dollar  ($1.00)  principal
amount of the note.

On July 2, 2005,  the Company  entered into an agreement  with an  individual to
extend  the  November  19,  2004,  December  17,  2004  and  December  31,  2004
convertible  notes.  The principal  sum plus  interest of 8% per annum,  payable
quarterly,  is due and  payable  within one  hundred  eighty  days from the date
thereof.  The Company agreed to issue the holder 75,000 restricted shares of the
Company's  stock. The note may be converted by the holder upon the maturity date
at a conversion rate of one (1) share of the Company's  restricted  common stock
per one dollar  ($1.00)  principal  amount of the note. In the event of default,
the Company will issue shares of its  restricted  common stock at a rate of four
(4) shares per one dollar ($1.00) principal amount of the note.

On July 14, 2005,  the Company  entered into an agreement  with an individual to
purchase a convertible  note for $10,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
40,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On August 8, 2005,  the Company  entered into an agreement with an individual to
purchase a convertible  note for $10,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
40,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On August 15, 2005, the Company  entered into an agreement with an individual to
purchase a convertible  note for $10,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
40,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On August 29, 2005, the Company  entered into an agreement with an individual to
purchase a convertible  note for $10,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
40,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On September 1, 2005,  the Company  entered into an agreement with an individual
to purchase a convertible  note for $10,000.  The principal sum plus interest of
8% per annum,  payable  quarterly,  is due and payable within one hundred twenty
days from the date thereof. Additionally, the Company agreed to issue the holder
40,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On September 23, 2005, the Company  entered into an agreement with an individual
to purchase a convertible  note for $10,000.  The principal sum plus interest of
8% per annum,  payable  quarterly,  is due and payable within one hundred twenty
days from the date thereof. Additionally, the Company agreed to issue the holder
40,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

                                      F-19
<PAGE>
On September 26, 2005, the Company  entered into an agreement with an individual
to purchase a convertible  note for $10,000.  The principal sum plus interest of
8% per annum,  payable  quarterly,  is due and payable within one hundred twenty
days from the date thereof. Additionally, the Company agreed to issue the holder
40,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On  September  27,  2005,  the  Company  entered  into  an  agreement  with  two
individuals  to purchase a convertible  note for $5,000.  The principal sum plus
interest  of 8% per annum,  payable  quarterly,  is due and  payable  within one
hundred twenty days from the date thereof.  Additionally,  the Company agreed to
issue the holder 20,000  restricted  shares of the Company's stock. The note may
be converted by the holder upon the  maturity  date at a conversion  rate of one
(1) share of the  Company's  restricted  common  stock per fifty  cents  ($0.50)
principal  amount of the note.  In the event of default,  the Company will issue
shares  of its  restricted  common  stock at a rate of four (4)  shares  per one
dollar ($1.00) principal amount of the note.

On November 4, 2005, the Company entered into an agreement with an individual to
purchase a convertible  note for $10,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
40,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On November 4, 2005, the Company entered into an agreement with an individual to
purchase a  convertible  note for $5,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
20,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On November 14, 2005, the Company entered into an agreement with two individuals
to purchase a convertible note for $5,000. The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
20,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On December 8, 2005, the Company entered into an agreement with an individual to
purchase a convertible  note for $25,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
100,000  restricted  shares of the Company's stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On December 12, 2005,  the Company  entered into an agreement with an individual
to purchase a convertible  note for $10,000.  The principal sum plus interest of
8% per annum,  payable  quarterly,  is due and payable within one hundred twenty
days from the date thereof. Additionally, the Company agreed to issue the holder
40,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On December 14, 2005,  the Company  entered into an agreement with an individual
to purchase a convertible  note for $10,000.  The principal sum plus interest of
8% per annum,  payable  quarterly,  is due and payable within one hundred twenty
days from the date thereof. Additionally, the Company agreed to issue the holder
40,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of

                                      F-20
<PAGE>
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On December 30, 2005,  the Company  entered into an agreement with an individual
to purchase a convertible note for $5,000. The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
20,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

Shares issued upon conversion plus the shares set forth in the above  paragraphs
shall be subject to the restrictions  pursuant to Rule 144 of the Securities Act
of 1933 and will have "piggyback"  rights of  registration.  All accumulated but
unpaid interest shall be extinguished upon conversion. Should all the holders of
the above  convertible  notes elect conversion upon the maturity date, Change to
2,358,500 shares  (including the additional  shares set forth in the agreements)
would be due and payable by the Company.

In the event the Company  fails to pay the principal and interest due within ten
(10) days following the maturity date, the holder of a convertible  note has the
option to declare the unpaid principal  amount and accrued interest  immediately
due and  payable.  In the event the  Company  fails to cure the  default  within
twenty (20) days,  the Company will issue common  shares at the default rate per
the terms of the agreement in full payment.  All accumulated but unpaid interest
shall be  extinguished.  Should all the holders of the above  convertible  notes
elect  conversion  under  default,  3,435,750  shares  (including the additional
shares set forth in the agreements) would be due and payable by the Company.

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

In April 2004, the Company agreed to sell 200,000 shares of restricted  stock to
a Nevada Corporation for $0.50 per share. On April 12, 2004, $30,000 was paid to
the Company and on May 10, 2004, $15,000 was paid on behalf of the Company.  The
remaining  balance of $55,000 is no longer  payable to the Company and no shares
payable per this agreement have been or will be issued. At December 31, 2005 the
$45,000 paid to or on behalf of the Company is included in notes payable.

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

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

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

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

On  November  5, 2005,  the  Company  entered  into a verbal  agreement  with an
individual to purchase a note for $7,500.  The note is non-interest  bearing and
is payable on demand.

                                      F-21
<PAGE>
On December  23, 2005,  the Company  entered  into an  agreement  with  Envision
Capital,  LLC to purchase a note for the principal sum of $75,000. The principal
sum plus  interest on the unpaid  principal at the rate of 6% per annum shall be
due and payable on May 31, 2006.  Additionally,  the Company agreed to issue the
holder 250,000 restricted shares of the Company's stock.

The company  applies  both APB 14,  "Accounting  for  Convertible  Debt and Debt
Issued with Stock Purchase Warrants" and EITF 00-19,  "Accounting for Derivative
Financial Instruments Accounting for Derivative Financial Instruments Indexed to
or Potentially  Settled in Indexed to or Potentially  Settled in a Company's Own
Stock" for  treatment  of the  convertible  debt.  They  require  the company to
expense the "Beneficial  Conversion Feature" in the current year. This means the
difference  between the fair value of the common stock and the conversion  price
will be amortized over the term of the note. The company  recorded an expense of
$954,599  related to prior  convertible  notes issued during the year to reflect
the beneficial conversion (or non-cash interest expense).

NOTE 7 - NOTES PAYABLE - RELATED PARTY

During 2004,  the Company had various  related  party notes  outstanding  in the
aggregate  amount of $32,495.  These  notes were  payable in 90 days and accrued
interest at the rate of 8% per annum. During 2005, all notes were paid in full.

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

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

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

Per the employment agreements detailed above, a vehicle shall be provided to the
Employee at the Company's expense at the earliest feasible time. During the year
ended December 31, 2004,  the Company  entered into a vehicle  operating  lease,
which calls for monthly  payments of $809 for a term of twenty four  months.  At
December  31,  2005,  $5,880 of prepaid  lease  payments was included in current
assets.

During the year ended December 31, 2005 and 2004, the Company incurred  interest
expense of $196 and $1,002 in  connection  with notes payable to the officers of
the company.

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

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

                                      F-22
<PAGE>
granted all rights and ownership of the Kirchman  Banking  Software and Licenses
under the  Dimension  License  Agreement to the  President of the Company or his
assigns for $2,500.00. This transfer/assignment shall be completed upon approval
from Kirchman Corporation.

Salary  expense for the years ended  December 31, 2005 and 2004 was $474,954 and
$433,800,  respectively.  At a special  meeting  held on  November  30, 2004 the
Company's Board of Directors resolved to issue shares of its common stock to the
officers of the Company in exchange for accrued wages valued at $573,375.  As of
December  31,  2005  accrued  wages of $913,588  are due to the  officers of the
Company.

For the years  ended  December  31, 2005 and 2004,  consulting  fees paid to the
officers of the Company were $0 and $27,041, respectively

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

The  headquarters of the company are located at 12 Winding Road,  Henderson,  NV
89052.

NOTE 8 -COMMON STOCK

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

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

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

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

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

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

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

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

                                      F-23
<PAGE>
On September 22, 2004,  the Company  issued 25,000 shares of its common stock in
exchange for  professional  services per the terms of the  consulting  agreement
dated  August 4,  2004.  The value of these  services  was deemed to be the fair
market value as of the close of  business,  which was $1.50 per share or $37,500
total.

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

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

On March 15,  2005,  the Company  issued  50,000  shares of its common  stock in
exchange  for  professional  services  per the  terms  of the  agreements  dated
February 7, 2005.  The value of these  services was deemed to be the fair market
value as of the close of business, which was $0.50 per share or $25,000 total.

On March 15,  2005,  the Company  issued  28,143  shares of its common  stock in
exchange for professional services per the terms of the agreement dated December
4, 2004.  The number of shares  issued was based on the  ten-day  average of the
closing price per share, which was $0.533 or $15,000 total.

On March 15, 2005,  the Company  issued 83,460 shares of its common stock to the
holder  of a  convertible  note in full  payment  per the terms set forth in the
agreement.

On September 30, 2005,  the Company  issued 60,000 shares of its common stock in
exchange for  professional  services per the terms of the  engagement  agreement
dated May 5, 2005.  The value of these services was deemed to be the fair market
value as of the close of  business  May 5, June 5,  July 5 and  August 5,  2005,
which was $0.20, $0.29, $0.29 and $0.40 respectively,  or a total contract value
of $17,700.

On September 30, 2005,  the Company  issued 45,000 shares of its common stock in
exchange  for  professional  services per the terms of the  consulting  services
agreement  dated July 31, 2005. The value of these services was deemed to be the
fair  market  value as of the close of  business,  which was  $0.44,  or a total
contract value of $19,800.

On September 30, 2005, the Company issued  1,328,000  shares of its common stock
to the holders of  convertible  notes in full payment per the terms set forth in
the agreement.

On September 30, 2005,  the Company  issued 50,000 shares of its common stock to
the holder of a note dated  November 29, 2004 in exchange  for the  extending of
the note. The value of these shares was based on the fair market value as of the
date of the transaction, which was $12,500.

As of December 31, 2005, there were 21,095,769 shares of stock outstanding.

All stock  subscriptions which were issued during the year have been expensed as
of  December  31,  2005 due to  canceled  contracts  or  management  feeling the
potential services / monies were not to be received.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

COMMITMENTS

The Company has entered into an agreement  with an attorney to provide legal and
business  counsel  services.  The agreement calls for monthly payments of $3,500
and can be terminated by mutual agreement  between the parties.  For each of the
years ended  December 31, 2005 and 2004,  the Company has  incurred  expenses of
$42,000.

                                      F-24
<PAGE>
In April 2001,  the Company  entered into an  agreement  with an  individual  to
identify  investors,  underwriters,  joint venturers,  lenders and/or guarantors
interested in providing  financing for the Company.  The Company  cancelled this
agreement in June, 2004.

On November 18, 2003 the Company entered into a consulting agreement with Camden
Holdings,  Inc., a Nevada corporation (the "Consultant") to provide services set
forth for the purpose of mergers,  acquisitions and locating companies which can
be purchased by the Company. Per the terms of the agreement,  the Consultant was
to  bring  to the  Company  acquisitions,  which  have no  negative  cash  flow,
valuation of at least two million  dollars,  no outstanding debt and no material
litigation.  The term of the agreement was for one year and compensation for all
services  rendered  shall be $500,000.  On December 17, 2003 the Company  issued
505,051 shares of its common stock to the Consultant as full  compensation.  The
number of  shares  issued  was  based  upon the bid price of the stock as of the
effective  date of the agreement,  which was $0.99.  On June 4, 2004 the Company
cancelled the agreement and demanded the return of the 505,051  shares issued as
compensation.

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

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

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

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

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

On July 20, 2004, the Company entered into a common stock purchase agreement and
registration  rights  agreement  with  Fusion  Capital  Fund II, LLC an Illinois
limited liability  company in connection with the proposed Sutura,  Inc. merger.
Under  the  terms of the  financing  agreement,  Fusion  Capital  had  agreed to

                                      F-25
<PAGE>
purchase from the surviving company,  after the merger had been consummated,  up
to $15.0 million of the surviving company's common stock over a 30-month period.
Specifically,  after the Securities & Exchange Commission had declared effective
a registration statement, each month the surviving company had the right to sell
Fusion  Capital  $500,000 of its common stock at a purchase price based upon the
market  price of the common  stock on the date of each sale,  without  any fixed
discount to the market price.

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

On  August  4,  2004,  the  Company  entered  into an  agreement  with  Vosnuevo
Communications   (the   "Contractor")  to  provide  services  as  are  generally
consistent  with  the  duties  of  public   relations  and  investor   relations
representatives. As compensation for all services rendered under this agreement,
100,000 restricted shares of the Company was issued to Contractor.  On August 9,
2004 the Company  cancelled  said  agreement,  and issued  25,000  shares of its
common stock on September 22, 2004 in full payment of services rendered .

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

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

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

On February 7, 2005, the Company entered into a Management Consulting Engagement
Agreement with Cochran Edwards and Partners to provide management consulting and
related services to the Company,  including,  without limitation,  assisting the
management  of the  Company  in its  relations  with  the  insurance  community,
government  agencies,  as well as with the owners,  management and affiliates of
any one or more  potential  acquisition  candidates.  The term of the  agreement
expired on July 15, 2005.

On February 7, 2005,  the Company  entered  into a Market  Awareness  Engagement
Agreement with Cochran Edwards and Partners to provide various market  awareness
and road show  matters  including,  without  limitation,  advisory  and tactical
services to provide  strategic advice and tactical services as it relates to the
company and stock  accelerated  growth  efforts of the company;  provide  market
maker and broker-dealer  market awareness  advisory and tactical  services;  and
provide market maker and broker-dealer road show advisory and tactical services.
The term of the agreement shall be from February 7, 2005 until terminated by the
Company.

On February 7, 2005, the Company entered into an Equity Referral  Agreement with
Cochran  Edwards and Partners to introduce  potential  investors to the company.
The term of the agreement shall be from February 7, 2005 to February 7, 2007.

                                      F-26
<PAGE>
On  February 7, 2005,  the Company  entered  into a Financial  Public  Relations
Agreement  with Cochran  Edwards and  Partners to  establish a financial  public
relations  methodology,  assist with in the implementation of its business plan,
expose the company to financial analysts,  business media and trade and industry
publications,  prepare corporate profile and fact sheets, conduct tele-marketing
campaign,  assist with news  releases,  and serve as news media and  shareholder
contact.  Compensation  under the agreement is $7,500. The term of the agreement
shall be from February 7, 2005 to February 7, 2006.

On March 15, 2005,  the Company  issued 25,000  restricted  shares of its common
stock to David  Cochran  and 25,000  restricted  shares of its  Common  stock to
Cochran Edwards and Partners on March 15, 2005 under the agreements.

On April 19, 2005, the company terminated all business  relationships with David
Cochran  and  with  Cochran  Edwards  and  Partners,  which  includes  the  four
agreements dated February 7, 2005.

On May 5, 2005,  the Company  entered into an Engagement  Agreement  with Warren
White and Curt Newcom  (the  "Advisor")  to consult  with and advise the Company
regarding its business,  business plan and contemplated business operations.  On
September 3, 2005, the Company  terminated the May 5, 2005 Engagement  Agreement
with Warren  White and Curt  Newcom.  The Company  has issued  60,000  shares of
restricted common stock under this agreement.

On July 12, 2005,  the Company  entered into an finder's  fee  agreement  with A
Mortgage Source International,  Inc., d/b/a Investment Consulting Group, Inc. to
identify  investors,  underwriters,  joint ventures,  lenders and/or  guarantors
interested in providing  financing to the Company.  Compensation  of 5% finder's
fee of the gross amount of funds received.  The term of the agreement is for one
year.  On July 28,  2005,  the  Company  entered  into a  revised  finder's  fee
agreement  reducing the compensation to a one-time fee of 3% of financing funded
from a funding source  introduced by Finder would be split on a 50-50 basis with
Fisher Enterprises, LLC upon the closing of financing from an introduced funding
source. The retainer fee paid to Fisher Enterprises, LLC was $3,500.

On July 27,  2005,  the Company made an offer to purchase  real estate.  Earnest
money  deposited on the property  was $5,000.  On November 4, 2005,  the Company
entered  into an  amended  purchase  agreement  to the  July 27,  2005  offer to
purchase real estate for $975,000 subject to financing.  Earnest money deposited
on the property  was $7,500.  On December 5, 2005,  the Company  entered into an
amended  purchase  agreement  to  $1,000,000.  Earnest  money  deposited  on the
property was $20,000.  On December 19, 2005, the Company released $12,500 of the
earnest money deposited to the Seller,  which applies against the purchase price
upon closing.

On July 28, 2005, the Company entered into an agreement with Fisher Enterprises,
LLC where a 3%  one-time  fee on the funded  amount to be split on a 50-50 basis
with  Investment  Consulting  Group,  Inc upon the closing of financing  from an
introduced funding source. The retainer fee paid under agreement was $3,500.

On  July  31,  2005,  the  Company  entered  into a  consulting  agreement  with
InvestSource,  Inc.  to  facilitate  long  range  strategic  Investor  Relations
planning  and to advise  the  Company  in  business  and/or  financial  matters.
Consultant will render advice, consultation,  information and services regarding
general financial and business matters  including:  formation and implementation
of a strategic  financial  marketing plan,  online and traditional  marketing to
investors,  brokers and institutions,  review strategic  alliances,  mergers and
acquisitions and capital formation sources,  market maker and investment banking
introductions,   press  release   (writing,   review,   editing,   and  enhanced
distribution),  and  shareholder  database  and  maintenance.  The  term  of the
agreement  is for a period  of  ninety  days.  Compensation  and fees  under the
agreement  is  $5,000  in cash and  45,000  in  restricted  common  stock of the
Company.

On  October  1,  2005,  the  Company  entered  into  consulting  agreement  with
Christopher Sena of Knight Imaging to perform and consult on matters relating to


                                      F-27
<PAGE>

he graphic  art,  internet  presence,  design work and  security  issues of the
Company. The term of the agreement is from October 1, 2005 to December 31, 2005.
Compensation  under the  agreement is 25,000 in  restricted  common stock of the
Company.

On October 5, 2005, the Company entered into a purchase  agreement to purchase a
Nevada Mortgage Company for $225,000. This acquisition is subject to approval by
the applicable Nevada regulatory agency, due diligence and audit.

On December 31, 2005, the Company  entered into an agreement with ERS Consulting
(the "Consultant") to perform the following services:  consult with the officers
concerning matters relating to investor relations,  maximizing shareholder value
and market  liquidity  and  others to  promote  awareness  and  exposure  of the
Company.  As compensation  for all services  rendered under this agreement,  the
Company issued 45,000 restricted  shares of its common stock to Consultant.  The
agreement  began on December  31, 2005 and expired  sixty days later on March 1,
2006.

LITIGATION

On June 10, 2004 the Company  filed a complaint  with the Clark  County,  Nevada
District Court (the "Court")  alleging that Camden Holdings,  Inc.  breached the
consulting  agreement dated November 18, 2003 in several material respects.  The
Company is seeking the return of the 505,051  shares issued to Camden  Holdings,
Inc. and  reimbursement  for  reasonable  attorneys' and court fees. On June 22,
2004 the Court ordered a preliminary injunction restricting the sale or transfer
of said  shares.  On June 10,  2005,  the Court  dismissed  the Amended  Answer,
Counterclaim,  and  Third-party  Complaint and granted leave to the Plaintiff to
serve and file its Amended Complaint.

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

NOTE 10 - SUBSEQUENT EVENTS

On January 3, 2006, the Company entered into an engagement  agreement with Stout
Risius Ross,  Inc. to consult on matters  relating to the current  litigation of
the Company. The term of the engagement ends when the case is over. Compensation
for services to be billed.

On January  5, 2006,  the  Company  entered  into a  consulting  agreement  with
Christopher Sena of Knight Imaging to perform and consult on matters relating to
the graphic  art,  internet  presence,  design work and  security  issues of the
Company.  The term of the  agreement  is from  January 1, 2006 to June 30, 2006.
Compensation  under the  agreement is 25,000 in  restricted  common stock of the
Company.

On January 6, 2006, the Company  entered into an agreement with an individual to
purchase a  convertible  note for $5,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
20,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

                                      F-28
<PAGE>
On February  10, 2006,  the Company  entered  into an  agreement  with  Envision
Capital,  LLC to purchase a note for the  principal  sum of $240,000.  This note
supersedes prior  Promissory Notes dated December 23, 2005,  January 13, January
19 and January 25, 2006. The principal sum plus interest on the unpaid principal
at the  rate  of 6% per  annum  shall  be  due  and  payable  on May  31,  2006.
Additionally,  the Company agreed to issue the holder 500,000  restricted shares
of the Company's stock.

On March 27, 2006,  the Company  entered into a series of definitive  agreements
with  Dutchess  Private  Equities  Fund,  L.P.,  a  Delaware  corporation.   The
agreements include an Investment  Agreement and a Registration Rights Agreement.
Under the Investment Agreement, Dutchess can invest up to $8,500,000 to purchase
common stock pursuant to put notices by the Company.  This agreement effectively
provides an equity line of credit to be drawn upon at the Company's  discretion.
Under  the  Registration  Rights  Agreement,  the  Company  agrees,  to use  its
commercially reasonable efforts, to register all the shares that could be issued
pursuant to the Investment Agreement within ninety (90) days of the execution of
the agreements.

On March 28, 2006,  the Company  entered into an agreement with an individual to
purchase a  convertible  note for $5,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
20,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On  March  31,  2006,  the  Company  entered  into  an  agreement  with  US Euro
Securities, Inc., a California corporation to serve as Placement Agent regarding
a proposed "best efforts" equity/debt offering of a certain amount of securities
to be issued by the Company.  The Placement  Agent will receive a 10% fee of the
gross  proceeds  of  Equity  Placement,  Convertible  Debt  or  Hybrid  Security
financing  and a 2% fee of the  gross  of any  debt  financing  accepted  by the
Company.  The term of the agreement is for one year.  Additionally,  the Company
will issue 78,125  restricted  shares of the  Company's  stock to the  Placement
Agent as reimbursement for expenses related to this agreement.

On April 3, 2006, the Company entered into two promissory notes in the aggregate
amount of $600,000.  Each note is for $300,000  with one due on July 3, 2006 and
the other due on December 31, 2006.  Per the terms of the notes,  interest is to
accrue at the rate of 12% per annum.

On April 5, 2006,  the Company  entered into an agreement  with an individual to
purchase a convertible  note for $10,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
40,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

On April 5, 2006,  the Company  entered into an agreement  with an individual to
purchase a convertible  note for $20,000.  The principal sum plus interest of 8%
per annum, payable quarterly,  is due and payable within one hundred twenty days
from the date  thereof.  Additionally,  the  Company  agreed to issue the holder
80,000  restricted  shares of the Company's  stock. The note may be converted by
the holder upon the maturity  date at a conversion  rate of one (1) share of the
Company's  restricted  common stock per fifty cents ($0.50)  principal amount of
the  note.  In the  event of  default,  the  Company  will  issue  shares of its
restricted  common  stock at a rate of four (4) shares  per one  dollar  ($1.00)
principal amount of the note.

                                      F-29