U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-QSBAMENDMENT N0. 1

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: 	MARCH 31, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 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.(Exact name of small business issuer as specified in its charter)

|DELAWARE                        |  |  | 23-3048444         
|------------------------------- |  |  | -------------------
|(State or other jurisdiction of |  |  | (IRS Employer      
|incorporation or organization)  |  |  | Identification No.)

9348 Basile Routhier, Montreal, Quebec, Canada. H2M 1T8(Address of principal executive offices)

(514) 258 6441(Issuer's telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 _X_ No __

State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date:

6,850,000 shares of common stock, $0.0001 par value, as of May 11, 2003

Transitional Small Business Disclosure Format (check one): Yes___ No _X_



PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three month periods ended March 31, 2003 and 2002 and June 2, 2000 (Inception) to March 31, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB filed on April 15, 2003.





|                                                     | Page      
|---------------------------------------------------- | ----------
|Unaudited Consolidated Financial Statements          |           
|Balance Sheets                                       | F-1       
|Statements of Operations                             | F-2       
|Statements of Cash Flows                             | F-3       
|Statements of Stockholders' Equity                   | F-4       
|Notes to Unaudited Consolidated Financial Statements | F-5 to F-7

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|MILLENNIUM CAPITAL VENTURE HOLDINGS INC.(A Development Stage Company)CONSOLIDATED BALANCE SHEET                                 
|--------------------------------------------------------------------------------------------------------------------------------
|ASSETS                                                                                                                          
|Current assets                                                                                                                  
|Cash                                                                                                                            
|Accounts Receivable                                                                                                             
|Loans receivable                                                                                                                
|                                                                                                                                
|Total Current Assets                                                                                                            
|                                                                                                                                
|Goodwill on acquisition                                                                                                         
|Development costs                                                                                                               
|                                                                                                                                
|Property and equipment                                                                                                          
|Office equipment                                                                                                                
|                                                                                                                                
|Total assets                                                                                                                    
|                                                                                                                                
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                            
|                                                                                                                                
|Current liabilities                                                                                                             
|Bank                                                                                                                            
|Accounts payable                                                                                                                
|Acquisition cost payable                                                                                                        
|Shareholder's loan                                                                                                              
|Accrued income taxes                                                                                                            
|Current portion of long term debt                                                                                               
|                                                                                                                                
|Total current liabilities                                                                                                       
|                                                                                                                                
|Total liabilities                                                                                                               
|                                                                                                                                
|Stockholders' equity                                                                                                            
|Preferred Stock, $0.0001 par value, 20,000,000 shares authorized, none issued and outstanding.                                  
|Common Stock, $0.0001 par value, 100,000,000 shares authorized, 6,850,000 and 6,000,000 issued and outstanding for 2003 and 2002
|                                                                                                                                
|Accumulated Deficit                                                                                                             
|                                                                                                                                
|Total stockholders' equity                                                                                                      
|                                                                                                                                
|Total liabilities and stockholders' equity                                                                                      
|                                                                                                                                
|                                                                                                                                
|                                                                                                                                

See notes to unaudited financial statements.

F-1



|MILLENNIUM CAPITAL VENTURE HOLDINGS INC.(A Development Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONSUnaudited
|-------------------------------------------------------------------------------------------------------------------
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|Income                                                                                                             
|                                                                                                                   
|Expenses                                                                                                           
|                                                                                                                   
|Legal and accounting                                                                                               
|Consultancy fees                                                                                                   
|Organization expenses                                                                                              
|Administrative expenses                                                                                            
|                                                                                                                   
|Total Expenses                                                                                                     
|                                                                                                                   
|Provision for income taxes                                                                                         
|                                                                                                                   
|Net Loss                                                                                                           
|                                                                                                                   
|Net Income (Loss) per Common Share                                                                                 
|                                                                                                                   
|Weighted Average Number of Common Shares Used in Calculation                                                       

See notes to unaudited financial statements.

F-2

|MILLENNIUM CAPITAL VENTURE HOLDINGS INC.(A Development Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWSUnaudited
|-------------------------------------------------------------------------------------------------------------------
|                                                                                                                   
|Cash from operating activities:                                                                                    
|Net (loss) from continuing operations                                                                              
|Issue of common stock for service                                                                                  
|Accrued franchise tax                                                                                              
|Changes in operating assets and liabilities:                                                                       
|Accounts payable                                                                                                   
|Acquisition cost payable                                                                                           
|Net cash flows from operating activities                                                                           
|                                                                                                                   
|Cash from investing activities:                                                                                    
|                                                                                                                   
|Cash from financing activities:                                                                                    
|Issue of stock                                                                                                     
|Shareholder's loan                                                                                                 
|Acquisition of subsidiary (Note 2)                                                                                 
|                                                                                                                   
|                                                                                                                   
|Net change in cash and cash equivalents                                                                            
|Cash at beginning of period                                                                                        
|Cash at end of period                                                                                              
|                                                                                                                   

See notes to unaudited financial statements.

F-3

|MILLENNIUM CAPITAL VENTURE HOLDINGS INC.(A Development Stage Company)CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITYUnaudited
|----------------------------------------------------------------------------------------------------------------------------
|                                                                                                                            
|                                                                                                                            
|At June 2, 2000                                                                                                             
|                                                                                                                            
|Net loss for the year 2000                                                                                                  
|Balance, December 31, 2000                                                                                                  
|                                                                                                                            
|Net loss for the year 2001                                                                                                  
|                                                                                                                            
|Balance, December 31, 2001                                                                                                  
|                                                                                                                            
|Issue of stock for services                                                                                                 
|                                                                                                                            
|Net loss for the year 2002                                                                                                  
|                                                                                                                            
|Balance, December 31, 2002                                                                                                  
|                                                                                                                            
|Issue of stock                                                                                                              
|                                                                                                                            
|Net loss                                                                                                                    
|                                                                                                                            
|Balance March 31, 2003                                                                                                      

See notes to unaudited financial statements.

F-4

MILLENNIUM CAPITAL VENTURE HOLDINGS INC.

(A Development Stage Company)Notes to Consolidated Financial StatementsThree Month Period ended March 31,2003Unaudited

Note 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.

At present, Millennium's only asset is the ownership of an operating subsidiary, Mada Multimedia Inc., a private Quebec corporation ("Mada"). On March 24, 2003, Millennium acquired all of the issued and outstanding shares of Mada, which specializes in the conception, production and marketing of multimedia applications in the financial education sector. The outstanding shares of Mada Multimedia were acquired from its founder and sole shareholder, Mr. Mario Drolet, who is the President of Mada. Millennium's current operations are limited to the ownership and management of Mada.

F-5

Note 1 - Summary of Significant Accounting Policies - Continued

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.

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.

(Loss) Per Share

(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, 2003.

Note 2. Business Combination

Effective March 24, 2003, the Company acquired all of the issued and outstanding common shares of MADA Multimedia Inc., a private company, for cash consideration of $1,000. Net assets acquired were:

Working capital				$ 9,834

Development costs 			 34,351

Goodwill				 5,754

Office equipment	 			 177

Bank loan				 (49,116)

Cash consideration paid			$ 1,000

Note 3. Stockholders' Equity

A. Preferred Stock

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 March 31, 2003.

F-6

B. Common Stock

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 to DotCom Internet Ventures Ltd one June 2, 2000, pursuant to Rule 506 for an aggregate consideration of $ 500 in services. These shares were subsequently transferred on June 26, 2001 to Mr. Desmarais. Additionally, the company issued 1,000,000 shares on April 9, 2002 valued at $0.10 each, with a total value 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.

C. Warrant and Options

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

F-7

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

GENERAL

The following should be read in conjunction with the information contained in the financial statements of Millennium Capital Venture Holdings, Inc. (the "Company") and the notes thereto appearing elsewhere herein.

CHANGES IN FINANCIAL CONDITION

Due to the Company's acquisition of Mada Multimedia Inc., a Quebec Corporation, ("Mada") on March 28, 2003, the financial condition of the Company has changed significantly. As of December 31, 2002, the Company had no assets. As a result of the acquisition of Mada, the Company has total assets of $103,178. The increase in the Company's assets is due to the cash and cash equivalents, accounts receivable, loan receivable, goodwill and development costs of Mada.

Balance Sheet Data:

|                           |   | March 31, 2003 |   | December 31, 2002
|-------------------------- | - | -------------- | - | -----------------
|Cash and cash equivalents  | $ | 30,642         | $ | ---              
|Account receivable         | $ | 4,717          | $ | ---              
|Loan receivable            | $ | 28,096         | $ | ---              
|Goodwill                   | $ | 5,754          | $ | ---              
|Development costs          | $ | 34,351         | $ | ---              
|Total assets               | $ | 103,178        | $ | ---              
|Total stockholders' equity | $ | 5,473          | $ | (20,984)         
|                           |   |                |   |                  

RESULTS OF OPERATIONS

The Company acquired all of the issued and outstanding shares of Mada on March 24, 2003. 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. Mada is currently projecting it will achieve sales of its product, "Market Mania" in Canada, the United States and Europe within twelve (12) months from obtaining financing of $50,000. This financing is needed to develop the Market Maniaproduct, to run on Windows © XP & NT operating systems, to update the library with new simulation games and release the product in a conventional distribution system., Millennium's business operations are currently conducted through Mada. Due to the fact that Millennium had no business operations prior to the acquisition of Mada, a detailed comparison of results of operations for the first quarter of 2003 to the same period during 2002 is not considered to be beneficial to the reader and thus are not provided herein.

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SUMMARY FINANCIAL DATA

Statement of Operations Data:

|                                           |   | THREE MONTH PERIOD ENDED MARCH 31, 2003 |   | THREE MONTH PERIOD ENDED MARCH 31, 2002
|------------------------------------------ | - | --------------------------------------- | - | ---------------------------------------
|Net Sales                                  | $ | ---                                     | $ | ---                                    
|Loss from operations                       | $ | (16,043)                                | $ | (5,525)                                
|Net Income (loss)                          | $ | (16,043)                                | $ | (5,525)                                
|Net Income (loss) per common share         | $ | (0.002)                                 | $ | (0.0011)                               
|Weighted average common shares outstanding |   | 6,689,444                               |   | 5,000,000                              

General Operating Expenses

|                        |   | THREE MONTH PERIOD ENDED MARCH 31, 2003 |   | THREE MONTH PERIOD ENDED MARCH 31, 2002
|----------------------- | - | --------------------------------------- | - | ---------------------------------------
|Legal fees              | $ | 794                                     | $ | 5,525                                  
|Consulting fees         | $ | 3,691                                   | $ | ---                                    
|Administrative expenses | $ | 11,558                                  | $ | ---                                    
|TOTAL                   | $ | 16,053                                  | $ | 5,525                                  

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2003 we had cash of $30,642 and working capital of $14,307, compared to no cash and no current assets and a working capital deficit of ($20,984) at December 31, 2002. Funds used in operations for the first three months of 2003 were $12,140, compared to funds used in operations of $5,525 for the first three months of 2002. Since inception, we have financed operations primarily through sales of equity securities and shareholder loans and have raised a total of $49,855, with $42,845 raised for the three month period ended March 31, 2003.

We anticipate that we will be required to raise additional funds to finance our current plan of growth and existing operations through the next twelve months. Our principal source of capital has been equity financing from investors and our founders. Meeting our future financing requirements is dependent on access to equity and debt capital markets. We may not be able to raise additional equity when required or on favorable terms that are not dilutive to existing shareholders or obtain loans that have terms and conditions that the Company can perform under.

FINANCING ACTIVITIES

In January 2003, the Company conducted a private placement of its securities under Rule 506 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933. From this private placement, the Company sold 850,000 shares of common stock and realized total proceeds of $42,500 from such sales. The Company used these funds for ongoing needs for accounting services, legal representation and auditing.

REPORT OF MANAGEMENT'S RESPONSIBILITY

The Company's sole executive officer, Mr. Bruno Desmarais, who serves as the Company's principal executive officer and principal accounting officer, has implemented the Company's disclosure controls and procedures to ensure that material information relating to the Company is made known to Mr. Desmarais. Mr. Desmarais has evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date (the "Evaluation Date") of this quarterly report.

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Based on such evaluation, Mr. Desmarais has concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in alerting him on a timely basis to material information relating to the Company that is required to be included in our reports filed or submitted under the Securities Exchange Act of 1934. Moreover, there were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of such recent evaluation.

Prior to the filing date of this quarterly report, the Company had not adopted a complete set of written policies, controls and procedures. The Company felt that this was not necessary in light of the fact that its operations have been limited to locating an acquisition candidate. The Company is now developing such written document and expects that in the process of such undertaking it will discover internal control policies and practices that the Company should implement and follow that are not part of its current practice.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the "Reform Act'), the company is hereby providing cautionary statements identifying important factors that could cause the company's actual results to differ materially from those projected in forward looking statements (as such term is defined in the Reform Act) made by or on behalf of the company herein or orally, whether in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as, "are expected to", "is anticipated", "estimated", "projection", and "outlook') are not historical facts and may be forward looking and, accordingly, such statements involve estimates, assumptions, and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. Such uncertainties include, among other, the following: (i) the company's ability to obtain additional financing to implement its business strategy; (ii) the financial condition of the company's clients; (iii) imposition of new regulatory requirements affecting the company; (iv) a downturn in general economic conditions; (v) the delay or failure to properly manage growth and successfully integrate acquired companies and operations; (vi) lack of geographical diversification; and (vii) other factors which are described in further detail in the company's filings with the Securities and Exchange Commission.

The Company cautions that actual results or outcomes could differ materially from those expressed in any forward-looking statements made by or on behalf of the company. Any forward-looking statement speaks only as of the date on which such statement is made, and the company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of such factors. Further, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not Applicable.

ITEM 2. CHANGES IN SECURITIES

5

In January 2003, in order to raise capital for the Company's ongoing needs for accounting services, legal representation and auditing, the Company conducted a private placement of its securities. Under such offering, the Company sold 850,000 shares of common stock and realized total proceeds of $42,500 from such sales. The shares were sold to family members, business associates, close friends of the Company's officers and directors. The shares were issued pursuant to exemptions provided by Section 4(2) of the Securities Act and Regulations D and S promulgated by the Securities and Exchange Commission thereunder. No commissions or finders fees were paid by the Company in connection with the sale of these shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

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

Not Applicable

ITEM 5. OTHER INFORMATION

Not Applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

None.

(b) Reports on Form 8-K

The Company filed a Current Report on Form 8-K dated March 24, 2003, reporting the acquisition of all the issued and outstanding shares of Mada Multimedia Inc. under Item 2 of such report and also a change of its independent auditors under Item 4 of such report.

SIGNATURES

In accordance with the requirements 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: December 19, 2003



By: /s/ Mario Drolet
Name: Mario Drolet
Title: President, Chief Executive Officer, Treasurer and Director.

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