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

                                   FORM 10-QSB
                                   (Mark One)

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                      For the Quarter ended March 31, 2004

  TRANSITION REPORT UNDER SECITON 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                                      1934

            For the transition period from             to
                                           -----------    -------------

                         Commission file number: 0-31457

                    MILLENNIUM CAPITAL VENTURE HOLDINGS, INC.
                 (Name of small business issuer in its charter)


         DELAWARE                       5045                    23-3048444
      (State or other            (Primary Standard          (I.R.S. Employer
      jurisdiction of         Industrial Classification     Identification No.)
     incorporation or                   Code)
       organization)


                               1 Place Ville-Marie
                                   Suite 2821
                                  Montreal, Qc
                                     H3B 4R4

       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                                Tel: 514-448-6710
                              --------------------
                           (Issuer's telephone number)

                    1000 de la Gauchetiere West, Suite 2400,
                            Montreal, Quebec H3B 4W5

          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

Securities registered under Section 12(g) of the Exchange Act:

                    Common Stock, $.0001 par value per share

                                (Title of class)

<PAGE>

Indicate by check mark if the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

Yes  [ ]    No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 6,850,000 as of March 14, 2004.

                      NON-INVASIVE MONITORING SYSTEMS, INC.
                                      Index

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)

Condensed balance sheets at March 31, 2004 and December 31, 2003

Condensed statements of operations for the Three Months ended March 31, 2004 and
2003 and since inception.

Condensed statements of cash flows for the Three Months ended March 31, 2004 and
2003 and since inception.

Notes to condensed financial statements March 31, 2004

Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations

PART II  OTHER INFORMATION

Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K

Signatures
----------

<PAGE>





                        MILLENNIUM CAPITAL HOLDINGS, INC.

                          INTERIM FINANCIAL STATEMENTS

                                 MARCH 31, 2004



<PAGE>


                        MILLENNIUM CAPITAL HOLDINGS, INC.

                          INTERIM FINANCIAL STATEMENTS

                                 MARCH 31, 2004

                                 TABLE OF CONTENTS



Interim Balance Sheet                                                 1

Interim Statement of Operations                                       2

Interim Statement of Cash Flows                                       3

Interim Statement of Stockholders' Equity                             4

Notes to Interim Financial Statements                             5 - 6


<PAGE>


MILLENNIUM CAPITAL HOLDINGS, INC.
(A Development Stage Company)

Interim Balance Sheet

As at March 31, 2004 and December 31, 2003

                                                                          Page 1
================================================================================

                                                 March 31      December 31
                                                  2004             2003
                                               (Unaudited)      (Audited)
                                               -----------     -----------
Assets

Current
   Cash                                         $      --      $      --
                                                =========      =========

Liabilities

Current
    Accounts payable                            $   5,000      $   5,000
                                                ---------      ---------

Stockholders' Deficit

Capital stock                                         685            685

Additional paid in capital                        142,315        142,315

Accumulated deficit                              (148,000)      (148,000)
                                                ---------      ---------
Total stockholders' deficit                        (5,000)        (5,000)
                                                ---------      ---------
Total liabilities and stockholders' deficit     $      --      $      --
                                                =========      =========

Approved on behalf of the board:

                         Director
-------------------------

                         Director
-------------------------

The accompanying notes are an integral part of these financial statements.
<PAGE>


MILLENNIUM CAPITAL HOLDINGS, INC.
(A Development Stage Company)

Interim Statement of Operations

For the Three Months Ended March 31, 2004, March 31, 2003 and From Inception

(Unaudited)                                                               Page 2
================================================================================
<TABLE>
<CAPTION>

                                            Three Months     Three Months     June 2, 2000
                                               Ended            Ended        (Inception) to
                                              March 31         March 31         March 31,
                                                2004             2003             2004
                                            ------------     ------------    --------------
<S>                                      <C>                 <C>                 <C>
Revenue                                      $        --     $        --      $        --
c
Operating expenses

    Professional fees                                 --             794           59,561
    Consultants fees                                  --           3,691           71,909
    Other expenses                                    --          11,558           30,093
                                             -----------     -----------      -----------
                                                      --          16,043          161,563
                                             -----------     -----------      -----------
Loss before other item and income taxes               --         (16,043)        (161,563)

    Gain on settlement of debt                        --              --           13,653
                                             -----------     -----------      -----------
Loss before income taxes                              --         (16,403)        (147,910)

    Income taxes                                      --              --               90
                                             -----------     -----------      -----------
Net loss                                     $        --     $   (16,043)     $  (148,000)
                                             ===========     ===========      ===========


Net loss per common share                                    $     (.002)     $     (.022)
                                             ===========     ===========      ===========
Weighted average number of common shares
   used in calculation                         6,850,000       6,689,444        6,850,000
                                             ===========     ===========      ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.


<PAGE>


MILLENNIUM CAPITAL HOLDINGS, INC.
(A Development Stage Company)

Interim Statement of Cash Flows

For the Three Months Ended March 31, 2004, March 31, 2003 and From Inception

(Unaudited)                                                               Page 3
================================================================================
<TABLE>
<CAPTION>

                                             Three Months    Three Months     June 2, 2000
                                                Ended           Ended        (Inception) to
                                               March 31        March 31          March 31,
                                                2004             2003             2004
                                             ------------    ------------    --------------
Operating activities
<S>                                             <C>            <C>              <C>
    Net loss from continuing operations         $   --         $ (16,043)       $(148,000)
    Issue of common stock for service               --                --          100,500
    Accounts payable                                --             3,903            5,000
    Gain on settlement of debt                      --                --          (13,653)
                                                ------         ---------        ---------
Net cash used in operating activities               --           (12,140)         (56,153)
                                                ------         ---------        ---------

Financing activities

    Issue of common stock                           --            42,500           42,500
    Proceeds from settlement of debt                --                --           13,653
    Stockholder's loan                              --               345               --
                                                ------         ---------        ---------

Net cash provided by financing activities           --            42,845           56,153
                                                ------         ---------        ---------

Net increase (decrease) in cash and cash
    equivalent                                      --            30,705               --

Cash and cash equivalent, beginning of period       --               (63)              --
                                                ------         ---------        ---------

Cash and cash equivalent, end of period         $   --         $  30,642        $      --
                                                ======         =========        =========
</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>


MILLENNIUM CAPITAL HOLDINGS, INC.
(A Development Stage Company)

Interim Statement of Stockholders' Equity

For the Three Months Ended March 31, 2004

(Unaudited)                                                               Page 4
================================================================================


<TABLE>
<CAPTION>

                                                                                           Total
                                     Common Stock          Additional                   -------------
                                -----------------------      Paid in     Accumulated    Stockholders'
                                  Shares        Amount       Capital       Deficit         Equity
                                ---------     ---------    ----------    -----------    -------------
<S>                             <C>           <C>           <C>           <C>            <C>
At June 2, 2000                 5,000,000     $     500     $      --     $      --      $     500

Net loss for the year 2000             --            --            --          (530)          (530)
                                ---------     ---------     ---------     ---------      ---------
Balance, December 31, 2000      5,000,000           500            --          (530)           (30)

Net loss for the year 2001             --            --            --     $     (30)     $     (30)
                                ---------     ---------     ---------     ---------      ---------

Balance, December 31, 2001      5,000,000           500            --          (560)           (60)

Issue of stock for services     1,000,000           100        99,900            --        100,000

Net loss for the year 2002             --            --            --      (120,924)      (120,924)
                                ---------     ---------     ---------     ---------      ---------
Balance, December 31, 2002      6,000,000           600        99,900      (121,484)       (20,984)

Issue of stock                    850,000            85        42,415            --         42,500

Net loss                               --            --            --       (26,516)       (26,516)
                                ---------     ---------     ---------     ---------      ---------

Balance, December 31, 2003      6,850,000           685       142,315      (148,000)        (5,000)

Net loss                               --            --            --            --             --
                                ---------     ---------     ---------     ---------      ---------

Balance, March 31, 2004         6,850,000     $     685     $ 142,715     $(148,000)     $  (5,000)
                                =========     =========     =========     =========      =========
</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>


MILLENNIUM CAPITAL HOLDINGS INC.
(A Development Stage Company)

Notes to Interim Financial Statements
March 31, 2004
(Unaudited)                                                               Page 5
================================================================================

1.    Summary of Significant Accounting Policies

      Going Concern

      The accompanying financial statements have been prepared in conformity
      with generally accepted accounting principles, which contemplate
      continuation of the Company as a going concern. However, the Company was
      only recently formed, has incurred losses since its inception and has not
      yet been successful in establishing profitable operations. These factors
      raise substantial doubt about the ability of the Company to continue as a
      going concern.

      In this regard, management is proposing to raise any necessary additional
      funds not provided by operations through additional sales of its common
      stock. There is no assurance that the Company will be successful in
      raising this additional capital or achieving profitable operations. The
      financial statements do not include any adjustments that might result from
      the outcome of these uncertainties.

      Development Stage Company

      Millennium Capital Ventures Holdings, Inc. has been in the development
      stage since its formation on June 2, 2000. Planned principal operations
      have not commenced since then and the company has not generated any
      revenue.

      Financial Statement Presentation

      This summary of significant accounting policies of Millennium Capital
      Ventures Holdings, Inc. is presented to assist in understanding of the
      Company financial statements. The financial statements and notes are
      representations of the Company's management who is responsible for their
      integrity and objectivity. These accounting policies conform to U.S.
      generally accepted accounting principles and have been consistently
      applied in the preparation of the financial statements, which are stated
      in the U.S. Dollars.

      Organization and Business Operations

      Millennium Capital Ventures Holdings, Inc. (the "Company") was
      incorporated in the State of Delaware on June 2, 2000 to serve as a
      vehicle to effect a merger, exchange of capital stock, asset acquisition
      or other business combination with a domestic or foreign private business.
      As of March 31, 2004, the Company did not commence any formal business
      operations. Therefore, all the activities to date relate to the Company's
      organization. The Company's fiscal year end is December 31.

      The Company's ability to commence operations is contingent upon its
      ability to identify a prospective target business and raise the capital it
      will require through the issuance of equity securities, debt securities,
      bank borrowings or a combination thereof.

      Use of Estimates

      The preparation of the 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
      disclosure of contingent assets and liabilities at the date of the
      financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.


<PAGE>


MILLENNIUM CAPITAL HOLDINGS INC.
(A Development Stage Company)

Notes to Interim Financial Statements

March 31, 2004

(Unaudited)                                                               Page 6
================================================================================

1.    Summary of significant accounting policies (continued)

      Cash and Cash Equivalents

      For purposes of reporting the statement of cash flows, cash and cash
      equivalents include highly liquid investments with maturity of three
      months or less at the time of purchase.

      Earnings (loss) Per Share

      Earnings (loss) per share of common stock is computed by dividing the net
      loss by the weighted average number of common shares outstanding during
      the year. Fully diluted earnings per share are not presented because they
      are anti-dilutive.

      Income Taxes

      The Company accounts for income taxes under the Statement of Financial
      Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS 109").
      Under SFAS 109, deferred tax assets and liabilities are recognized for the
      future tax consequences attributable to differences between the financial
      statement carrying amounts of existing assets and liabilities and their
      respective tax basis. Deferred tax assets and liabilities are measured
      using enacted tax rates expected to apply to taxable income in the years
      in which those temporary differences are expected to be recovered or
      settled. The effect on deferred tax assets and liabilities of a change in
      tax rates is recognized in income in the period that includes the
      enactment date. There were no current or deferred income tax expense or
      benefits due to the fact that the Company did not have any material
      operations for the period from June 2, 2000 (inception) through March 31,
      2004.

2.    Stockholders' equity

      Authorized

      The Company is authorized to issue 20,000,000 shares of preferred stock at
      $0.0001 par value, with such designations, voting and other rights and
      preferences as may be determined from time to time by the Board of
      Directors. The Company did not issue any shares of its preferred stock as
      of December 31,2003.

      The Company is authorized to issue 100,000,000 shares of common stock at
      $0.0001 par value and the Company issued 5,000,000 shares of its common
      stock on June 2, 2000, pursuant to Rule 506 for an aggregate consideration
      of $ 500 in services. Additionally, the company issued 1,000,000 shares on
      April 9, 2002 valued at $0.10 each, for an aggregate consideration of
      $100,000 in settlement of consultancy and administrative services and a
      further 850,000 shares valued at $0.05 were issued for cash in January
      2003.

      There are no warrants or options outstanding to issue any additional
      shares of common stock.


<PAGE>


Forward-Looking Statements

The following discussion contains, in addition to historical information,
forward-looking statements regarding Non-Invasive Monitoring Systems, Inc. (the
"Company" or "NIMS"), that involve risks and uncertainties. The Company's actual
results could differ materially. For this purpose, any statements contained in
this Report that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may," "will," "expect," "believe," "anticipate," "intend,"
"could," "estimate," or "continue" or the negative or other variations thereof
or comparable terminology are intended to identify forward-looking statements.
Factors that could cause or contribute to such difference include, but not
limited to, history of operating losses and accumulated deficit; possible need
for additional financing; competition; dependence on management; risks related
to proprietary rights; government regulation; and other factors discussed in
this report and the Company's other filings with the Securities and Exchange
Commission.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.



DESCRIPTION OF BUSINESS

General Description and Development of Business

Unless otherwise noted, all dollar references are in U.S. Dollars.

On June 2, 2000, Millennium Capital Venture Holdings Inc. was incorporated under
the laws of the State of Delaware. On June 26, 2001, the sole shareholder of
Millennium sold its shares to Bruno Desmarais, who thus became the sole
shareholder, officer and director of Millennium. Mr. Desmarais commenced looking
for an acquisition candidate for Millennium.

On February 4, 2005, Mr. Andre St-Arnaud, Mr. Nil Lapointe, Mr. Mario Drolet and
Mr. Bruno Desmarais resigned as Directors and Officers of Millennium Capital
Venture Holdings Inc.

Mr. Francis Mailhot has been nominated and appointed as a Director and as
President and CEO of Millennium Capital Venture Holdings Inc.

Millennium's principal executive office is currently located at 1 Place
Ville-Marie Suite 2821 Montreal, Quebec H3B 4R4, Canada. H2M 1T8. The telephone
number is 514-448-6710.


General Business Plan

Millennium was formed to seek, investigate and, if such investigation
warranted, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation.


<PAGE>

On March 24, 2003, Millennium acquired all of the issued and outstanding shares
of Mada Multimedia Inc., a Quebec corporation ("Mada"). Mada is in the business
of designing, producing and marketing multimedia applications in the financial
education sector. Mada also offers training courses and simulations in the stock
trading sector. In connection with the acquisition, Millennium's largest
shareholder, and its President and member of the Board of Directors, Mr. Bruno
Desmarais, granted Mada's sole shareholder, Mario Drolet, an option to purchase
2,000,000 shares of Millennium owned by Mr. Desmarais for $350,000. Pursuant to
the Share Purchase Agreement, Mr. Drolet may appoint two individuals to
Millennium's Board of Directors. As of the date of this filing, Mr. Drolet has
not made either of such appointments. Millennium purchased Mada for $1,000.

Millennium conducted a private placement of common stock during the first
quarter of 2003 in which a total of $42,500 was raised from the sale of 850,000
shares. The funds from this offering were used for ongoing operations of
Millennium

Millennium's business operations were currently conducted through its
wholly-owned subsidiary, Mada. Millennium was specifically formed for the
purpose of acquiring and holding an operating company.

Millennium is still acquiring and holding an operating company.

Employees

Millennium has no full-time or part-time employees.

The following discussion should be read in conjunction with the information
contained in the unaudited financial statements of the Company and the Notes
thereto appearing elsewhere herein.

Results of Operations - June 2, 2000 (Inception) through March 31, 2004. The
Company had entered into an agreement with DotCom Internet Ventures Ltd., who
was at that time a shareholder of the Company, to supervise the search for
target companies as potential candidates for a business combination. The
agreement was to continue until such time as the Company had effected a business
combination. DotCom Internet Ventures Ltd. had agreed to pay all expenses of the
Company until such time as a business combination was effected, without
repayment. William Tay, the sole officer and director of the Company and the
sole officer and director of DotCom Internet Ventures Ltd., resigned on June 26,
2001. At that time the Company was in negotiation to acquire a target company,
Hub Corporation. Mr. Bruno Desmarais, who was appointed as sole officer and
director of the Company on June 27, 2001 was negotiating the transaction with
Hub. Mr. Tay sold his share position to Mr. Desmarais and the contract with
DotCom International Ventures Ltd. was cancelled. The Company was unable to
conclude a transaction with Hub Corporation and continued the review potential
candidates for a business combination. Subsequent to the year ended 2002, the
Company has negotiated a business combination with Mada Multimedia Inc.

The Company is considered to be in the development stage as defined in Statement
of Financial Accounting Standards No. 7. There have been no operations since
incorporation.

The Company has 6,850,000 shares of its Common Stock outstanding. The Company
has no operating history and no material assets. As at March 31, 2004, the
Company had $-0- in cash and $-0 as at December 31, 2003.


Plan of Operation.

The following plan of operation for the company covers the twelve (12) month
period commencing from the date of this quarterly report.


<PAGE>

As of August 2001, Mr. Desmarais, who at the time was the Company's sole
officer and director and who is as of the date of the filing of this amended
report the Company's largest shareholder, agreed to lend the Company funds that
may be necessary for its operations during the next twelve (12) month period. It
is expected that such requirements will not exceed $50,000. The Company has no
other sources of financing or means of meeting its cash requirements.

The Company has no intention of conducting product research and development,
purchasing any plant or significant equipment or making any significant changes
in the number of employees during the next twelve (12) month period. If the
Company is successful in achieving its financing plans for its newly acquired
subsidiary, Mada Multimedia Inc., the Company would anticipate that up to 2
employees will be hired to assist in the operations of Mada Multimedia. As of
the date of this quarterly report, there is no basis to believe that such
financing will be achieved at any time.

Off-Balance Sheet Arrangements.

The Company, as of the original date of this report and as of the date that
this report is filed with the SEC, has no off-balance sheet arrangements.


<PAGE>

ITEM 3.   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      (a) Evaluation of disclosure controls and procedures. Our chief executive
officer and principal financial officer, after evaluating the effectiveness of
the Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of a date (the
"Evaluation Date") within 90 days before the filing date of this quarterly
report, has concluded that as of the Evaluation Date, our disclosure controls
and procedures were adequate and designed to ensure that material information
relating to our consolidated subsidiaries and us would be made known to him by
others within those entities.

      (b) Changes in internal controls. There were no significant changes in our
internal controls or to our knowledge, in other factors that could significantly
affect our disclosure controls and procedures subsequent to the Evaluation Date.


<PAGE>

                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings
         Not applicable

Item 2.  Changes in Securities
         Not applicable

Item 3.  Defaults Upon Senior Securities
         Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders
         None.

Item 5.  Other Information
         Not applicable

Item 6.  Exhibits and Reports on Form 8-K

      A. Exhibits:

            31.1  Certification  of Chief Executive  Officer Pursuant to Section
                  302 of the Sarbanes-Oxley Act.

            31.2  Certification  of Principal  Financial and Accounting  Officer
                  Pursuant to Section 302 of the Sarbanes-Oxley Act.

            32.1  Certification  of Chief Executive  Officer Pursuant to Section
                  906 of the Sarbanes-Oxley Act.

            32.2  Certification  of Principal  Financial and Accounting  Officer
                  Pursuant to Section 906 of the Sarbanes-Oxley Act.


      B. Reports on Form 8-K

         None.

<PAGE>
                                   SIGNATURES


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


 MILLENNIUM CAPITAL VENTURE HOLDINGS, INC.




     DATE: March 16, 2005                  /s/ Francis Mailhot
                                           ------------------------
                                           Francis Mailhot
                                           President, CEO and Chairman


     DATE: March 16, 2005                  /s/ Francis Mailhot
                                           ------------------------
                                           Francis Mailhot
                                           Chief Accounting Officer




In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated:


Signature                  Title                                Date

/s/ Francis Mailhot        President, Chief Executive           March 16, 2005
---------------------      Officer, Treasurer and Member
Francis Mailhot

/s/ Francis Mailhot        Chief Accounting Officer             March 16, 2005
---------------------
Francis Mailhot