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, 1999


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

                                     0-28431
                             ----------------------
                             Commission File Number

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


                       3800 Old Cheney Road Suite 101-222
                                Lincoln, NE 68516
        (Former Address 6030 Village Drive, Suite 200 Lincoln, NE 68516)
        ----------------------------------------------------------------
           (Address of Principal Executive Offices Including Zip Code)

                                 (402) 434 5690
                         ------------------------------
                         (Registrants Telephone Number)

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

          Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock $.05 par value
                                (Title of Class)

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

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Registration S-K is not contained herein,  and will not be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment of this Form 10-K. [ ]

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

     Number of shares outstanding of each of the registrant's  classes of common
equity,  (par value $.05) as of March 20, 2000 is 11,366,525.  The closing price
of the shares on March 20, 2000 was $4.20. The market value of the Common Shares
held by non-affiliates was $7,309,638.

     Transitional Small Business Disclosure Format: [ ] Yes [X] No
<PAGE>
     The following  documents  are herein  incorporated  by reference:  (1) Form
10SB12G filed on December 9, 1999 (file No. 000-28431),  is incorporated in Part
III 13(a).  (2) An 8-K filed on February 18, 2000  disclosing  the fact that the
Company acquired certain proprietary products from Mr. Richard Ham the President
and beneficial owner of the controlling  shareholder of the Company. The Company
agreed to issue 1,468,436 shares of Restricted  common shares at a value of $.50
per share,  which  equals the amount,  expended  by Mr.  Ham.  The shares of the
Company  were not  trading  at the time of the  acquisition.  The  Company  also
disclosed  the  execution  of a Letter of Intent  wherein the Company  agreed to
purchase with stock and cash the Stanford Life Insurance  Company.  An 8-K filed
on March 7, 2000  disclosing  the fact that there was a change of control of the
Company  based upon the  acquisition  of the assets from Mr.  Ham.  The 8 K also
disclosed  the fact that the Board of  Directors  had approved a 5 for 1 forward
stock split.  An 8-K filed on March 16, 2000  disclosing  the fact that the NASD
had  assigned a new CUSIP  number to the Company  because of the  forward  stock
split.  The registrant  filed an 8 K on March 17, 2000 announcing the assignment
of a new trading symbol (MNHG).  The information  found in this paragraph (2) is
incorporated  in Part  III  13(b).  The  original  controlling  shareholder  and
subsequent  controlling  shareholder  filed  Schedules  13 D and 13 G which  are
incorporated by reference.

                          MILLENIUM HOLDING GROUP, INC.

                                      INDEX

                                                                            PAGE
                                                                            ----
PART I

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

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

PART II

     ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
             STOCKHOLDER MATTERS .........................................   3
     ITEM 6. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION ...............   4
     ITEM 7. FINANCIAL STATEMENTS ........................................   5
     ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING AND FINANCIAL MATTERS ............................   5

PART III

     ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ...........   5
     ITEM 10 EXECUTIVE COMPENSATION ......................................   6
     ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT ..................................................   6
     ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ..............   7
     ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K ............................   7

                                       i
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

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

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

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

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

BUSINESS

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

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

     The  Company  is  also  forming  an  Internet  bank  and  is  preparing  an
application to be filed with the Office of the Comptroller of the Currency (OCC)
to charter a national bank. The Company has also entered into a Letter of Intent
to  acquire  the  Stanford  Life   Insurance   Company.   The  Company  will  be
headquartered  in  Lincoln,  Nebraska  and will not,  at least  initially,  have
traditional  banking offices.  The bank will offer products and services through
the use of the  Internet.  The Company  will also file an  application  with the
Federal  Deposit  Insurance  Corporation  (FDIC) for deposit  insurance and will
become a member of the Federal Reserve Systems.  The Internet  insurance company
will commence operation as soon as possible after the transaction is closed.

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

                                        2
<PAGE>
     Government  regulations  through licensing have a significant effect on the
Company as to its continuing business.

     There have been no funds spent on research and  development  by the Company
during the past two fiscal years.  Furthermore,  in that the Company is strictly
service  orientated,  there  have been no costs  associated  with  environmental
compliance.

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

     The Company will send an annual report to its security holders, which shall
contain an audited  statement.  The Company's  security  holders will be advised
that the SEC  maintains  an  Internet  site  that  contains  reports,  proxy and
information  statements,  and other  information  regarding  Companies that file
electronically with the SEC at http://www.sec.gov.

PATENTS

     The Company does not own, nor has it applied for any Patents.

ITEM 2. DESCRIPTION OF PROPERTY

     The  Company's  office is  located  at 3800 Old  Cheney  Road Suite 101 222
Lincoln, NE 68516 and the telephone number is (402) 434 5690. The Company leases
space in the building where the operation of the Company is housed. The premises
and contents are fully insured.

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

ITEM 3. LEGAL PROCEEDINGS

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

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

     No matters have been submitted to a vote of security holders.

                                     PART II

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

     (a) Market Information

     The  Company's  common  equity is traded on the Over the  Counter  Bulletin
Board. The Company has been unable to determine the quarterly high and low sales
price for the past two years.  The  Company  believes  the low price in 1998 was
$.33 and the high was $.5. In 1999, the Company believes the low price was $.05,
the high $23.59 and the current price is $4.21.  The only quotes the Company has
been able to  determine  in the year 2000 were $21.00  immediately  prior to the
forward  split and  $4.20  immediately  thereafter.  There has been no volume of
trading.

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

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

                                        3
<PAGE>
ITEM 6. MANAGEMENT'S PLAN OF OPERATION

     Millenium  Holding Group, Inc. (OTC BB:MNHG) is a publicly traded and fully
reporting financial services Company in early stage development.  The passage of
the Financial Modernization Act (Gramm-Leach-Bliley Act) will radically overhaul
the nation's  banking,  insurance  and  securities  markets.  The Act allows one
Company to possess all three disciplines.  The Company has entered into a Letter
of Intent to acquire the Stanford Life Insurance  Company,  which it anticipates
closing  within sixty (60) days.  The officers and directors of the Company have
years of  experience  in the  insurance  industry.  The Company is also actively
pursuing the creation of an Internet National Bank and exploring the possibility
of forming or  acquiring  a Broker  Dealer in order to  service  the  securities
market.

     In order to receive a charter to operate an  Internet  National  Bank,  the
Company will follow the  requirements as set by the Office of the Comptroller of
the  Currency  (OCC).  The  organizers  understand  the national  banking  laws,
regulations and sound banking  operations and practices.  The Board of Directors
of the Company has years of experience in the financial management field and has
begun  recruiting  competent  management  with the  ability  and  experience  to
successfully operate a bank of this type in a safe and sound manner.

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

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

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

     The software  required for the Internet  bank is in control of the majority
shareholder and will be leased to the Company by the principal  shareholder.  It
is state of the art and can service up to a fourteen  billion-dollar  bank.  The
Systems will provide an automation Systems with multi-currency and multi-lingual
abilities.  The core Systems is stable and secure with an  adaptable  foundation
that  allows the Company to continue to focus its  resources  and  attention  on
delivering  products and services to its customers.  The software,  which can be
adapted to the insurance business, will be the center of the Company's business,
consists of the following five components:


     1.   The Customer Information Component tracks data on all customers.
     2.   The Deposit  Accounting  component  processes  all  deposit  products,
          ranging  from  checking,  Money  Market,  savings,  passbook  and club
          accounts to certificate of deposit,  time deposit open accounts,  OIDs
          and IRAs.
     3.   The  Loan  Accounting  component  processes  personal,   credit  line,
          business and real estate loans.
     4.   The Transaction  Processing component is the manager and dispatcher of
          monetary transactions.
     5.   The Executive  Information  component houses the general ledger and is
          the source of financial management information.

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

     There is no other plan to develop  new  products  within the next  12-month
period.
                                        4
<PAGE>
     The  Company  is also  intending  to  become a member  of the  Society  for
Worldwide  Interbank  Financial  Telecommunication   (S.W.I.F.T.).   It  is  the
Company's  belief that  membership  in this  organization  will provide the bank
international  access  and  credibility.   The  core  banking  Systems  will  be
interfaced with S.W.I.F.T.  so that transactions will  automatically be recorded
throughout  the   appropriate   components  of  the  automated   Systems.   This
organization    provides   low-cost   competitive   financial   processing   and
communication services of the highest quality, integrity and reliability.

     The Company  does not believe  that it will  encounter  internal  year 2000
problems in that the software is year 2000 compliant.

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

ITEM 7. FINANCIAL STATEMENTS

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

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

     There  have  been no  changes  of  Accountants  or  disagreements  with the
registrants Accountants on accounting and financial matters.

                                    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        46      President Treasurer and
                                       Member of the Board of Directors

         Carla Aufdenkamp      37      Vice President, Secretary and Member
                                       of the Board of Directors

     There are no  agreements  that a  director  will  resign at the  request of
another  person and the above  named  Directors  are not acting on behalf of nor
will act on behalf of another person.

     The following is a brief  summary of the  Directors and Officers  including
their business experiences for the past five years.

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

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

                                        5
<PAGE>
     Carla  Aufdenkamp  has over  eighteen  years  experience  in all  phases of
financial  and insurance  administration.  She is very  knowledgeable  in office
management,  computer  Systems,  organization,   accounting  and  auditing.  Ms.
Aufdenkamp  has  worked  with  Ham  Consulting  for the past  five  years as its
administrator and recently moved over to the Company.  Ms. Aufdenkamp is married
to Mr. Ham.

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

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

     Based upon a review of these reports the Company has concluded  that a Form
4 was  filed,  even  though  the  shares of stock had not been  received  by the
shareholder  as of the date of filing,  by those  required  to file said  report
covering the change of beneficial ownership of securities. It is also clear that
a schedules 13D and 13 G were filed.

ITEM 10. EXECUTIVE COMPENSATION

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

      Name and Address                   Amount of Beneficial     Percentage of
      of Beneficial Owner                     Ownership               Class
      -------------------                     ---------               -----
      Ham Consulting Company. (*)             2,283,955               20.1%
      3800 Old Cheney Road Ste 101-222
      Lincoln, NE 68516

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

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

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

                                        6
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

     There are no parents of this small business Company.

     There are and have been no transactions with promoters.

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

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

     There are no parents of this small business Company.

ITEMS 13. EXHIBITS AND REPORTS ON FORM 8-K

     A.   Exhibits

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

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

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

          23   Consent of Accountant

          27   Financial Data Schedule

     B.   Reports on Form 8-K

          The Company filed three (3) reports on Form 8 K to date.

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

          On March 7, announcing a change in control.

          On March 16 announcing a new CUSIP number.

          On March 17 announcing a new symbol (MNHG)

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

                                       7
<PAGE>
                                SIGNATURE PAGE

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


                                        MILLENIUM HOLDING GROUP, INC.


March 27, 2000                          /s/ Richard L. Ham
                                        ----------------------------------------
                                        Richard L. Ham, Director and President



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

                                       8
<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number                                    Description
------                                    -----------

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

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

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

  23        Consent of Accountant

  27        Financial Data Schedule
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying  balance sheet of Millenium Holding Group, Inc.
(a Nevada  Corpor-ation) as of December 31, 1999, and the related  statements of
income,  retained  earnings,  and cash  flows  for the year  then  ended.  These
financial  statements are the responsibility of the Company's  manage-ment.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

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



Lincoln, Nebraska
February 8, 2000

                                       F-1
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                       (FORMERLY AMEX SYSTEMS CORPORATION)

                                  BALANCE SHEET
                                DECEMBER 31, 1999


                                     ASSETS

Reinstatement costs                                                 $   18,945
Overriding royalty interests, Rusk
  and Harrison Counties, Texas                                               1
                                                                    ----------

TOTAL ASSETS                                                        $   18,946
                                                                    ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Accrued wages                                                          3,750
  Accrued payroll taxes                                                    448
  Accounts payable - stockholder                                        20,944
                                                                    ----------

TOTAL LIABILITIES                                                       25,142
                                                                    ----------
STOCKHOLDERS' EQUITY
  Common stock, $.05 par value, 50,000,000 shares
   authorized, 704,869 shares issued and outstanding                 1,094,406
  Paid-in capital                                                    1,402,219
  Retained earnings (deficit)                                           (6,197)
  Deficit accumulated during the development stage                  (2,496,624)
                                                                    ----------
        Total stockholders' equity                                      (6,196)
                                                                    ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $   18,946
                                                                    ==========


See accompanying notes to financial statements.

                                       F-2
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                       (FORMERLY AMEX SYSTEMS CORPORATION)

                               STATEMENT OF INCOME
                      FOR THE YEAR ENDED DECEMBER 31, 1999



REVENUES                                                               $     0
                                                                       -------
EXPENSES
     Salaries and wages                                                  3,750
     Payroll tax expense                                                   448
     Office expenses                                                     1,369
     Professional fees                                                     630
                                                                       -------
TOTAL EXPENSES                                                           6,197
                                                                       -------
NET INCOME (LOSS)                                                      $(6,197)
                                                                       =======


See accompanying notes to financial statement.

                                       F-3
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                       (FORMERLY AMEX SYSTEMS CORPORATION)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                      FOR THE YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                      Common Stock                    Retained    Deficit from
                                -----------------------    Paid-in    Earnings    Development
                                  Shares        Amount     Capital    (Deficit)      Stage       Totals
                                  ------        ------     -------    ---------      -----       ------
<S>                            <C>        <C>         <C>            <C>       <C>           <C>
BALANCES, December 31, 1998     21,888,124    1,094,406   1,402,219               (2,496,624)        1

  Reverse stock
    split on June 2, 1999      (21,183,255)
  Net activity,
    December 31, 1999                                                   (6,197)                 (6,197)
                               -----------    ---------   ---------    -------    ----------    ------
BALANCES, December 31, 1999        704,869    1,094,406   1,402,219     (6,197)   (2,496,624)   (6,196)
                               ===========    =========   =========    =======    ==========    ======
</TABLE>

See accompanying notes to financial statements.

                                       F-4
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                       (FORMERLY AMEX SYSTEMS CORPORATION)

                             STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 1999



Net income (loss)                                                        (6,197)
                                                                       --------
Adjustments to reconcile net income to
  net cash provided by operating activities:
  (Increase) decrease in Prepaid expenses                               (18,945)
  (Decrease) increase in
  Accrued wages                                                           3,750
  Accrued payroll taxes                                                     448
  Accounts payable - stockholder                                         20,944
                                                                       --------
      Total adjustments                                                   6,197
                                                                       ========

CASH FLOWS FROM OPERATING ACTIVITIES                                          0
                                                                       --------
CASH FLOWS FROM INVESTING ACTIVITIES                                          0
                                                                       --------
CASH FLOWS FROM FINANCING ACTIVITIES                                          0
                                                                       --------
NET INCREASE IN CASH                                                          0
                                                                       --------
CASH, beginning of period                                                     0
                                                                       --------
CASH, end of period                                                           0
                                                                       ========

See accompanying notes to financial statements.

                                       F-5
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                       (FORMERLY AMEX SYSTEMS CORPORATION)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    AMEX Systems Corporation,  a Nevada corporation,  was incorporated  December
    22, 1969, for the purpose of merging other corporations  together to achieve
    savings  from  consolida-tions.  The name of the  Corporation  was  formally
    changed to Millenium Holding Group, Inc. during 1999.

    The company had been  inactive  and has not actively  conducted  operations,
    generated  revenues or incurred expenses since 1995. During 1999 the company
    started up operations and will be in full time operations in 2000.

    The  preparation  of  financial  statements  in  conformity  with  generally
    accepted  accounting  principles  requires  management to make estimates and
    assumptions   that  affect  certain   reported   amounts  and   disclosures.
    Accordingly, actual results could differ from those estimates.

NOTE 2. MERGERS

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

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

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

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

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

                                       F-6
<PAGE>
                          MILLENIUM HOLDING GROUP, INC.
                       (FORMERLY AMEX SYSTEMS CORPORATION)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 3. PRIOR ACTIVITIES

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

NOTE 4. STATUS OF ACTIVITIES AND OPERATIONS

    The Company had been  inactive  since  1995.  In the opinion of  Management,
    there are no  liabilities,  judgments or pending legal actions  arising from
    prior  activities of the Company,  mergers or merger  attempts.  The company
    started up operations again in 1999 and will be in full operation in 2000.

NOTE 5. OVERRIDING OIL AND LIGNITE ROYALTY INTERESTS, RUSK AND HARRISON
        COUNTIES, TEXAS

    The Company  acquired these  properties in 1986 for 850,000 shares of stock.
    The original recorded financial statement value of the properties was $1 and
    the Company has earned no income from these properties to date.

NOTE 6. INCOME TAX RETURNS

    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 not
    exceeding  $100 per year.  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.

NOTE 7. CONTINGENT LIABILITY

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

NOTE 8. STATUS OF OTCBB LISTING

    The Company was dropped from the  Over-The-Counter  Bulletin  Board  (OTCBB)
    exchange  listing  effective  August 30, 1999. The Company was reinstated on
    December 29, 1999 to the OTCBB listing. The Company had incurred expenses of
    $18,945 for this  reinstatement  and these costs will be amortized over five
    years starting in 2000.

                                       F-7