------------------------
                                 UNITED STATES               OMB APPROVAL
                     SECURITIES AND EXCHANGE COMMISSION ------------------------
                             Washington, D.C. 20549     OMB Number: 3235-0416
                                                        ------------------------
                                 FORM 10-QSB/A          Expires: April 30,2003
                                                        ------------------------
                                                        Estimated average burden
                                                        hours per response: 32.0
                                                        ------------------------
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                         For the quarterly period ended April 30, 2001

[ ] TRANSITION REPORT PURSUANT TO 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 incorporation (IRS Employer Identification No.)
or organization)

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

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


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] 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: 22,764,578 at May 29, 2001.

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



<PAGE>


AMERICAN MILLENNIUM CORPORATION, INC.
FORM 10-QSB/A

INDEX

                                                                            PAGE

PART I-FINANCIAL INFORMATION
Item 1-Financial Statements (Unaudited)
         Balance Sheet - April 30, 2001 (Unaudited)                           1
         Statements of Operations - Three and Nine
           months ended April 30, 2001 and 2000 (Unaudited)                   2
         Statements of Cash Flows - Nine Months
           ended April 30, 2001 and 2000 (Unaudited)                          4
         Notes to Financial Statements (Unaudited)                            5
Item 2-Management's Discussion and Analysis or Plan of Operation              6

PART II-OTHER INFORMATION
Item 1 -Legal Proceedings                                                     7
Item 2 -Changes in Securities                                                 7
Item 3 -Defaults Upon Senior Securities                                       7
Item 4 -Submission of matters to a Vote of Securities Holders                 7
Item 5 -Other Information                                                     8
Item 6 -Exhibits and reports on Form 8-K                                      8


<PAGE>


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

Item 1-Financial Statements (Unaudited)

The financial statements in response to this item are as follows:

AMERICAN MILLENNIUM CORPORATION, INC.
BALANCE SHEET (Unaudited)
-----------------------------------------------------------------------------
April 30, 2001
-----------------------------------------------------------------------------
                                     ASSETS

CURRENT ASSETS
  Cash and cash equivalents ..........................$    49,125
  Accounts receivable, less allowance for doubtful
    accounts of $ 5,503 ..............................     56,098
  Inventories ........................................     27,939
  Employee advances ..................................      3,000
  Prepaid expenses ...................................     30,115
  Current portion of non-compete agreement............      8,750
-----------------------------------------------------------------------------
TOTAL CURRENT ASSETS .................................    175,027
-----------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET ..........................    217,299
-----------------------------------------------------------------------------
OTHER ASSETS

  Long-term portion of non-compete agreement .........    138,542
  Available-for-sale equity security .................      3,040
  Deposits............................................     13,273
  Other ..............................................        760
  Deferred income tax asset, less valuation
    allowance of $3,385,497 ..........................        --
-----------------------------------------------------------------------------
TOTAL OTHER ASSETS ...................................    155,615
-----------------------------------------------------------------------------
TOTAL ASSETS .........................................$   547,941
=============================================================================

                      LIABILITIES AND DEFICIENCY IN ASSETS

CURRENT LIABILITIES
  Accounts payable ....................................$  309,166
  Accrued payroll and related taxes ...................    41,626
  Other accrued liabilities ...........................   102,590
  Current portion of capitalized lease obligations ....     4,544
  Notes payable to officers ...........................    30,092
  Notes payable to shareholder ........................   220,000
-----------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES .............................   708,018

  Long-term portion of capitalized lease obligations      16,713
  Interest payable on long-term liabilities               32,000
  Series 1 convertible notes                             775,000
-----------------------------------------------------------------------------
TOTAL LIABILITIES .................................... 1,531,731
-----------------------------------------------------------------------------

DEFICIENCY IN ASSETS
  Preferred stock, 10,000,000 shares authorized;
    none issued                                              --
  Common stock, $.001 par value, 60,000,000 shares
    authorized; 22,764,578 issued and outstanding ....     22,765
  Additional paid-in capital ......................... 15,569,914
  Accumulated deficit.................................(16,576,469)
  -----------------------------------------------------------------------------
TOTAL DEFICIENCY IN ASSETS ...........................   (983,790)
-----------------------------------------------------------------------------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS ...........$   547,941
=============================================================================
See accompanying notes.


<PAGE>


AMERICAN MILLENNIUM CORPORATION, INC.
STATEMENTS OF OPERATIONS                               (Unaudited)   (Restated)
-----------------------------------------------------------------------------
For the Three Months Ended April 30,                      2001        2000
------------------------------------------------------------------------------
REVENUES..............................................$    79,349 $    114,693
COST OF REVENUES .....................................     21 006       43,707
------------------------------------------------------------------------------
GROSS PROFIT..........................................     58,343       70,986
------------------------------------------------------------------------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
  Compensation to officers and directors .............    306,790      120,224
  Consulting - others ................................     48,124         --
  Professional .......................................     35,020       62,352
  Employee salaries ..................................    122,766       25,500
  Employee benefits and payroll taxes ................     38,820        6,885
  Travel .............................................     31,110       18,104
  Telephone and utilities ............................     10,261       13,317
  Depreciation and amortization ......................     37,645        4,681
  Small tools and equipment ..........................      1,250       17,340
  Other ..............................................     67,388       45,946
------------------------------------------------------------------------------
TOTAL SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ...    699,174      314,349
------------------------------------------------------------------------------
LOSS FROM OPERATIONS .................................   (640,831)    (243,363)
------------------------------------------------------------------------------
OTHER EXPENSES
  Interest expense ...................................    (31,802)    (29,646)
  Other miscellaneous expenses .......................     (1,466)        --
------------------------------------------------------------------------------
TOTAL OTHER EXPENSES  ................................    (33,268)    (29,646)
------------------------------------------------------------------------------
LOSS BEFORE INCOME TAXES .............................   (674,099)   (273,009)
INCOME TAXES .........................................        --          --
------------------------------------------------------------------------------
NET LOSS .............................................   (674,099)   (273,009)
==============================================================================
BASIC AND DILUTED NET LOSS PER COMMON SHARE ..........    $(0.031)     $(0.015)
==============================================================================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
  (BASIC AND DILUTED) ................................. 21,947,619  18,478,989
==============================================================================
See accompanying notes.
<PAGE>

AMERICAN MILLENNIUM CORPORATION, INC.
STATEMENTS OF OPERATIONS                               (Unaudited)   (Restated)
-----------------------------------------------------------------------------
For the Nine Months Ended April 30,                        2001        2000
------------------------------------------------------------------------------
REVENUES..............................................$   221,613 $    279,959
COST OF REVENUES .....................................    155,161      121,123
------------------------------------------------------------------------------
GROSS PROFIT..........................................     66,452      158,836
------------------------------------------------------------------------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
  Compensation to officers and directors .............    581,540      674,011
  Consulting - others ................................    256,810       49,771
  Professional .......................................    108,093       87,977
  Employee salaries ..................................    380,878       25,500
  Employee benefits and payroll taxes ................    128,196        6,885
  Travel .............................................     93,638       61,496
  Telephone and utilities ............................     34,208       25,144
  Depreciation and amortization ......................     90,160       11,000
  Office and equipment rental ........................     62,809       31,198
  Small tools and equipment ..........................      3,500       52,000
  Other ..............................................    112,077      201,560
------------------------------------------------------------------------------
TOTAL SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ...  1,851,909    1,226,542
------------------------------------------------------------------------------
LOSS FROM OPERATIONS ................................. (1,785,457)  (1,067,706)
------------------------------------------------------------------------------
OTHER INCOME (EXPENSES)
   Interest expense ..................................    (84,719)     (31,131)
   Amortization of loan costs ........................    (41,875)        --
  Other miscellaneous income..........................     23,148         --
------------------------------------------------------------------------------
TOTAL OTHER INCOME (EXPENSES) ........................   (103,446)     (31,131)
------------------------------------------------------------------------------
LOSS BEFORE INCOME TAXES .............................  (1,888,903) (1,098,837)
INCOME TAXES .........................................       --          --
------------------------------------------------------------------------------
NET LOSS .............................................  (1,888,903) (1,098,837)
==============================================================================
BASIC AND DILUTED NET LOSS PER COMMON SHARE ..........    $(0.086)     $(0.059)
==============================================================================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
  (BASIC AND DILUTED) ................................. 21,947,619  18,478,989
==============================================================================
See accompanying notes.
<PAGE>

AMERICAN MILLENNIUM CORPORATION, INC.
STATEMENTS OF CASH FLOWS                               (Unaudited)   (Restated)
-------------------------------------------------------------------------------
For the Nine Months Ended April 30,                        2001        2000
-------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net (loss) ........................................$(1,888,903) $(1,098,837)
      Adjustments to reconcile net (loss) to net
        cash used by operating activities:
        Depreciation and amortization .................     90,160       11,000
        Amortization of loan costs.....................     41,875       26,172
        Provision for bad debts .......................      --            --
        Loss on disposal of property and equipment ....      1,201         --
        Common stock exchanged for services ...........     54,691      294,000
        Stock options issued as compensation ..........    204,000         --
     (Increase) decrease in assets:
        Accounts receivable ...........................    (32,199)     (16,621)
        Inventory .....................................     (6,778)     (14,419)
        Prepaid expenses ..............................    (23,504)     (10,650)
        Other assets     ..............................     (5,866)     (35,466)
      Increase (decrease) in liabilities:
        Accounts payable ..............................     82,374       45,869
        Accrued payroll and related taxes .............     (2,523)        --
        Accrued liabilities ...........................    (71,398)      51,191
--------------------------------------------------------------------------------
NET CASH USED BY OPERATING ACTIVITIES ................. (1,556,870)    (747,761)
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Receipts
   Proceeds from disposal of property and equipment....        400         --
--------------------------------------------------------------------------------
RECEIPTS FROM INVESTING ACTIVITIES      ...............        400         --
--------------------------------------------------------------------------------
 Disbursements
   Acquisition of property and equipment ..............   (138,895)     (40,099)
--------------------------------------------------------------------------------
DISBURSEMENTS FROM INVESTING ACTIVITIES ...............   (138,895)     (40,099)
--------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES .................   (138,495)     (40,099)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Receipts
   Proceeds from notes payable to officers .............   289,500         --
   Proceeds from note payable stockholder ..............   950,000      430,160
   Proceeds from warrants exercised   ..................    25,000         --
   Proceeds from issuance of common stock, net .........   583,000      758,400
--------------------------------------------------------------------------------
RECEIPTS FROM FINANCING ACTIVITIES ..................... 1,847,500    1,188,560
--------------------------------------------------------------------------------
Disbursements
   Payments on notes payable to officers ..............   (190,000)        --
   Payments on notes due related parties ..............    (18,158)     (46,382)
--------------------------------------------------------------------------------
DISBURSEMENTS FROM FINANCING ACTIVITIES ................  (208,158)     (46,382)
--------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES .............. 1,639,342    1,142,178
--------------------------------------------------------------------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS ..............   (56,023)     354,318

CASH AND CASH EQUIVALENTS - BEGINNING ..................   105,148        6,961
--------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS - ENDING .....................$   49,125  $   361,279
================================================================================
SUPPLEMENTAL DISCLOSURES:
   Cash paid during the period for:
     Interest ..........................................$   84,719  $     9,563
     Income taxes ......................................$    --     $      --

   In addition to amounts reflected above, common stock was issued for:
     Notes payable to related parties ..................$    --     $    91,750
     Accrued consulting due officers  ..................$  298,498  $      --
     Advances due to officers         ..................$   14,080  $      --
     Notes payable to officers        ..................$  245,397  $      --
     Accrued salary due officers      ..................$   89,208  $      --
================================================================================
See accompanying notes.
<PAGE>

AMERICAN MILLENNIUM CORPORATION, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 1.  GENERAL BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying unaudited financial statements of American Millennium
Corporation, Inc. (AMCI) 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.

Basic and diluted net loss per common share

Basic net loss per common share is computed by dividing the net loss by the
weighted average number of common shares outstanding during each period.
Available stock options at April 30, 2001, to purchase 11,384,924 shares were
anti-dilutive and not considered common stock equivalents for purposes of
computing loss per common share.

Revenue Recognition

AMCI develops, sells, installs, and services satellite communication systems.
Revenue from sales of satellite communication systems is recorded at the time
the communicators are shipped or installed as provided by contract. Revenue from
servicing of the systems is recognized when the service is provided. AMCI
provides airtime to its customers on a month-to-month basis, which is recognized
as revenue at the time the service is provided.

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 period
financial statements. Additionally, retroactive effect has been given to the
merger for purposes of comparative financial statement presentation.

NOTE 3. RELATED PARTY TRANSACTIONS

On April 3, 2001, the Board of Directors authorized the issuance of options to
purchase 3,406,225 shares of AMCI common stock at an exercise price of $.10 per
share. These options were issued to nine officers, directors and related parties
in order to settle liabilities due them in the amount of $647,183. The nature of
the liabilities settled with these options were as follows:

         Accrued consulting                 $298,498
         Advances from officers               14,080
         Notes payable                       245,396
         Accrued salaries                     89,209

On April 24, 2001, Bruce R. Bacon, the Company's Vice President of Technology
and Chief Technology Officer, was granted an option to purchase 1,000,000 shares
of AMCI common stock at an exercise price of $.19 per hare. The option is fully
vested and shall be exercisable for three years.

On April 24, 2001, the Board of Directors authorized the issuance of options to
purchase 200,000 shares of AMCI common stock at an exercise price of $.25/share.
These options were granted to certain individuals who were employed by AMCI on
February 1, 2001. The options are fully vested as of February 1, 2001 and are
exercisable for two years.

NOTE 4.  COMMON STOCK

In February and March of 2001, the Board of Directors authorized the issuance of
985,715 shares of restricted common stock to two New York investors pursuant to
an exemption letter obtained from the New York Department of Law. The shares
were sold at prices ranging from $.35 to $.49 per share; resulting in net
proceeds to AMCI of $433,000. One investor holds a warrant to purchase 285,715
common shares of AMCI at a purchase price of $0.35 per share for a period of
three years.

NOTE 5.  SERIES 1 CONVERTIBLE NOTES

On April 23, 2001, the Company entered into a Series 1 Convertible Note Purchase
Agreement with a private investor providing for the offer, sale, issuance, and
delivery of up to $300,000 in principal amount of Series 1 Convertible Notes
with Purchase Warrants. Under the Agreement, the Company issued $300,000
principal amount of Convertible Notes convertible into 1,363,636 shares of
Common Stock of the Company at $.22 per share. With such Convertible Notes, the
Company issued Purchase Warrants entitling the holder to purchase up to
1,363,636 shares of the Common Stock of the Company at an exercise price of $.27
per share. As of April 30, 2001, the Company has received net proceeds of
$100,000 pursuant to this note. An additional $50,000 was received on May 23,
2001. Additionally, the Company is to receive the balance of the proceeds
pursuant to this note as follows: June 3, 2001 $50,000; June 23, 2001 $100,000.

On April 23, 2001, the Company entered into a second Series 1 Convertible Note
Purchase Agreement with a private investor providing for the offer, sale,
issuance, and delivery of up to $300,000 in principal amount of Series 1
Convertible Notes with Purchase Warrants. Under the Agreement, the Company
issued $300,000 principal amount of Convertible Notes convertible into 1,363,636
shares of Common Stock of the Company at $.22 per share. With such Convertible
Notes the Company will issue Purchase Warrants entitling the holder to purchase
up to 1,363,636 shares of the Common Stock of the Company at an exercise price
of $.27 per share. The Company is to receive the proceeds pursuant to this note
as follows: July 23, 2001 $100,000; August 23, 2001 $100,000; September 23, 2001
$100,000.

NOTE 6.  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 continued to incur operating
losses ($1,888,903 for the period ending April 30, 2001). In addition, the
Company has used substantial working capital in its operations. As of April 30,
2001, current liabilities exceed current assets by $532,991. Because of these
factors, there is substantial doubt as to our ability to continue as a going
concern.

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 7. SUBSEQUENT EVENTS

On May 16, 2001, the Board of Directors authorized the issuance of 33,750 shares
of restricted common stock to the Charterbridge Financial Group. This was in
full settlement of an outstanding liability owed to them in the amount of
$13,500.

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

SAFE HARBOR STATEMENT

Certain statements in this Form 10-QSB/A, 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/A 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 nine months ended April 30, 2001, revenues decreased approximately
21% compared to the same period in 2000. The decline is attributable to the
engineering and development focus on technical improvements to our products. The
goal is to develop quality new products that grow revenue and earnings in
markets we compete in.

Product Development and Production:

AMCI announced in April the completion of four products. Two of these products,
the SatAlarm-Sentry(TM) and the SatAlarm-VisTrac(TM), are currently in
production. Brief descriptions of the new products are as follows:

SatAlarm-Sentry(TM), a satellite-based callout system designed for the oil and
gas industry. The SatAlarm-Sentry(TM), is a unique, totally self-contained, and
non-intrusive callout system that senses the operating status of the equipment
by using an internal vibration sensor. This product is ideal for monitoring
natural gas compressors. The unit will operate for over two years from a single
non-rechargeable battery pack. The SatAlarm-Sentry(TM) can be temporarily
attached to the equipment magnetically or mounted permanently. In either case,
there is no wiring of any kind, permitting installation in as little as one
minute. Alarm notifications can be customer-configured for equipment shutdowns
and/or startups. Data log files of the operating state of the equipment are
easily accessed for viewing and downloading by the customer on our secure
SatAlarm website."

SatAlarm-ICM(TM) system, a combined messaging terminal and satellite modem for
in-vehicle use. The user can send and receive short messages, even in very
remote locations where other forms of communication are not available.
Compressor shutdown messages and acknowledgments can now be sent directly to the
field service person, regardless of location, allowing for increased efficiency
in utilization of field personnel.

AMCI's SatAlarm-Callout(TM) product monitors multiple sensors on customer
equipment, generating callout alarms when customer-defined events occur.

SatAlarm-VisTrac(TM), a self-contained tracking system, is used in locating
mobile equipment and field personnel.

Initiative in South America: AMCI has been engaged for over a year in the
development of a business relationship with two companies in South America, one
of which companies, including its parent companies, has over 100,000 worldwide
employees and international operations of significance. AMCI's objective is to
form a joint venture with one or both of the large companies with which AMCI has
been negotiating, and have that venture named Vistar Regional Operator for South
America. This would allow AMCI's tracking and monitoring systems to be marketed
throughout the vast South American market, while having as business partners two
firms of great substance already present in South America, including large
existing facilities for manufacturing and distribution, to direct the
manufacturing, marketing and sales, and the service for the project. AMCI has
invested a substantial amount of capital and time over the last couple of years
in the development of the South American initiative.

General Motors: AMCI has developed the technology for General Motors'
GMSkyNet(R) vehicle tracking and data communication system. The General Motors
Truck Group (GMTG) utilizes AMCI's technology for tracking and data
communications with their test vehicles. With a GMSkyNet(R) system installed in
the vehicle, from the desktop and using only a web browser GMTG's staff can see
where the vehicle is presently located on a street-level map, view engine start
and stop events, and communicate directly with the vehicle's onboard data
network. Affordable worldwide wireless tracking and communication with the
electronic modules in the vehicle is a revolutionary change in vehicle
management.

AMCI announced in January of last year that AMCI engineering was providing
custom in-vehicle software, subscriber communicators (SCs), antennas, vehicle
interface boards, and a specialized website to be used for tracking and
communication with GM's test vehicle fleet. Since then, our engineering team has
worked closely with the General Motors Truck Group (GMTG) to meet their
technical requirements for GM SkyNet.

It was announced recently that two of GM's engineers in the GM Truck Group
Engineering, Pontiac, MI, were selected to receive GM's top technical honor for
their work on the AMCI-developed GM SkyNet project. GM stated that the Award was
presented for, "GM SkyNet: Satellite-Based Vehicle Data Acquisition System - The
auto industry's first low earth orbit, satellite-based vehicle tracking and data
acquisition system. GM SkyNet enables real time or accumulated vehicle
development data access, on a global basis."

The GMTG encompasses GM's lines of sport utility vehicles (SUVs) such as the
Jimmy, Blazer, Suburban, Yukon, and Tahoe, as well as small pickups, the
Silverado and Sierra light trucks, the van and utility vehicle lines, and
medium-duty commercial trucks. GM has recently added GM SkyNet to the Specialty
Vehicle Group and the Hummer program, with test vehicles now located in Columbia
and Mexico.

American Red Cross: IN April 2001 it was announced that the American Red Cross,
Disaster Communications division, has placed their first order for
SatAlarm-ICM(TM) systems. The systems will be installed in special vehicles that
provide critical communication services at disaster sites. The SatAlarm-ICM(TM)
is an end-to-end satellite-based messaging and tracking system. The user can
send and receive short messages, even in very remote locations where other forms
of communication are not available. It will be especially beneficial for the
Disaster Communications division to track and communicate with vehicles in
disaster areas anywhere regardless of any interruption of other communication
infrastructures. While there can be no assurance of success, it is anticipated
that an additional several hundred systems with be sold to the American Red
Cross.

Bureau of Land Management (BLM): Also in April it was announced that the Bureau
of Land Management (BLM,) an agency within the U. S. Department of the Interior,
has purchased AMCI's SatAlarm-VisTrac(TM) systems for a pilot program. The
systems will be installed in land vehicles, fixed-wing aircraft, and rotary-wing
aircraft for firefighting surveillance. The program will be conducted through
the BLM's Moab, Utah Field Office. AMCI's SatAlarm-VisTrac(TM) is a fully
self-contained tracking system employed in locating mobile equipment and field
personnel, and is currently being utilized for tracking in automotive,
transportation, rail, and marine applications. The BLM dispatcher will be able
to view the location of their aircraft and land vehicles within the mapping
feature on their secure SatAlarm(TM) website, and at times when remote location
information is critical. Opportunities for system sales by AMCI within the BLM
number in the thousands.

New Sales Initiatives

There are several ongoing sales initiatives in various stages of negotiation and
proposal. Some are anticipated to be closed within the next 30 to 90 days. Brief
descriptions of some of these significant sales initiatives are as follows:

One of our Texas customers has developed a patented device for monitoring
lubrication of compression pistons that, when coupled with AMCI's satellite data
technology, creates a product offering that is unique in the oil and gas
industry. Data is downloaded into a web-based application or to the customer's
Palm Pilot. While there can be no assurance of success, AMCI is in negotiations
for a joint venture to complete the development and distribution of the product
which would serve a large national and international market.

While there can be no assurance of success, AMCI is in negotiations with several
other existing and potential customers that (a) may result in an order from one
of those customers of 200 units per month of AMCI's SatAlarm Sentry(TM) systems
for delivery and installation over a 6 to 8 month period, (b) may result in an
order from another of such customers of 1,200 of AMCI's SatAlarm Sentry(TM), (c)
may result in an order from one of such customers with 50 systems now in place
for an additional order of 500 systems, (d) by reason of customer approval
already received, may result in an order from such customer for 500 of AMCI's
SatAlarm Sentry(TM) systems, for which AMCI is awaiting a formal purchase order,
and (e) by reason of internally recommended customer approval, may result in an
order from another of such customers of up to 17,000 of AMCI's SatAlarm
Sentry(TM) systems with an initial purchase order of 500 systems.

Initiative in Central America: It was announced in December 2000 that AMCI
entered into a distribution agreement with Locolizadores Satelitales S. A.
("LOSAT") for AMCI's VisTrac(TM) solution for remote monitoring and control of
fixed and mobile assets. Under the terms of the Agreement LOSAT will market
AMCI's products to the energy, industrial, commercial, container,
transportation, and consumer vehicle markets throughout Guatemala, Honduras, El
Salvador, Nicaragua, Costa Rica, Belize, and Panama through their network of
distributors.

Central America is an exciting market for AMCI because of its existing and
growing demand for remote monitoring. Our agreement with LOSAT is an important
step for us to establish a foothold in this market. With successful testing
already underway in Costa Rica, the deployment of AMCI's VisTrac(TM) systems
will help establish a strong presence in this vast market, and provide a
cost-effective wireless solution to several industries.

There is a real need for tracking, telemetry, and messaging in Central America,
especially for trucking and insurance industries.

Headquartered in San Jose, Costa Rica, and with offices also in Panama,
four-year old LOSAT employs twenty-five people. LOSAT is an established
organization devoted to marketing asset management solutions throughout Central
America, and also markets satellite time for high speed internet. Among their
clients are General Electric, and the governments of Costa Rica and Panama. The
principals of LOSAT have extensive business relationships in the transportation
and security industries, and will establish a customer service center for the
VisTrac(TM) system to accommodate their customers' needs.

Cost of Revenues

Cost of revenues increased approximately 28% in the nine-month period ended
April 30, 2001, as compared to April 30, 2000. This increase is primarily due to
the nature of revenues earned. The costs associated with developing new products
is higher than those associated with existing products.

Payroll, Payroll Taxes and Related Benefits

Payroll, payroll taxes, and related benefits increased $402,242 in the nine
months ended April 30, 2001, as compared to April 30, 2000. This is attributable
to the fact that we had 17 employees (6 more than at present) during the prior
nine months ended April 30, 2000. The total number of employees as of April 30,
2001, is 11.

General and Administrative

There was an approximate 48% increase in total selling, general and
administrative expenses compared to the nine-month period a year ago. The
general, selling and administrative costs have increased due to our expansion of
operating facilities, new product development, new marketing initiatives, and an
increase in our administrative, operations, engineering and sales staff.

Consulting fees

Consulting fees increased 416% from $49,771 to $256,810 for the nine months
ended April 30, 2001 and 2000, respectively. The large increase is primarily due
to the fact that we have increased our development of new and existing products
that requires us to engage outside consultants.

Other Income and Expenses

Interest expense increased to $84,719 for the nine months ended April 30, 2001.
This increase is due to the accrual of interest on loans from related arties,
including a $675,000 convertible note dated November 9, 2000 and a $300,000
convertible note dated April 23, 2001. Loan costs increased to $41,875 for the
nine months ended April 30, 2001. This increase is due to the amortization of
the debt discount associated with convertible notes dated April 7, 2000 and June
6, 2000. Other income increased to $23,148 for the nine months ended April 30,
2001. This increase is primarily due to the resignation and severance agreement
reached with one of our directors, James Statham effective September 30, 2000.
As part of this agreement, Mr. Statham agreed to a settlement in an amount of
$37,884 less than the amount that was owed him, resulting in a write-down of the
accrued liability in the same amount.

Net Loss

The net loss has increased to $1,888,903 or $.086 per share as compared to
$1,098,837, or $.059 per share, for the nine months ended April 30, 2001 and
2000 respectively. Net loss has increased primarily because of our focus on the
research and development of digital, wireless and wireline telecommunications
systems and our efforts to increase the quality of our existing products and
produce future revenues. The net loss has also increased due the acquisition of
CompuGraphics Corporation in July of 2000.

Financial Condition, Liquidity and Capital Resources

Cash equivalents on hand at April 30, 2001 are not adequate to meet our
short-term capital needs. As a result of net losses incurred, we have used
substantial working capital in our operations. As of April 30, 2001, current
liabilities exceeded current assets by $532,991 compared to $854,772 as of April
30, 2000.

On April 18, 2001 AMCI entered into an agreement with two of its substantial
shareholders for the funding of $100,000 per month over six months through
September 2001 to assist with AMCI's monthly operating requirements. While they
are not obligated to fund the balance, they have funded the first two
installments of $100,000 each for April and May, and it is anticipated that the
remaining monthly fundings will occur.

During the last ten months we have sold 1,292,297 shares of our common stock for
net proceeds of $608,000. Additionally, on April 23, 3001 we received $100,000
pursuant to a convertible note agreement. Although we believe that our current
and several new investors are committed to our future success, which will enable
us to meet our future capital requirements, there can be no assurance that
additional funds will be available when needed on commercially reasonable terms.

Conditions have existed to limit our ability to market our products and services
at amounts sufficient to recover an acceptable amount of operating and
administrative costs. However, we anticipate that newly instituted controls and
new products should reverse this condition within the next fiscal year.

We have nearly 200 demonstration units in the field currently being assessed by
various customers and resellers. Within the next fiscal year, we anticipate
several orders, which will have a significant impact on our net sales and income
from continuing operations.

We believe that a significant base of recurring revenues derived from monthly
satellite and paging monitoring charges will continue to build value for the
shareholders. Our principal marketing efforts are directed toward the oil and
gas, intermodal container 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. We anticipate that during the year 2001, revenues will increase
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. We will continue to market our services to
those companies for deployment of its system on a fleet basis in order to
optimize upon subscriber enrollment. We currently have over 200 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.

We have made no material commitments for capital expenditures and expect no
significant changes in the number of employees. We will continue to outsource
production and manufacturing. Research, development, and major marketing efforts
will be performed by our existing employees.

-----------------------------------------------------------------------------
                           PART II - OTHER INFORMATION
-----------------------------------------------------------------------------
Item 1.  Legal Proceedings

In December 2000, the Alabama Securities Commission investigated the securities
dealer registration of Jack Augsback and Company, LLC, the placement agent
utilized by us in connection with a single sale of securities in Alabama under
our September 1999 private offering. The Commission subsequently determined that
Jack Augsback and Company, LLC was not registered to sell securities in Alabama.
On January 11, 2001, the Commission issued a Cease and Desist Order to prevent
Jack Augsback and Company, LLC, and AMCI from selling any additional securities
in Alabama without proper registration, from and after February 8, 2001, the
effective date of the final order.

Item 2.  Changes in Securities and Use of Proceeds

In February and March of 2001, the Board of Directors authorized the issuance of
985,715 shares of restricted common stock be sold to New York investors pursuant
to an exemption letter obtained from the New York Department of Law. The shares
were sold at prices ranging from $.35 to $.49 per share for net proceeds to AMCI
of $433,000. Seven hundred thousand (700,000) shares were sold to the Zable
Family Trust DTD 9-18-78. We received net proceeds of $343,000 from the sale of
these shares. Two hundred eighty-five thousand seven hundred fifteen (285,715)
shares were sold to Michael J. Bowe. We received net proceeds of $90,000 from
the sale of these shares. Michael J. Bowe holds a warrant to purchase an
equivalent number of additional common shares of AMCI at a purchase price of
$0.35 per share for a period of three years.

On April 23, 2001, we entered into a Series 1 Convertible Note Purchase
Agreement with Rodney R. Schoemann, Sr. providing for the offer, sale, issuance,
and delivery of up to $300,000 in principal amount of Series 1 Convertible Notes
with Purchase Warrants. Under the Agreement, we shall issue $300,000 principal
amount of Convertible Notes convertible into 1,363,636 shares of our Common
Stock at $.22 per share. With such Convertible Notes, we will issue Purchase
Warrants entitling the holder to purchase up to 1,363,636 shares of our Common
Stock at an exercise price of $.27 per share.

On April 23, 2001, we entered into a second Series 1 Convertible Note Purchase
Agreement with Options Unlimited providing for the offer, sale, issuance, and
delivery of up to $300,000 in principal amount of Series 1 Convertible Notes
with Purchase Warrants. Under the Agreement, we shall issue $300,000 principal
amount of Convertible Notes convertible into 1,363,636 shares of our Common
Stock at $.22 per share. With such Convertible Notes, we will issue Purchase
Warrants entitling the holder to purchase up to 1,363,636 shares of our Common
Stock at an exercise price of $.27 per share.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

Item 4.  Submission of Matters to a Vote of Securities Holders

         No matters were submitted to a vote.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (A) Reports on Form 8-K - None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          American Millennium Corporation, Inc.

DATED: June 14, 2001                              By: /s/ Andrew F. Cauthen

                                             ----------------------------------
                                                   Andrew F. Cauthen, President
                                                      (Chief Executive 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.

DATED: June 14, 2001                            By:  /s/ Andrew F. Cauthen

                                         --------------------------------------
                                         Andrew F. Cauthen, Director,
                                         President, Chief Executive Officer,
                                         (Chief Executive Officer)

DATED: June 14, 2001                            By:  /s/ Bruce R. Bacon

                                         --------------------------------------
                                         Bruce R. Bacon, Director, Chief
                                         Technology Officer, Vice President
                                         of Engineering

DATED: June 14, 2001                            By:  /s/ Shirley Harmon

                                         --------------------------------------
                                         Shirley Harmon, Director
                                         (Corporate Secretary)


DATED: June 14, 2001                            By:  /s/ Stephen F. Watwood

                                         --------------------------------------
                                         Stephen F. Watwood, Director, Chairman
                                         of the Board, Vice President of
                                         Business Development

DATED: June 14, 2001                            By:  /s/ Thomas W. Roberts

                                         --------------------------------------
                                         Thomas W. Roberts, Treasurer

DATED: June 14, 2001                            By:  /s/ Ronald J. Corsentino

                                         --------------------------------------
                                         Ronald J. Corsentino, Controller
                                         (Principal Financial Officer)