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, 2003


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

                         Commission File Number 0-28431

        Nevada                                           88-0109108
(State of Incorporation)                 (I.R.S. Employer 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. YES [X] NO [ ]

The registrant's revenues for its most recent fiscal year were $3,501.00

Number of shares outstanding of each of the registrant's classes of common
equity, (par value $.05) as of December 31, 2003 is 14,589,751. The closing
price of the shares on May 13, 2004 was $1.40. The market value of the Common
Shares held by non-affiliates was $6,598,923.80

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 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 10QSB
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). An Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 was
filed on February 12, 2003. An 8-K filed on December 16, 2003 announcing the
2003 Stock Compensation Plan and the Consulting Agreement with Camden Holdings,
Inc. The information found in this paragraph (2) is incorporated in Part III
13(b). The affiliate and controlling shareholder filed a Form 5, which is
incorporated by reference.

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

                                      INDEX

                                                                           Page
                                                                           ----
PART I

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

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

PART II

ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS                                                             4
ITEM 6.  MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION                       4
ITEM 7.  FINANCIAL STATEMENTS                                                5
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL MATTERS                                               5

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                   6
ITEM 10. EXECUTIVE COMPENSATION                                              7
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      7
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      8
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                    9
ITEM 14. CONTROLS AND PROCEDURES                                             9
<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.

On March 29, 2004, Millenium Holding Group, Inc. entered into an Asset and
License Purchase Agreement with U.S. Probe, Inc. (a Nevada Corporation) to
acquire an exclusive fifteen-year license to develop vascular applications and
products for medical uses and applications. The Company is positioning itself to
become a leader in research and development of revolutionary, cutting edge,
commercially viable technologies and medical devices.

Our focused approach, combining vision, expertise, and dedication, has resulted
and will continue to result in the commercialization of many new technologies.

These scientists and engineers specialize in conducting innovative
proof-of-concept research to develop technologies that can be transformed into
successful business ventures or licensed to commercial partners

                                       1
<PAGE>
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 Company is entering into the
medical devices industry through the acquisition of both therapeutic and
diagnostic technologies. It is the intention of the Company to focus its core
business on the medical device industry.

Millenium Holding Group, Inc. has acquired an exclusive 15-year license to
develop, manufacture and distribute a patented ultrasonic probe. The
applications, which will be the focus of the technology, will be in the
cardiology and radiology markets. The acquisition of the license is a strategic
move by Millenium Holding Group, Inc. to enter the medical devices industry
through the acquisition of both therapeutic and diagnostic technologies. It is
the intention of the Company to focus its core business on the medical device
industry. The acquisition of this license will allow the Company to develop
additional products using the protocol from the source patent.

The acquisition of the probe is especially interesting for use in cardiology and
vascular surgery. The Company anticipates bringing on new management in the
medical devices sector to develop this application as well as to focus the
direction of the Company in the medical device industry.

The Company looks forward to the acquisition of additional medical device
products, companies and opportunities.

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.

There has been three individuals who have been working with the Company without
an agreement since August 5, 2003, November 13, 2001 and January 1, 2002. The
Company elected to enter into retroactive Agreements on March 20, 2004 with the
three individuals who have taken into performing services for the company in the
areas of corporate projects, human resources, and the duties of a Chief
Information Officer including the managing of the computer system technology and
all other facets of operations deemed necessary by the Company.

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.

                                       2
<PAGE>
PATENTS

The Company has acquired from U.S. Probe, Inc. an exclusive fifteen-year license
associated with the development of a patented ultrasonic transducer for the
vascular and radiology area of the health care industry. This exclusive license
enables the Company to develop new applications for the vascular and radiology
areas.

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 in the building where the operation of the Company is
housed. The premises and contents are fully insured.

At this time, the Company has no policy in terms of investment in real estate
nor does it have any investment in real estate. The Company has no immediate
plans to invest in real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

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

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

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

                                       3
<PAGE>
                                     PART II

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

(a) Market Information

The company has been able to determine the following high and low sales prices
for each quarter from 12/31/00 to date as follows:

     Quarter                  High           Low          Close
     -------                  ----           ---          -----
     03/31/01                 0.56           0.125        0.125
     06/30/01                 0.30           0.02         0.032
     09/30/01                 0.80           0.80         0.80
     12/31/01                 0.25           0.25         0.25

     03/31/02                 0.30           0.12         0.25
     06/30/02                 0.18           0.14         0.14
     09/30/02                 0.32           0.10         0.20
     12/31/02                 0.30           0.10         0.13

     03/31/03                 0.30           0.06         0.10
     06/30/03                 0.62           0.10         0.45
     09/30/03                 2.94           0.45         1.75
     12/31/03                 2.60           0.55         2.25

     03/31/04                 2.30           0.85         2.25

(b) There are approximately 971 holders of the common equity of the Company.

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

ITEM 6. MANAGEMENT'S PLAN OF OPERATION

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

                                       4
<PAGE>
Millenium Holding Group, Inc. (OTC BB:MNHG) is a publicly traded and fully
reporting financial services Company in early stage development. The Company is
entering into the medical devices industry through the acquisition of both
therapeutic and diagnostic technologies. It is the intention of the Company to
focus its core business on the medical device industry.

Millenium Holding Group, Inc. has acquired an exclusive 15-year license to
develop, manufacture and distribute a patented ultrasonic probe. The
applications, which will be the focus of the technology, will be in the
cardiology and radiology markets. The acquisition of the license is a strategic
move by Millenium Holding Group, Inc. to enter the medical devices industry
through the acquisition of both therapeutic and diagnostic technologies. It is
the intention of the Company to focus its core business on the medical device
industry. The acquisition of this license will allow the Company to develop
additional products using the protocol from the source patent.

The acquisition of the probe is especially interesting for use in cardiology and
vascular surgery. The Company anticipates bringing on new management in the
medical devices sector to develop this application as well as to focus the
direction of the Company in the medical device industry.

The Company looks forward to the acquisition of additional medical device
products, companies and opportunities.

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

GOING CONCERN

As of December 31, 2003, the Company had recognized little revenue to date and
had accumulated operating losses of approximately $5,313,264 since inception.
The Company's ability to continue as a going concern is contingent upon its
ability to successfully develop and market its products, meet future financing
requirements, and achieve and maintain profitable operations.

Management has enlisted the services of a company to serve as an investment
advisor and consultant. This company will assist Millenium Holding Group, Inc.
with raising funds for operations and acquisitions of related companies. While
the Company is expending its best efforts to achieve the above plans, there is
no assurance that any such activity will generate funds that will be available
for operations.

ITEM 7. FINANCIAL STATEMENTS

The Financial Statement of the Company are filed as a part of this Annual
Report. See index to the financial statements on Page F-1.

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

There has been no changes in and disagreements with Accountants on accounting
and financial matters during this fiscal year.

                                       5
<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

The Company has two officers and two directors.

Name                       Age               Position and Offices Held
----                       ---               -------------------------
Richard L. Ham             50             President, Treasurer and
                                          Member of the Board of Directors

Carla Aufdenkamp           41             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-seven years experience in the financial planning and
insurance industry. For the past nineteen of those twenty-seven years, he has
been involved in project management and business consulting. Nine of those
nineteen 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-two 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 nine years as its administrator. Ms.
Aufdenkamp is married to Mr. Ham.

                                       6
<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.

Compliance With Section 16(a) of the Exchange Act

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

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

ITEM 10. EXECUTIVE COMPENSATION

On January 8, 2003, the Company's Board of Directors authorized monthly salaries
of $12,500 and $6,000 for the President and Secretary of the Company,
respectively. January 1, 2003 is the effective date of the new salaries.

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.

Salary expense for the years ended December 31, 2003 and 2002 were $359,250 and
$174,000 respectively. These salaries are being accrued.

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

                                       7
<PAGE>
directors as a group. Each person has sole voting and investment power with
respect to the shares of Common Stock shown, and all ownership is of record and
beneficial. The only class of stock issued is Common.

 Name and Address                  Amount of Beneficial         Percentage of
of Beneficial Owner                    Ownership                    Class
-------------------                    ---------                    -----

Ham Consulting Company. (*)            2,296,125                    15.7%
P.O. Box 22157
Lincoln, NE 68542

Richard L. Ham
12 Winding Road                        7,580,109                    52.0%
Henderson, NV 89052

All Executive Officers and
Directors as a Group (2)               9,876,234                    67.7%

----------
(*)  Mr. Ham and his wife own 80% of Ham Consulting Co. Reginald L. Chamorre who
     resides in Belgium and is not active in the management of the Company owns
     the balance.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are and have been no transactions with promoters.

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

There were no transactions involving the purchase or sale of assets other than
in the ordinary course of business. However, there has been a purchase, for
restricted stock, of certain insurance products from Mr. Ham by the Company as
disclosed in a certain 8 K dated February 18, 2000 and incorporated by
reference.

There are no parents of this small business Company.

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

(a) Exhibits

3.1     Articles of Incorporation with Amendments filed with the Form 10SB on
        December 9, 1999 and incorporated by reference.
3.2     By Laws filed with the Form 10SB on December 9, 1999 and incorporated by
        reference
3.4     Amendment to Articles of Incorporation re Preferred stock
4.1     Convertible Note (Form)
10.1    Employment Agreement Mr. Ham
10.2    Employment Agreement Ms. Aufdenkamp
10.3    Participation Agreement with Pacific Charter Financial Services
        Corporation
10.4    Consulting Agreement with Pacific Charter Financial Services Corporation
10.5    Consulting Agreement (Form) *
10.6    Consulting Agreement with Camden Holdings, Inc.
20      An Information Statement Pursuant to Section 14(c) of the Securities
        Exchange Act of 1934 filed on February 12, 2003 and incorporated by
        reference.
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

(b) Reports on Form 8-K

The Company filed one (1) report on Form 8-K during this reporting period to
date.

An 8-K filed on December 16, 2003 announcing the 2003 Stock Compensation Plan
and the Consulting Agreement with Camden Holdings, Inc.

ITEM 14  CONTROLS AND PROCEDURES

Our Chief Executive Officer, President, and Chief Financial Officer (the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed such disclosure controls and procedures to ensure that material
information is made known to them, particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
the Company's disclosure controls and procedures as of the end of the period
covered by this report and believe that the Company's 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, the
Company's internal control over financial reporting.

                                       9
<PAGE>
                                    SIGNATURE

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

Millenium Holding Group, Inc.
May 14, 2004                              /s/ Richard L. Ham
                                          --------------------------------------
                                          Richard L. Ham, Director and President
                                          Chief Financial Officer
                                          (Principal Financial Officer and
                                          Principal Accounting Officer)


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

                                       10
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.

                          (A DEVELOPMENT STAGE COMPANY)

                          AUDITED FINANCIAL STATEMENTS

                  AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002


                                    CONTENTS

INDEPENDENT AUDITORS' REPORT                                               F-1

FINANCIAL STATEMENTS:

      Balance Sheets                                                       F-2

      Statements of Operations and Accumulated Deficit                     F-3

      Statement of Changes in Stockholders' Equity                         F-4

      Statements of Cash Flows                                             F-8

NOTES TO FINANCIAL STATEMENTS:                                             F-9


                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

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, 2003 and
2002 and the statements of operations and accumulated deficit and cash flows for
the years then ended and from December 31, 1998 (date of inception) to December
31, 2003 and the statement of changes in stockholders' equity from December 31,
1998 (date of inception) to December 31, 2003. These financial statements are
the responsibility of Millenium Holding Group, Inc.'s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Millenium Holding Group, Inc.
as of December 31, 2003 and 2002 and the result of its operations, accumulated
deficit, other comprehensive income, its cash flows and changes in stockholders'
equity for the years ended December 31, 2003 and 2002 and from December 31, 1998
(Date of inception) to December 31, 2003, in conformity with generally accepted
accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As disclosed in Note 7 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 7. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

                                          /s/ Chavez & Koch, CPA's

May 13, 2004
Henderson, Nevada

                                      F-2
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>
                                                                     12/31/2003         12/31/2002
                                                                     ----------         ----------
<S>                                                                  <C>               <C>
                                     ASSETS
ASSETS:

Current assets:
  Cash                                                               $        26       $        36
  Due from shareholder                                                        --             4,162
                                                                     -----------       -----------
      Total current assets                                                    26             4,198

Fixed assets:
  Construction in progress - architectural study costs                    27,606            27,606
  Other intangible                                                        11,250            11,250
                                                                     -----------       -----------
      Total fixed assets                                                  38,856            38,856

Other assets:
  Refundable deposit                                                      23,590             4,310
                                                                     -----------       -----------
      Total other assets                                                  23,590             4,310
                                                                     -----------       -----------

TOTAL ASSETS                                                         $    62,472       $    47,364
                                                                     ===========       ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:

Current liabilities
  Accounts payable                                                   $   645,099       $   267,062
  Accrued wages - stockholder                                            759,000           399,750
  Accrued payroll taxes                                                   58,667            31,185
  Accrued interest                                                       297,267             3,042
  Notes payable                                                          275,000            85,000
                                                                                       -----------
                                                                                       -----------
      Total current liabilities                                        2,035,033           786,039
                                                                     -----------       -----------

TOTAL LIABILITIES                                                      2,035,033           786,039
                                                                     -----------       -----------
STOCKHOLDERS' EQUITY
  Preferred non-voting stock, $.001 par value, 3,000,000
   shares authorized, 0 shares issued and outstanding at
   September 30, 2003 and September 30, 2002                                  --                --
  Common stock, $.05 par value, 50,000,000 shares
   authorized,  13,974,700 and 12,973,407 shares issued and
   outstanding at September 30, 2003 and September 30, 2002              729,489           698,736
  Additional paid-in capital                                           3,052,310         2,355,312
  Stock Subscriptions                                                   (441,096)
  Accumulated deficit during development stage                        (5,313,264)       (3,792,723)
                                                                     -----------       -----------
      Total stockholders' equity                                      (1,972,561)         (738,675)
                                                                     -----------       -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $    62,472       $    47,364
                                                                     ===========       ===========
</TABLE>
      The accompanying independent auditors' report and notes to financial
       statements should be read in conjunction with these balance sheets.

                                      F-3
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
               FOR THE TWELVE MONTHS ENDED DEC. 31, 2003 AND 2002
                       AND FROM INCEPTION TO DEC. 31, 2003

<TABLE>
<CAPTION>
                                                   Twelve months ended
                                             -----------------------------        Inception to
                                             12/31/2003         12/31/2002         12/31/2003
                                             ----------         ----------         ----------
<S>                                         <C>                <C>                <C>
REVENUE:                                    $      3,501       $      2,968       $     20,320

EXPENSES:
  General and administrative expenses           (627,360)          (377,490)        (1,484,874)
  General and administrative expenses -
   related party                                (385,174)          (192,452)          (803,376)
                                            ------------       ------------       ------------
     Total expenses                           (1,012,534)          (569,942)        (2,288,250)
                                            ------------       ------------       ------------

Income (loss) from operations                 (1,009,033)          (566,974)        (2,267,930)
                                            ------------       ------------       ------------
OTHER INCOME (EXPENSE):
  Other income                                       171                189                360
  Other expense                                       --             (1,222)            (1,222)
  Interest expense                              (511,679)           (36,169)          (547,848)
                                            ------------       ------------       ------------
  Total other income (expense)                  (511,508)           (37,202)
                                                                                      (548,710)
                                            ------------       ------------       ------------

Net income (loss)                             (1,520,541)          (604,176)        (2,816,640)

ACCUMULATED DEFICIT, beginning of period      (3,792,723)        (3,188,547)        (2,496,624)
                                            ------------       ------------       ------------

ACCUMULATED DEFICIT, end of period          $ (5,313,264)      $ (3,792,723)      $ (5,313,264)
                                            ============       ============       ============
Weighted average number of
 common shares outstanding                    14,002,496         12,973,407         10,478,791
                                            ============       ============       ============

Net income (loss) per share                 $      (0.11)      $      (0.05)      $      (0.27)
                                            ============       ============       ============
</TABLE>
           The accompanying independent auditors' report and notes to
         financial statements should be read in conjunction with these
               statements of operations and accumulated deficit.

                                      F-4
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       FROM INCEPTION TO DECEMBER 31, 2003
<TABLE>
<CAPTION>
                                                                                                 Deficit from        Total
                                          Common Stock             Add'l Paid        Stock       Development     Stockholders'
                                      Shares          Value        In Capital    Subscriptions      Stage           Equity
                                      ------          -----        ----------    -------------      -----           ------
<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

Stock issued for payment of
commissions
February 19, 2002                        4,500             225          1,125            --               --          1,350
</TABLE>
   The accompanying independent auditors' report should be read in conjunction
            with this statement of changes in stockholders' equity.

                                      F-5
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       FROM INCEPTION TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                                 Deficit from        Total
                                          Common Stock             Add'l Paid        Stock       Development     Stockholders'
                                      Shares          Value        In Capital    Subscriptions      Stage           Equity
                                      ------          -----        ----------    -------------      -----           ------
<S>                                <C>            <C>            <C>                <C>         <C>              <C>
Stock issued for future services
February 19, 2002                     18,333            917            4,583            --                --          5,500

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

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

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

Net income (loss)
March 31, 2002                            --             --               --            --          (214,821)      (214,821)
                                  ----------        -------        ---------         -----        ----------       --------

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

Net income (loss)
June 30, 2002                             --             --               --            --           (97,801)       (97,801)
                                  ----------        -------        ---------         -----        ----------       --------

Total June 30, 2002               12,973,407        648,671        2,281,242            --        (3,501,169)      (571,256)

Net income (loss)
September 30, 2002                        --             --               --            --           (96,173)       (96,173)
                                  ----------        -------        ---------         -----        ----------       --------

Total September 30, 2002          12,973,407        648,671        2,281,242            --        (3,597,342)      (667,429)
                                  ----------        -------        ---------         -----        ----------       --------
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
</TABLE>
   The accompanying independent auditors' report should be read in conjunction
            with this statement of changes in stockholders' equity.

                                      F-6
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       FROM INCEPTION TO DECEMBER 31, 2003
<TABLE>
<CAPTION>
                                                                                                 Deficit from        Total
                                          Common Stock             Add'l Paid        Stock       Development     Stockholders'
                                      Shares          Value        In Capital    Subscriptions      Stage           Equity
                                      ------          -----        ----------    -------------      -----           ------
<S>                                <C>            <C>            <C>                <C>         <C>              <C>
Stock issued on default
of convertible note
November 11, 2002                    125,000           6,250           4,482            --               --          10,732

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

Stock for professional services
November 11, 2002                    150,000           7,500          15,000            --               --          22,500

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

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

Net income (loss)
December 31, 2002                         --              --              --            --         (195,381)       (195,381)
                                  ----------         -------       ---------          ----       ----------      ----------

Total December 31, 2002           13,974,700         698,736       2,355,312            --       (3,792,723)       (738,675)

Net income (loss)
March 31, 2003                            --              --              --            --         (117,179)       (117,179)
                                  ----------         -------       ---------          ----       ----------      ----------

Total March 31, 2003              13,974,700         698,736       2,355,312            --       (3,909,902)       (855,854)

Net income (loss)
June 30, 2003                             --              --              --            --         (171,722)       (171,722)
                                  ----------         -------       ---------          ----       ----------      ----------

Total June 30, 2003               13,974,700         698,736       2,355,312            --       (4,081,624)     (1,027,576)

Net income (loss)
September 30, 2003                        --              --              --            --         (654,030)       (654,030)
                                  ----------         -------       ---------          ----       ----------      ----------

Total September 30, 2003          13,974,700         698,736       2,355,312            --       (4,735,654)     (1,681,606)

Stock issued for
notes December 3, 2003                75,000           3,750         157,500            --               --         161,250

Stock issued for
notes December 3, 2003                25,000           1,250          46,250            --               --          47,500
</TABLE>
   The accompanying independent auditors' report should be read in conjunction
            with this statement of changes in stockholders' equity.

                                      F-7
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       FROM INCEPTION TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                           Deficit from        Total
                                    Common Stock             Add'l Paid        Stock       Development     Stockholders'
                                Shares          Value        In Capital    Subscriptions      Stage           Equity
                                ------          -----        ----------    -------------      -----           ------
<S>                          <C>            <C>            <C>                <C>         <C>              <C>
Stock issued for
professional services
December 3, 2003                  5,000           250           9,250             --               --           9,500

Stock issued for
notes December 3, 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                    --            --              --             --         (577,610)       (577,610)
                             ----------      --------      ----------      ---------      -----------     -----------

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

   The accompanying independent auditors' report should be read in conjunction
            with this statement of changes in stockholders' equity.

                                      F-8
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
               FOR THE TWELVE MONTHS ENDED DEC. 31, 2003 AND 2002
                       AND FROM INCEPTION TO DEC. 31, 2003
<TABLE>
<CAPTION>
                                                               Twelve months ended         Inception to
                                                           12/31/2003       12/31/2002      12/31/2003
                                                           ----------       ----------      ----------
<S>                                                       <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                $(1,520,541)     $  (604,176)     $(2,816,640)
  Adjustments to reconcile net income/(loss)
   to net cash used in operations:
    Non-cash development and professional services             58,905          204,798          457,150
    (Increase) decrease in:
      Prepaid expenses                                             --           10,000               --
      Refundable deposits                                     (19,280)          (4,310)         (23,590)
    Increase (decrease) in:
      Accounts payable - stockholder                               --               --           80,428
       Accounts payable                                       387,537           96,174          654,599
       Accrued interest                                       512,475            3,042          515,518
       Accrued expenses                                       386,732          187,311          817,667
                                                          -----------      -----------      -----------
Net cash used in operating activities                        (194,172)        (107,161)        (314,868)
                                                          -----------      -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  CIP - architectural costs                                        --           (6,281)         (27,606)
                                                          -----------      -----------      -----------
Net cash used by investing activities                              --           (6,281)         (27,606)
                                                          -----------      -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Due from shareholder                                          4,162           (4,162)              --
  Proceeds from debt                                          190,000          117,500          342,500
                                                          -----------      -----------      -----------
Net cash provided by financing activities                     194,162          113,338          342,500
                                                          -----------      -----------      -----------

NET INCREASE (DECREASE) IN CASH                                   (10)            (104)              26

CASH, beginning of period                                          36              140               --
                                                          -----------      -----------      -----------

CASH, end of period                                       $        26      $        36      $        26
                                                          ===========      ===========      ===========
SUPPLEMENTARY INFORMATION:
  Interest paid                                           $        --      $        --      $        --
                                                          ===========      ===========      ===========
  Taxes paid                                              $        --      $        --      $        --
                                                          ===========      ===========      ===========
</TABLE>
The accompanying independent auditors' report and notes to financial statements
       should be read in conjunction with these statements of cash flows.

                                      F-9
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 1 - ORGANIZATION AND PURPOSE

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

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Accounting

     The Company's policy is to prepare its financial statements on the accrual
     basis of accounting. The fiscal year end is December 31.

     Cash and Cash Equivalents

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

     Summary of Non-Cash Transactions

     There were non-cash transactions, which are discussed in detail in Note 5.

     Use of Estimates

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

                                      F-10
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2003


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Earnings Per Share Calculations

     Basic earnings per common share ("EPS") is computed by dividing income
     available to common stockholders by the weighted-average number of common
     shares outstanding for the period. The weighted-average number of common
     shares outstanding for computing basic EPS was 14,002,496 and 13,024,912
     for the periods ended December 31, 2003 and 2002, 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, 2003 and 2002, the Company had no outstanding
     securities that could have a dilutive effect on the outstanding common
     stock, respectively.

     Fixed Assets

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

                          Building                    40 Years

     Depreciation expense for the year ended December 31, 2003 and 2002 was $0.

     Income Taxes

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

     The Company has not filed federal income tax returns for several years. The
     failure to file income tax returns may subject the Company to fines. As a
     result of the failure to file income tax returns, the Company may have lost
     any tax benefits, which would otherwise arise from prior year net operating
     losses. As of December 31, 2003, the Internal Revenue Service has not
     imposed any interest or penalties for failure to file

                                      F-11
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Income Taxes (Continued)

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

     Advertising

     Advertising costs are to be expensed when incurred. Advertising expenses
     for the years ended December 31, 2003 and 2002 were $1,387 and $0
     respectively.

     Revenue Recognition

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

     Reclassifications

     Certain reclassifications have been made to the financial statements as of
     December 31, 2002 to conform to the presentation of the financial
     statements as of December 31, 2003.

NOTE 3 - NOTES PAYABLE

     On June 12, 2002, the Company entered into an agreement with an individual
     to purchase a convertible note for $15,000. The principal sum plus interest
     of 10% per annum, compounded quarterly, is due and payable within one
     hundred and twenty days from the date thereof. Additionally, the Company
     agrees to issue each holder 30,000 restricted common shares of the
     Company's stock.

     On July 8, 2002, the Company entered into an agreement with an individual
     to purchase a convertible note for $10,000. The principal sum plus interest
     of 10% per annum, compounded quarterly, is due and payable within one
     hundred and twenty days from the date thereof. Additionally, the Company
     agrees to issue each holder 20,000 restricted shares of the Company's
     stock.

     On August 2, 2002, the Company entered into an agreement with an individual
     to purchase a convertible note for $10,000. The principal sum plus interest
     of 10% per annum, compounded quarterly, is due and payable within one
     hundred and twenty days from the date thereof. Additionally, the Company
     agrees to issue each holder 20,000 restricted shares of the Company's
     stock.

                                      F-12
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 3 - NOTES PAYABLE (CONTINUED)

     On August 9, 2002, the Company entered into an agreement with an individual
     to purchase a convertible note for $10,000. The principal sum plus interest
     of 10% per annum, compounded quarterly, is due and payable within one
     hundred and twenty days from the date thereof. Additionally, the Company
     agrees to issue each holder 20,000 restricted shares of the Company's
     stock.

     On September 5, 2002, the Company entered into an agreement with an
     individual to purchase a convertible note for $10,000. The principal sum
     plus interest of 10% per annum, compounded quarterly, is due and payable
     within one hundred and twenty days from the date thereof. Additionally, the
     Company agrees to issue each holder 20,000 restricted shares of the
     Company's stock.

     On September 23, 2002, the Company entered into an agreement with an
     individual to purchase a convertible note for $10,000. The principal sum
     plus interest of 10% per annum, compounded quarterly, is due and payable
     within one hundred and twenty days from the date thereof. Additionally, the
     Company agrees to issue each holder 20,000 restricted shares of the
     Company's stock.

     On October 11, 2002, the Company entered into an agreement with an
     individual to purchase a convertible note for $10,000. The principal sum
     plus interest of 10% per annum, compounded quarterly, is due and payable
     within one hundred and twenty days from the date thereof. Additionally, the
     Company agrees to issue each holder 20,000 restricted shares of the
     Company's stock.

     On November 18, 2002, the Company entered into an agreement with an
     individual to purchase a convertible note for $5,000. The principal sum
     plus interest of 10% per annum, compounded quarterly, is due and payable
     within one hundred and twenty days from the date thereof. Additionally, the
     Company agrees to issue each holder 10,000 restricted shares of the
     Company's stock.

     On November 25, 2002, the Company entered into an agreement with an
     individual to purchase a convertible note for $5,000. The principal sum
     plus interest of 10% per annum, compounded quarterly, is due and payable
     within one hundred and twenty days from the date thereof. Additionally, the
     Company agrees to issue each holder 10,000 restricted shares of the
     Company's stock.

     On January 2, 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 agrees to issue the holder 5,000 restricted shares of the Company's
     stock.

                                      F-13
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 3 - NOTES PAYABLE (CONTINUED)

     On January 14, 2003, the Company entered into an agreement with two
     individuals to purchase a convertible note for $5,000. The principal sum
     plus interest of 10% per annum, compounded quarterly, is due and payable
     within one hundred and twenty days from the date thereof. Additionally, the
     Company agrees to issue the holders 10,000 restricted shares of the
     Company's stock.

     On January 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 agrees to issue the holder 5,000 restricted shares of the Company's
     stock.

     On February 27, 2003, the Company entered into an agreement with an
     individual to purchase a convertible note for $6,000. The principal sum
     plus interest of 10% per annum, compounded quarterly, is due and payable
     within one hundred and twenty days from the date thereof. Additionally, the
     Company agrees to issue the holder 12,000 restricted shares of the
     Company's stock.

     On March 5, 2003, the Company entered into an agreement with two
     individuals to purchase a convertible note for $5,000. The principal sum
     plus interest of 10% per annum, compounded quarterly, is due and payable
     within one hundred and twenty days from the date thereof. Additionally, the
     Company agrees to issue the holders 10,000 restricted shares of the
     Company's stock.

     On March 7, 2003, the Company entered into an agreement with two
     individuals to purchase a convertible note for $7,500. 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 agrees to issue the holders 15,000 restricted shares of the
     Company's stock.

     On March 10, 2003, the Company entered into an agreement with two
     individuals to purchase a convertible note for $5,000. The principal sum
     plus interest of 10% per annum, compounded quarterly, is due and payable
     within one hundred and twenty days from the date thereof. Additionally, the
     Company agrees to issue the holders 10,000 restricted shares of the
     Company's stock.

     On March 12, 2003, the Company entered into an agreement with an individual
     to purchase a convertible note for $1,500. 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
     agrees to issue the holder 3,000 restricted shares of the Company's stock

                                      F-14
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 3 - NOTES PAYABLE (CONTINUED)

     On June 23, 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
     agrees to issue the holder 10,000 restricted shares of the Company's stock.

     On June 24, 2003, the Company entered into an agreement with two
     individuals to purchase a convertible note for $5,000. The principal sum
     plus interest of 10% per annum, compounded quarterly, is due and payable
     within one hundred and twenty days from the date thereof. Additionally, the
     Company agrees to issue the holders 10,000 restricted shares of the
     Company's stock.

     On July 14, 2003, the Company entered into an agreement with two
     individuals to purchase a convertible note for $5,000. The principal sum
     plus interest of 10% per annum, compounded quarterly, is due and payable
     within one hundred and twenty days from the date thereof. Additionally, the
     Company agrees to issue the holders 10,000 restricted shares of the
     Company's stock.

     On July 21, 2003, the Company entered into an agreement with two
     individuals to purchase a convertible note for $5,000. The principal sum
     plus interest of 10% per annum, compounded quarterly, is due and payable
     within one hundred and twenty days from the date thereof. Additionally, the
     Company agrees to issue the holders 10,000 restricted shares of the
     Company's stock.

     On July 23, 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
     agrees to issue the holder 10,000 restricted shares of the Company's stock.

     On August 13, 2003, the Company entered into an agreement with two
     individuals to purchase a convertible note for $5,000. The principal sum
     plus interest of 10% per annum, compounded quarterly, is due and payable
     within one hundred and twenty days from the date thereof. Additionally, the
     Company agrees to issue the holders 10,000 restricted shares of the
     Company's stock.

     On August 14, 2003, the Company entered into an agreement with two
     individuals 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 agrees to issue the holders 5,000 restricted shares of the
     Company's stock.

                                      F-15
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 3 - NOTES PAYABLE (CONTINUED)

     On August 15, 2003, the Company entered into an agreement with two
     individuals 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 agrees to issue the holders 5,000 restricted shares of the
     Company's stock.

     On September 9, 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 agrees to issue the holder 5,000 restricted shares of the Company's
     stock.

     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 agrees to issue the holder 10,000 restricted shares of the
     Company's stock.

     On September 12, 2003, the Company entered into an agreement with two
     individuals to purchase a convertible note for $10,000. The principal sum
     plus interest of 10% per annum, compounded quarterly, is due and payable
     within one hundred and twenty days from the date thereof. Additionally, the
     Company agrees to issue the holders 20,000 restricted shares of the
     Company's stock.

     On September 29, 2003, the Company entered into an agreement with two
     individuals 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 agrees to issue the holders 5,000 restricted shares of the
     Company's stock.

     On October 14, 2003, the Company entered into an agreement with two
     individuals 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 agrees to issue the holders 5,000 restricted shares of the
     Company's stock.

     On October 21 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 agrees to issue the holder 5,000 restricted shares of the Company's
     stock.

                                      F-16
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 3 - NOTES PAYABLE (CONTINUED)

     On November 14, 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 agrees to issue the holder 10,000 restricted shares of the
     Company's stock.

     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 agrees to issue the holder 5,000 restricted shares of the Company's
     stock.

     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 agrees to issue the holder 5,000 restricted shares of the Company's
     stock.

     On November 26, 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 agrees to issue the holder 5,000 restricted shares of the Company's
     stock.

     On December 12, 2003 the Company entered into an agreement with two
     individuals 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 agrees to issue the holders 5,000 restricted shares of the
     Company's stock.

     On December 15, 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 agrees to issue the holder 10,000 restricted shares of the
     Company's stock.

     Furthermore, the notes may be converted by the holders upon the maturity
     date at a conversion rate of one (1) share of the Company's restricted
     common stock per fifty cents ($0.50) principal amount of the notes plus the
     shares set forth in the above paragraphs. All accumulated but unpaid
     interest shall be extinguished upon conversion. Shares issued upon
     conversion plus the shares set forth in the above paragraphs shall be

                                      F-17
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 3 - NOTES PAYABLE (CONTINUED)

     subject to the restrictions pursuant to Rule 144 of the Securities Act of
     1933 and will have "piggyback" rights of registration. Should all the
     holders of the above convertible notes elect conversion upon the maturity
     date, 400,000 shares would be due and payable by the Company.

     Upon default 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, the Company will issue
     31,250 common shares per every $2,500 of principal due. Historically the
     Company has defaulted on the convertible notes issued, or the holder has
     elected the option to convert the note into restricted common stock. Should
     all the holders of the above convertible notes elect conversion under
     default, 2,500,000 shares would be due and payable by the Company.

     On August 14, 2003, the Company entered into an agreement with an
     individual to purchase a 90-day non interest-bearing note for $50,000. The
     principal sum is due and payable on or before November 12, 2003.
     Additionally, the Company agrees to issue the holder 75,000 restricted
     shares of the Company's stock with piggyback registration rights. These
     shares were issued on December 3, 2003 (See Note 5).

     On August 27, 2003, the Company entered into an agreement with an
     individual to purchase a non interest-bearing note for $25,000. The
     principal sum is due and payable within one hundred and twenty days from
     the date thereof. Additionally, the Company agrees to issue the holder
     30,000 restricted shares of the Company's stock with piggyback registration
     rights. These shares were issued on December 3, 2003 and December 4, 2003
     (See Note 5).

     As of December 31, 2003 total notes payable is $275,000.

NOTE 4 - RELATED PARTY TRANSACTIONS

     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

                                      F-18
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 4 - RELATED PARTY TRANSACTIONS (CONTINUED)

     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 employee agreements detailed above, the Employee shall be entitled
     the 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

     Salary expense for the years ended December 31, 2003 and 2002 were $359,250
     and $174,000, respectively.

     For the years ended December 31, 2003 and 2002 consulting fees paid to the
     shareholders were $25,924 and $18,452, respectively.

NOTE 5 - STOCKHOLDERS' EQUITY

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

     On December 3, 2003, the Company issued 75,000 shares of its common stock
     to the holder of a note dated August 14, 2003 per the repayment terms set
     forth in the agreement (See Note 3).

     On December 3, 2003, the Company issued 25,000 shares of its common stock
     to the holder of a note dated August 27, 2003 per the repayment terms set
     forth in the agreement (See Note 3).

     On December 3, 2003, the Company issued 5,000 shares of its common stock in
     exchange for professional services. The value of the services was based on
     the fair market value as of the date of the transaction, which was $9,500.

     On December 4, 2003, the Company issued 5,000 shares of its common stock to
     the holder of a note dated August 27, 2003 per the repayment terms set
     forth in the agreement (See Note 3).

     On December 17, 2003, the Company issued 505,051 shares of its common stock
     in exchange for professional services. Per the terms of the agreement, 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 amounting to $500,000.

                                      F-19
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 5 - STOCKHOLDERS' EQUITY (CONTINUED)

     The Company is in the process of raising capital to start full time
     operations. For the years ended December 31, 2003 and 2002, the Company
     issued notes to various investors for a total of $190,000 and $117,500. As
     of December 31, 2003 the holders of those notes are due 140,000 restricted
     shares of common stock per the repayment terms set forth in the agreements
     (See Note 3).

NOTE 6 - COMMITMENTS AND CONTINGENCIES

     The Company has entered into an agreement with an attorney to provide legal
     and business counsel services. The agreement calls for monthly payments of
     $3,500 and can be terminated by mutual agreement between the parties. For
     the years ended December 31, 2003 and 2002, the Company has incurred
     expenses of $42,000 and $42,000 respectively.

     In April 2001, the Company entered into an agreement with an individual to
     identify investors, underwriters, joint venturers, lenders and/or
     guarantors interested in providing financing for the Company. As of
     December 31, 2003 and 2002, 5,500 and 2,000 shares were due under this
     agreement respectively.

NOTE 7 - GOING CONCERN

     These financial statements have been prepared in accordance with generally
     accepted accounting principles applicable to a going concern, which
     contemplates the realization of assets and the satisfaction of liabilities
     and commitments in the normal course of business. As of December 31, 2003,
     the Company had recognized little revenue to date and had accumulated
     operating losses of approximately $5,313,264 since inception. The Company's
     ability to continue as a going concern is contingent upon its ability to
     successfully develop and market its products, meet future financing
     requirements, and achieve and maintain profitable operations.

     Management has enlisted the services of a company to serve as an investment
     advisor and consultant. This company will assist Millenium Holding Group,
     Inc. with raising funds for operations and acquisitions of related
     companies. 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.

                                      F-20
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 8 - RECENT PRONOUNCEMENTS

     In June 2002, the FASB issued Financial Accounting Standards Statement No.
     146 "ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES". The
     Statement addresses financial accounting and reporting for costs associated
     with exit or disposal activities and nullifies Emerging Issues Task Force
     Issue No. 94-3 and is effective for exit or disposal activities initiated
     after December 31, 2002. The Company does not expect SFAS 146 to have
     material impact on its financial statements.

     In December 2002, the FASB issued Financial Accounting Standards Statement
     No. 148 "ACCOUNTING FOR STOCK-BASED COMPENSATION - TRANSITION AND
     DISCLOSURE". The Statement provides alternative methods of transition for a
     voluntary change to the fair value based method of accounting for
     stock-based employee compensation. The provisions of SFAS 148 are effective
     for fiscal years ending after December 15, 2002. The Company does not
     expect SFAS 148 to have material impact on its financial statements.

     In April 2003, the FASB issued Financial Accounting Standards Statement No.
     149 "AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
     ACTIVITIES." The Statement amends and clarifies financial accounting and
     reporting for derivative instruments, including certain derivative
     instruments embedded in other contracts (collectively referred to as
     derivatives) and for hedging activities under FASB Statement No. 133,
     Accounting for Derivative Instruments and Hedging Activities.

     The provisions of SFAS 149 are effective for contracts entered into or
     modified after June 30, 2003. The Company does not expect SFAS 149 to have
     material impact on its financial statements.

     In May 2003, the FASB issued Financial Accounting Standards Statement No.
     150 "ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF
     BOTH LIABILITIES AND EQUITY." The Statement establishes standards for how
     an issuer classifies and measures certain financial instruments with
     characteristics of both liabilities and equity. It requires that an issuer
     classify a financial instrument that is within its scope as a liability (or
     an asset in some circumstances). The provisions of SFAS 150 are effective
     for financial instruments entered into or modified after May 31, 2003. The
     Company does not expect SFAS 150 to have material impact on its financial
     statements.

                                      F-21
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 9 - SUBSEQUENT EVENTS

     In March 2004, the Company ("Purchaser") entered into an asset and license
     purchase agreement with 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 equals $3,600,000, which shall be paid to the
     Seller with 1,800,00 shares of common stock in the Purchaser.

     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 This agreement is for the period of August
     5, 2003 to May 31, 2004, and may be cancelled by either party on ten (10)
     days notice. The Consultant will be paid forty thousand (40,000) shares of
     restricted stock of the Company with piggyback registration rights in full
     payment of all work the Consultant has done prior to this agreement, if
     any, up to the end of the term of this agreement. The value of these shares
     will be deemed to be the strike 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. This agreement is for the period of November 13,
     2001 to May 31, 2004, and may be cancelled by either party on ten (10) days
     notice. The Consultant will be paid fifty thousand (50,000) shares of
     restricted stock of the Company with piggyback registration rights in full
     payment of all work the Consultant has done prior to this agreement, if
     any, up to the end of the term of this agreement. The value of these shares
     will be deemed to be the strike 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. This agreement is for the
     period of January 1, 2002 to May 31, 2004, and may be cancelled by either
     party on ten (10) days notice. The Consultant will be 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 has done prior to this agreement, if any, up to the end of the
     term of this agreement. The value of these shares will be deemed to be the
     strike price as of the close of business on March 19, 2004, which was $0.90
     or a total contract value of $293,850.

                                      F-22