|-------------------------|
                      UNITED STATES                  |       OMB               |
              SECURITIES AND EXCHANGE COMMISSION     |     APPROVAL            |
                  Washington, D.C. 20549             |OMB Number:3235-0416     |
                                                     |Expires:  May 31, 2000   |
                      FORM 10-QSB                    |Estimated average burden |
                                                     |hours per response:9708.0|
(Mark One)                                           |-------------------------|
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                                 For the quarterly period ended January 31, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
                             For the transition period from_________ to ________

                                                     Commission File No. 0-10841

                     American Millennium Corporation, Inc.
        ----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

           New Mexico                                  85-0273340
-------------------------------          ------------------------------------
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)            Identification No.)

                 1010 Tenth Street, Suite 100, Golden, CO 80401
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (303) 279-2002
                          ---------------------------
                          (Issuer's telephone number)


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

Check whether the issuer (1) has 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 [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:20,543,473 as of March 1,2000,


Transitional Small Business disclosure Format (check one): Yes [ ]  No [X]

AMERICAN MILLENNIUM CORPORATION, INC.
FORM 10-QSB
INDEX
                                                                            PAGE
Part I-Financial Information
Item 1-Financial Statements (unaudited)
       Balance Sheet - January 31, 2000 (unaudited) .........................  ?
       Statements of Operations  - Six Months
        Ended January 31, 2000 and 1999 (unaudited) .........................  ?
       Statements of Cash Flows - Six Months ended
        January 31, 2000 and 1999 (unaudited) ...............................  ?
       Notes to Financial Statements ........................................  ?

Item 2-Management's Discussion and Analysis or Plan of Operation  ...........  ?
Part II-Other Information
Item 6 -Exhibits and reports on Form 8-K ...................................   ?


-----------------------------------------------------------------------------
                         PART I - FINANCIAL INFORMATION
-----------------------------------------------------------------------------

Item 1.  Financial Statements

AMERICAN MILLENNIUM CORPORATION, INC.
BALANCE SHEET (Unaudited)
January 31, 2000

ASSETS

CURRENT ASSETS

  Cash and cash equivalents ...................................    $     52,961
  Accounts receivable, less allowance of $640 .................          31,076
  Inventory ...................................................           6,346
  Prepaid expenses ............................................           6,250
                                                                   ------------
    TOTAL CURRENT ASSETS ......................................          96,633
                                                                   ------------
PROPERTY AND EQUIPMENT, NET ...................................          45,468
                                                                   ------------
OTHER ASSETS

  Available-for-sale equity security ..........................          14,390
  Security deposits ...........................................           2,900
                                                                   ------------
    TOTAL OTHER ASSETS ........................................          17,290
                                                                   ------------
TOTAL ASSETS ..................................................    $    159,391
                                                                   ============


LIABILITIES AND DEFICIENCY IN ASSETS

CURRENT LIABILITIES

  Accounts payable ............................................    $    221,552
  Accrued payroll and related taxes ...........................         289,073
  Accrued expenses and other liabilities ......................         323,830
  Notes payable to officers, 6% annual interest ...............          63,486
  Notes payable to related parties, 6% interest ...............          68,285
  Notes payable to shareholders ...............................          12,000
  Notes payable...............................................          136,500
  Advances from officers ......................................          33,165
                                                                   ------------
    TOTAL CURRENT LIABILITIES .................................       1,147,891
                                                                   ------------
COMMITMENTS AND CONTINGENCIES (NOTE 6)

DEFICIENCY IN ASSETS

Preferred stock, 10,000,000 shares authorized; none issued ....            -
Common stock, $.001 par value, 60,000,000 shares authorized;
  19,640,922 shares issued and outstanding ....................          17,794
Additional paid-in capital ....................................      11,427,080
Accumulated deficit ...........................................     (12,444,726)
Accumulated other comprehensive income ........................          11,350
                                                                   ------------
    TOTAL DEFICIENCY IN ASSETS ................................        (988,500)
                                                                   ------------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS ....................    $    159,391
                                                                   ============
See accompanying notes.

AMERICAN MILLENNIUM CORPORATION, INC
STATEMENTS OF OPERATIONS (Unaudited)

                                                     For the Six Months Ended
                                                              January 31,
                                                          2000            1999
                                                   ------------    ------------
REVENUES .......................................   $     45,970    $     85,594

COST OF REVENUES ...............................         43,769          13,475
                                                   ------------    ------------
GROSS PROFIT ...................................          2,201          72,119
                                                   ------------    ------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Consulting - officers and directors ............        258,648         273,831
Depreciation...........................                   4,600           6,848
Professional..................................           41,863          89,142
  Salaries .....................................           --            15,220
  Travel .......................................         17,824             --
  Other ........................................        209,583          76,201
                                                   ------------    ------------
    TOTAL SELLING, GENERAL AND
      ADMINISTRATIVE EXPENSES ..................        532,518         461,242
                                                   ------------    ------------

OTHER INCOME ...................................           --             --
                                                   ------------    ------------

LOSS FROM OPERATIONS BEFORE INCOME TAXES .......       (530,317)       (389,123)

INCOME TAXES ...................................           --              --
                                                   ------------    ------------

NET LOSS .......................................       (530,317)       (389,123)
                                                   ============    ============

BASIC AND DILUTED NET LOSS PER COMMON SHARE ....         (0.034)          (0.03)
                                                   ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING (BASIC AND DILUTED) .......     15,580,132      15,087,010
                                                   ============    ============
See accompanying notes.

AMERICAN MILLENNIUM CORPORATION, INC
STATEMENTS OF CASH FLOWS (Unaudited)
                                                     For the Six Months Ended
                                                              January 31,
                                                           2000          1999
                                                     ------------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net (loss) .......................................    $(530,316)    $(389,123)
  Adjustments to reconcile net (loss) to
   net cash used provided by
   operating activities:
    Depreciation ...................................        5,600         6,848
    Common stock exchanged for services ............       33,000          --

  (Increase) decrease in assets:
    Accounts receivable ............................      (10,711)         --
    Inventory ......................................         (371)         --
    Prepaid expenses ...............................       (6,250)         --
    Other Assets      ..............................       (1,649)         --

  Increase (decrease) in liabilities:
    Accounts payable ...............................       56,302      (28,317)
    Accrued payroll and related taxes ..............      199,165          --
    Accrued expenses and other liabilities .........        2,162       116,963
    Net current liabilities of discontinued operations       --         113,229
                                                        ---------     ---------
      NET CASH USED BY OPERATING ACTIVITIES ........     (253,068)     (297,363)
                                                        ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Disbursements
  Acquisition of property and equipment ............         --          (3,000)
                                                        ---------     ---------
    DISBURSEMENTS FROM INVESTING ACTIVITIES ........         --          (3,000)
                                                        ---------     ---------
       NET CASH USED BY INVESTING ACTIVITIES .......         --          (3,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Receipts
  Proceeds from loan activities      ...............      127,500          --
  Proceeds from others                     .........         --           8,000
  Proceeds from sale of common stock ...............      194,902       292,490
  Proceeds from related parties, net................        8,400          --
                                                        ---------     ---------
   RECEIPTS FROM FINANCING ACTIVITIES ..............      330,802       300,490
 Disbursements
  Advances to officers                  ............      (31,734)         --
                                                        ---------     ---------
   DISBURSEMENTS FROM FINANCING ACTIVITIES .........      (31,734)         --
                                                        ---------     ---------
       NET CASH PROVIDED BY FINANCING ACTIVITIES ...      299,068       300,490
                                                        ---------     ---------
NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS .................................       46,001           127

CASH AND CASH EQUIVALENTS - BEGINNING ..............        6,961        16,847
                                                        ---------     ---------
CASH AND CASH EQUIVALENTS - ENDING .................    $  52,962     $  16,974
                                                        =========     =========
SUPPLEMENTAL DISCLOSURES:

 Interest paid .....................................    $    --       $    --
 Income taxes paid .................................    $    --       $    --

 Common stock issued in payment of prepaid
 interest on note payable ..........................    $   6,250     $    --

 See accompanying notes.

NOTE 1.  GENERAL BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying unaudited financial statements of the Company have been
prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the
Securities and Exchange Commission and do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the Company has made all
adjustments necessary for a fair presentation of the results of the interim
periods, and such adjustments consist of only normal recurring adjustments. The
results of operations for such interim periods are not necessarily indicative of
results of operations for a full year.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

NOTE 2.  RECLASSIFICATIONS AND RESTATEMENTS

Amounts in the prior year financial statements have been reclassified for
comparative purposes to conform with the presentation of the current year
financial statements. Additionally, retroactive effect has been given to the
merger for purposes of comparative financial statement presentation.

NOTE 3. RELATED PARTY TRANSACTIONS

On January 12, 2000 the Company  authorized  the  issuance of shares of its
restricted  common stock to the  following  individuals  in the amounts  listed:
Bruce R. Bacon  750,000  shares;  Renee C. Riegler  125,000  shares,  Shirley H.
Harmon 37,500 shares; and Phyllis Watwood 287,500 shares; then rendered null and
void the January 26, 1999 Employee  Incentive  Plan,  and no further  restricted
common stock of the Company will be issued under the provisions of said Plan. On
January 12, 2000 the Company  authorized  the issuance of 900,000  shares of its
restricted stock to Andrew F. Cauthen, and upon the issuance of those shares, no
further stock and/or  options for the  company's  common stock will be issued to
Andrew F. Cauthen under the Employment Contract as approved on August 13, 1999.

NOTE 4.  COMMON STOCK

Other Stock Issuance

On September 10, 1999,the Company accepted an investment memorandum prepared by
Jack Augsback & Company for a private offering to be made in accordance with
the exemption from registration under Regulation D, Rule 506 of the Securities
Act of 1933.

On October 21, 1999, the Board of Directors authorized the issuance
of 350,000 shares of restricted common stock to five investors pursuant to this
offering. The Company received net proceeds of $79,510 from the sale of these
shares after issuance costs of $20,490.

On February 1, 2000, the Board of Directors authorized the issuance
of 100,000 shares of restricted common stock to one investor pursuant to this
offering. The Company received net proceeds of $22,220 from the sale of these
shares after issuance costs of $2,780.

On February 14, 2000, the Board of Directors authorized the issuance
of 500,000 shares of restricted common stock to two investors pursuant to this
offering. The Company received net proceeds of $100,922 from the sale of these
shares after issuance costs of $24,078.

On February 14, 2000, the Board of Directors authorized the issuance
of 868,001 shares of restricted common stock to eight investors pursuant to this
offering. The Company received net proceeds of $201,200 from the sale of these
shares after issuance costs of $15,800.

On February 25, 2000,  the Board of  Directors  authorized  the issuance of
553,000  shares of  restricted  common stock to six  investors  pursuant to this
offering.  The Company  received  net proceeds of  $112,325.25  from the sale of
these shares after issuance costs of $25,925.

Other Stock

On December 21, 1999 the Company  authorized  the  cancellation  of 150,000
shares of the common  stock of the company and  returned  to the  treasury.  The
shares were issued in February  1999 for  professional  services to be rendered,
and it was determined that those services were not adequately provided,  and the
Company  and the service  provider  reached an  agreement  for the return of the
stock.

On December 21, 1999 the Company proposed a settlement regarding restricted
shares of the  Company's  common  stock that were issued to two  individuals  in
August,  1997 as part of a Stock and Asset Purchase  Agreement.  Each individual
received  400,000  shares of  restricted  stock.  The  agreement  was amended in
October,  1997 to  reflect a lower  valuation  of the assets to be  acquired  in
exchange  for the stock  issued.  Accordingly,  it was  necessary  to reduce the
number of shares to which these two individuals  were entitled to 117,275 shares
each. Under the terms of the Settlement Stipulation, each individual will return
the  certificate  for 400,000  shares and each will be issued a certificate  for
117,275 unrestricted shares of common stock. The balance of 565,450 shares would
be canceled  and  returned to the  treasury.  On February 2, 2000 the  following
transactions  were  authorized  by the Company:  Each  individual  is to receive
117,275  shares of  unrestricted  common stock in exchange for the return to the
Company of their certificate for 400,000 shares of common stock, a difference of
282,725 each, for a total of 565,450 returned to the treasury.

NOTE 5.  OPERATING AND ECONOMIC CONDITIONS

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. However, conditions have limited the ability of the
Company to market its products and services at amounts sufficient to recover its
operating and administrative costs. The Company has incurred operating losses of
$530,317 and $389,123 for the periods ending January 31, 2000 and 1999,
respectively. In addition, the Company has used substantial working capital in
its operations. As of January 31,2000, current liabilities exceed current
assets by $988,500.

Sales are expected to fund day-to-day operations and marketing activities
related to digital, wireless and wireline communications endeavors. Additional
capital is being raised by further issuance of the Company's common stock
through the private offering of stock under Regulation D, Rule 506.

The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts or
classifications of liabilities that might be necessary in the event the Company
cannot continue in existence.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Rents and Leases

The Company moved its executive offices to Golden, Colorado in December 1999.
Under the terms of a lease agreement dated December 8, 1999, between the Company
and Sucia Corporation, LLC, the Company is to occupy the Golden offices for a
term of 36 months beginning on the first day of December 1999 with a monthly
rent of $2,400.

On December 7, 1999, the Company announced that it is expanding its engineering
operations, which includes moving its present Denver office into a 2,417 square
foot office and engineering lab located in Golden, Colorado near Denver. The
Company  will  hire  or  outsource  new  positions   including   engineers,
technicians, and administrative personnel.

NOTE 7. SUBSEQUENT EVENTS

On February 25, 2000 the Company  accepted the resignation of Renee Riegler
as Corporate  Secretary  effective  February  29, 2000. A settlement  of accrued
compensation  and  expenses  was agreed by cash  payment of $17,500 plus 100,000
shares of the restricted common stock of the Company.

On February 25, 2000 the Company  appointed  Shirley Harmon to the position
of Corporate Secretary.

Item 2. Management's Discussion and Analysis or Plan of Operations

SAFE HARBOR STATEMENT

Certain statements in this Form 10-QSB, including information set forth
under Item 2 - Management's Discussion and Analysis or Plan of Operations
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 (the Act). American Millennium
Corporation, Inc. desires to avail itself of certain 'safe harbor' provisions of
the Act and is therefore including this special note to enable us to do so.
Forward-looking statements in this Form 10-QSB or hereafter included in other
publicly available documents filed with the Securities and Exchange Commission,
reports to our stockholders and other publicly available statements issued or
released by us involve known and unknown risks, uncertainties and other factors
which could cause our actual results, performance (financial or operating) or
achievements to differ from the future results, performance (financial or
operating) or achievements expressed or implied by such forward-looking
statements. Such future results are based upon management's best estimates based
upon current conditions and most recent results of operations.

Sales

During the six months ended January 31, 2000, sales decreased approximately
53% compared to the same period in 1999. The decline in sales is attributable to
the continued  focus on development  of specific  product  applications  for the
broadest  target  market.  The  objective is to develop new  products  that grow
revenue and earnings in markets in which they compete. The Company is completing
a  capitalization  which we  believe  will  allow  for an  increased  sales  and
marketing effort.

Cost of Sales

These costs  increased  approximately  325% in the  six-month  period ended
January 31, 2000, as compared to January 31, 1999.

Payroll, Payroll Taxes and Related Benefits

Payroll,  payroll taxes,  and related  benefits  declined in the six months
ended January 31, 2000, as compared to January 31, 1999. This is attributable to
the fact that the Company had two  employees  during the prior six months  ended
January 31, 1999.

General and Administrative

There was an  approximate  115%  increase  in other  selling,  general  and
administrative expenses compared to the six-month period a year ago. The general
and  administrative  costs increased due to the Company's  increase in staff and
operations.

Consulting and Professional

Consulting and  professional  fees decreased 46.96% from $89,142 to $41,863
for the six months ended January 31, 2000 and 1999, respectively.

Net Loss

The net loss was $530,317 or $.0340 per share as compared to  $389,123,  or
$.03 per share, for the six months ended January 31, 2000 and 1999 respectively.

Liquidity and Capital Resources

As a result of the net loss  incurred,  the  Company  has used  substantial
working capital in its operations.  As of January 31, 2000, current  liabilities
exceeded current assets by $988,500.

Conditions  have  existed to limit the ability of the Company to market its
products  and  services  at  amounts   sufficient   to  recover   operating  and
administrative costs.

The Company believes that a significant base of recurring  revenues derived
from monthly  satellite  and paging  monitoring  charges will  continue to build
value for the  shareholders.  The  Company's  principal  marketing  efforts  are
directed toward the oil and gas, intermodal container,  and railroad industries,
which have a need for monitoring of high value assets,  with the majority of the
effort being  directed  toward the oil and gas industry.  Marketing  efforts are
performed by the Company's  personnel and outside  sales service  providers.  In
addition,  the Company  will  continue  marketing  its  products and services at
industry  trade shows.  The Company  anticipates  that during 2000  revenues are
expected  to begin to accrue from the  enrollment  of  subscribers  based in its
various initiatives underway with oil and gas producers as well as manufacturers
of gas  compressors and control panels for those  compressors.  The Company will
continue to market its services to those  companies for deployment of its system
on a fleet basis in order to optimize upon  subscriber  enrollment.  The Company
currently has over 150 satellite subscriber communicators (the industry term for
transceivers) deployed in field operations. These units are currently monitoring
a variety of assets both domestically and abroad.

The  Company  further  believes  that it will  realize  revenues  from  its
initiatives  in other areas  including the monitoring of railcars and intermodal
containers.  Additionally,  the  Company  anticipates  other  sources of revenue
unrelated to its reseller  contract with ORBCOMM to begin as proprietary  paging
technology developed by the Company is deployed.  Also, the Company is presently
a  value-added  reseller for both  American  Mobile  Satellite  Corporation  and
Weblink  Wireless.  Currently,  the Company is enjoined to strict  covenants  of
non-disclosure  and   confidentiality   regarding  certain  uses  of  technology
developed by the Company. Nevertheless, the Company will make appropriate public
disclosures pertaining to the aforementioned  technologies when or if agreements
are reached with the parties involved.

-----------------------------------------------------------------------------
                           PART II - OTHER INFORMATION
-----------------------------------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

(27) Financial Data Schedule

(b)  Reports on Form 8-K - None

Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.



                                    AMERICAN MILLENNIUM CORPORATION, INC.
DATED: March 15, 2000             By: /s/  Andrew F. Cauthen
                                           Andrew F. Cauthen, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


DATED:  March 15, 2000             By: /s/ Andrew F. Cauthen
                                           Andrew F. Cauthen,  Director,
                                           Chief Executive Officer, President
                                          (Principal Executive Officer)

DATED: March 15, 2000             By: /s/  Bruce R. Bacon
                                           Bruce R. Bacon, Director,
                                           Vice President of Engineering,
                                           Chief Technology Officer

DATED: March 15, 2000             By: /s/  Shirley M. Harmon
                                           Shirley Harmon, Director,
                                           Secretary
                                          (Corporate Secretary)

DATED: March 15, 2000             By: /s/  James C. Statham
                                           James C. Statham, Director,
                                           Chief Operations Officer

DATED: March 15, 2000             By: /s/  Stephen F. Watwood
                                           Stephen F. Watwood, Director,
                                           Chairman of the Board, Vice
                                           President of Business Development

DATED: March 15, 2000             By: /s/  Thomas W. Roberts
                                           Thomas W. Roberts, Treasurer
                                          (Principal Financial Officer)