|-------------------------|
                      UNITED STATES                  |       OMB               |
              SECURITIES AND EXCHANGE COMMISSION     |     APPROVAL            |
                  Washington, D.C. 20549             |OMB Number:3235-0416     |
                                                     |Expires:  April 30, 2003 |
                      FORM 10-QSB                    |Estimated average burden |
                                                     |hours per response:32.00 |
(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, 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: 21,873,473 as of June 5, 2000


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


<PAGE>

AMERICAN MILLENNIUM CORPORATION, INC.
FORM 10-QSB
INDEX
                                                                           PAGE
Part I-Financial Information
Item 1-Financial Statements (unaudited)
       Balance Sheet - April 30, 2000 (unaudited) .........................  3
       Statements of Operations  - Three and Nine Months
        Ended April 30, 2000 and 1999 (unaudited) .........................  4
       Statements of Cash Flows - Nine Months ended
        April 30, 2000 and 1999 (unaudited) ...............................  5
       Notes to Financial Statements ......................................  6

Item 2-Management's Discussion and Analysis or Plan of Operation  .........  9
Part II-Other Information
Item 6 -Exhibits and reports on Form 8-K ................................... 11


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

Item 1.  Financial Statements

AMERICAN MILLENNIUM CORPORATION, INC.
BALANCE SHEET (Unaudited)
April 30, 2000

ASSETS

CURRENT ASSETS

  Cash and cash equivalents ...................................    $    361,249
  Accounts receivable, less allowance of $640 .................          36,986
  Inventory ...................................................          20,394
  Prepaid expenses ............................................          11,150
                                                                   ------------
    TOTAL CURRENT ASSETS ......................................         429,779
                                                                   ------------
PROPERTY AND EQUIPMENT, NET ...................................          81,798
                                                                   ------------
OTHER ASSETS

   Loan Costs (net)                                                      48,813
   Available-for-sale equity security .........................          15,150
                                                                    -----------
    TOTAL OTHER ASSETS                                                   63,963
                                                                    -----------
TOTAL ASSETS ..................................................    $    575,540
                                                                   ============


LIABILITIES AND DEFICIENCY IN ASSETS

CURRENT LIABILITIES

  Accounts payable ............................................    $    210,983
  Accrued payroll and related taxes ...........................          89,909
  Accrued expenses and other liabilities ......................         391,459
  Notes payable to officers, 6% annual interest ...............          56,421
  Notes payable to related parties, 6% interest ...............          58,850
  Advances from officers ......................................          29,017
                                                                   ------------
    TOTAL CURRENT LIABILITIES .................................         836,639
                                                                   ------------
  Convertible Note ............................................         345,469
         Note Discount ........................................        (130,859)
                                                                   ------------
    TOTAL LIABILITIES .........................................       1,051,249

COMMITMENTS AND CONTINGENCIES (NOTE 7)

DEFICIENCY IN ASSETS

Preferred stock, 10,000,000 shares authorized; none issued ....            -
Common stock, $.001 par value, 60,000,000 shares authorized;
  21,873,473 shares issued and outstanding ....................          21,873
Additional paid-in capital ....................................      12,538,955
Accumulated deficit ...........................................     (13,036,537)
                                                                   ------------
    TOTAL DEFICIENCY IN ASSETS ................................        (475,709)
                                                                   ------------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS ....................    $    575,540
                                                                   ============
See accompanying notes.

AMERICAN MILLENNIUM CORPORATION, INC
STATEMENTS OF OPERATIONS (Unaudited)

                                                     For the Nine Months Ended
                                                              April 30,
                                                          2000            1999
                                                   ------------    ------------
REVENUES .......................................   $     97,345    $    128,693

COST OF REVENUES ...............................         81,074          27,102
                                                   ------------    ------------
GROSS PROFIT ...................................         16,271         101,591
                                                   ------------    ------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
  Consulting - officers and directors ..........        576,811         613,637
  General and Administrative ...................        309,692          89,880
  Selling ......................................         53,589          52,049
  Depreciation & Amortization  .................         10,281           7,598
  Professional .................................         87,951         261,855
  Salaries - others.............................         14,361              -
  Salaries - officers ..........................         97,200          31,101
                                                   ------------    ------------
    TOTAL SELLING, GENERAL AND
      ADMINISTRATIVE EXPENSES ..................      1,149,885       1,056,120
                                                   ------------    ------------

OTHER INCOME ...................................           --             5,665
                                                   ------------    ------------

LOSS FROM OPERATIONS BEFORE INCOME TAXES .......     (1,133,614)       (948,864)

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

NET LOSS .......................................   $ (1,133,614)   $   (948,864)
                                                   ============    ============

BASIC AND DILUTED NET LOSS PER COMMON SHARE ....   $      (0.06)   $      (0.06)
                                                   ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING (BASIC AND DILUTED) .......     18,478,989      15,388,172
                                                   ============    ============

                                                     For the Three Months Ended
                                                              April 30,
                                                          2000            1999
                                                   ------------    ------------
REVENUES .......................................   $     51,374    $     21,799

COST OF REVENUES ...............................         37,305           7,427
                                                   ------------    ------------
GROSS PROFIT ...................................         14,069          14,372
                                                   ------------    ------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
  Consulting - officers and directors ..........         24,163         256,165
  General and Administrative ...................        135,742          54,609
  Selling ......................................          9,890             600
  Depreciation & Amortization...................          4,681             750
  Professional .................................         38,189         107,738
  Salaries .....................................        111,561             -
                                                   ------------    ------------
    TOTAL SELLING, GENERAL AND
      ADMINISTRATIVE EXPENSES ..................        324,226         419,862
                                                   ------------    ------------

LOSS FROM OPERATIONS BEFORE INCOME TAXES .......       (310,157)       (405,490)

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

NET LOSS .......................................   $   (310,157)   $   (405,490)
                                                   ============    ============

BASIC AND DILUTED NET LOSS PER COMMON SHARE ....   $     (0.017)   $      (0.03)
                                                   ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING (BASIC AND DILUTED) .......     18,478,989      15,388,172
                                                   ============    ============

See accompanying notes.

                                       3
<PAGE>
AMERICAN MILLENNIUM CORPORATION, INC
STATEMENTS OF CASH FLOWS (Unaudited)
                                                     For the Nine Months Ended
                                                              April 30,
                                                           2000          1999
                                                     ------------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net (loss) .......................................  $(1,133,614)   $(948,864)
  Adjustments to reconcile net (loss) to
   net cash used provided by
   operating activities:
    Depreciation and amortization...................       10,281         7,598
    Common stock exchanged for services ............      294,000       529,535
    Amortization of Debt Discount                          26,172           -

  (Increase) decrease in assets:
    Accounts receivable ............................      (16,621)      (28,955)
    Inventory ......................................      (14,419)      (10,344)
    Prepaid expenses ...............................      (10,650)      (23,247)
    Employee Advances ..............................        --           65,921
    Other Assets      ..............................        --             (500)

  Increase (decrease) in liabilities:
    Accounts payable ...............................       45,869        36,471
    Accrued expenses and other liabilities .........       51,191       155,132
                                                        ---------     ---------
      NET CASH USED BY OPERATING ACTIVITIES ........     (747,791)     (217,253)
                                                        ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Disbursements
  Acquisition of property and equipment ............      (40,099)       (3,000)
                                                        ---------     ---------
    DISBURSEMENTS FROM INVESTING ACTIVITIES ........         --             --
                                                        ---------     ---------
       NET CASH USED BY INVESTING ACTIVITIES .......      (40,099)       (3,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Receipts
  Proceeds from convertible note ...................      430,160        19,300
  Proceeds from sale of common stock ...............      758,400       100,000
  Proceeds from related parties, net................         --          75,600
  Proceeds from advances to officers ...............         --          29,600
                                                        ---------     ---------
   RECEIPTS FROM FINANCING ACTIVITIES ..............    1,188,560       224,500
 Disbursements
   Payments on note payable to stockholders/officers      (46,382)       (4,831)
                                                        ---------     ---------
   DISBURSEMENTS FROM FINANCING ACTIVITIES .........      (46,382)       (4,831)
                                                        ---------     ---------
       NET CASH PROVIDED BY FINANCING ACTIVITIES ...    1,142,178       219,669
                                                        ---------     ---------
NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS .................................      354,288          (584)

CASH AND CASH EQUIVALENTS - BEGINNING ..............        6,961         1,176
                                                        ---------     ---------
CASH AND CASH EQUIVALENTS - ENDING .................    $ 361,249     $     592
                                                        =========     =========
SUPPLEMENTAL DISCLOSURES:

 Common stock issued to extinguish partial debt due
     Officer .......................................       20,000        19,300
 Common stock issued to extinguish note payable ....       19,250        19,300
 Common stock issued to extinguish debt to related
     Party   .......................................       52,500        75,600
 Interest paid .....................................        4,960          --
 Income taxes paid .................................         --            --

 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

Upon resignation of the corporate secretary effective February 29, 2000 the
Board of Directors resolved that for settlement of accrued compensation and
out-of-pocket expenses, the Company would issue a cash payment of $17,500 and
100,000 shares of restricted common stock of the company valued at $52,500.

On March 3, 2000 the Board of Directors authorized the issuance of 23,170
shares of S8 free-trading common stock to a shareholder in settlement of an
outstanding liability in the amount of $19,463. Upon the execution of a
settlement agreement the Company will file an S8 Registration for the
issuance of the shares.

NOTE 4.  COMMON STOCK

Other Stock Issuance

On February 1, 2000, the Board of Directors authorized the issuance of
100,000 shares of restricted common stock to one investor pursuant to a private
offering made in accordance with the exemption from registration under
Regulation D, Rule 506 of the Securities Act of 1933. 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 a
private offering made in accordance with the exemption from registration under
Regulation D, Rule 506 of the Securities Act of 1933. 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 a
private offering made in accordance with the exemption from registration under
Regulation D, Rule 506 of the Securities Act of 1933. 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 a
private offering made in accordance with the exemption from registration under
Regulation D, Rule 506 of the Securities Act of 1933. The Company received net
proceeds of $112,325.25 from the sale of these shares after issuance costs of
$25,925.

On March 10, 2000, the Board of Directors authorized the issuance of
429,000 shares of restricted common stock to four investors pursuant to a
private offering made in accordance with the exemption from registration under
Regulation D, Rule 506 of the Securities Act of 1933. The Company received net
proceeds of $92,902.50 from the sale of these shares after issuance costs of
$14,347.50.

On April 7, 2000 the Board of Directors authorized the issuance of 280,000
shares of restricted common stock to five investors pursuant to a private
offering made in accordance with the exemption from registration under
Regulation D, Rule 506 of the Securities Act of 1933. The Company received net
proceeds of $59,570 from the sale of these shares after issuance costs of
$10,430.

On April 27, 2000 the Company entered into an agreement with Charterbridge
Financial Group, Inc. for investor relations and other services. The Agreement
for Financial Public Support / Retail Support calls for compensation to be paid
to Charterbridge Financial Group, Inc. including an initial payment of $10,000
plus 70,000 unregistered AMCI shares, and a monthly payment of $4,500. An
additional amount of 70,000 unregistered AMCI shares is due under the Agreement
for the term.

The company has committed 770,000 shares of the Company's common stock in
the form of stock options to current employees of the Company. The options are
provided as part of the employee's employment agreement and fully vest during
the period of February through June of 2001. The option price of these shares
is $1.00 per share.

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 $1,133,614 and $948,864 for the periods ending April 30, 2000 and
1999, respectively. In addition, the Company has used substantial working
capital in its operations. As of April 30,2000, current liabilities exceed
current assets by $406,860.

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 and other
capital instruments.

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. NOTES

On April 7, 2000 the Company entered into a Series 1 Convertible Note
Purchase Agreement (the "Agreement"). The agreement calls for the issuance of
$1,000,000 of convertible notes. The notes are convertible after 120 days
following the closing into 1,000,000 shares of the Company's common stock, at a
conversion price of $1.00 per share.

In connection with this agreement, the Company issued warrants which permit
the holder to purchase 1,000,000 shares of the Company's common stock for $1.00
per share. These purchase warrants can be exercised after 120 days until three
years following the date of closing.

The first closing of the convertible notes occurred on April 10, 2000 in
the amount of $502,500. The borrowings bear interest at the rate of 10%, payable
quarterly commencing July 10, 2000. The company received net proceeds of
$430,160 after issuance costs of $72,340. This agreement was subsequently
amended to permit early conversion which occurred in June 2000 (See Note 8).

Further in the April 7, 2000 Resolution, the Board approved the
ratification of the Placement Agency Agreement by and between the Company and
Jack Augsback & Associates, Inc. to include the issuance of common stock
purchase warrants at an exercise price of $1.00 per share in an amount equal to
five percent (5%) of the principal amount of the Convertible Notes issued at the
initial and subsequent closings.

Further in the April 7, 2000 Resolution, the Board approved the issue to
Baker, Johnston & Wilson LLP, for professional services rendered as transaction
counsel in connection with the transactions contemplated by these resolutions, a
Common Stock Purchase Warrant to acquire up to 10,000 shares of the Common Stock
of the Company for an exercise price of $1.00 per share.

NOTE 7. COMMITMENTS AND CONTENGENCIES

In August 1997, as part of a Stock and Asset Purchase Agreement, the
Company issued 400,000 restricted shares of common stock to each of two
individuals. The agreement was amended in October 1997, to reflect a lower
valuation of the assets to be acquired in exchange for the common stock issued.
Accordingly, it was necessary to reduce the number of shares to which these two
individuals were entitled to 117,275 shares each. A letter was sent to the
individuals requesting the return of the original shares in exchange for
issuance of the appropriate number of shares. The original shares were returned
on February 11, 2000 and the appropriate number of shares were issued on the
same date.

NOTE 8. SUBSEQUENT EVENTS

On June 1, 2000 the Company amended its headquarters lease agreement with
Sucia Corporation, LLC to expand its current office space to 4,600 square feet.
Monthly rent will be $4,400 until August 1, 2000, and increase to $4,600 per
month through the term of the lease.

On June 6, 2000 the company entered into the second closing of the Series 1
Convertible Note Purchase Agreement in the amount of $300,000. The borrowings
bear interest at the rate of 10%, payable quarterly commencing September 6,
2000. The company received net proceeds of $261,772 after issuance costs of
$38,228.

On June 8, 2000 American Millennium Corporation, Inc. entered into an
option agreement with six private investors. Pursuant to the terms of the
agreement, the investors will have rights to purchase from the Company options
and warrants up to an aggregate of 8,000,000 newly issued restricted shares
(constituting approximately 25% of the Company as of June 8, 2000 on a fully
diluted basis) of the Company's common capital stock, at prices ranging from
$1.00 to $5.25 per share.   If the investors were to elect to exercise such
rights in full, the total proceeds to the Company under the agreement would be
approximately $15,500,000 to $23,500,000, depending upon exercise periods.  All
share purchases pursuant to such purchase rights, whether pursuant to options
or warrants, are for unregistered securities (i.e., governed by "Rule 144
restrictions") The shares purchased are to only be registered by the Company if
a) the investors make their purchases in increments of $1.5 million or
more, or (b) the investors purchase shares prior to the time that the Company
is otherwise filing a registration statement for other shareholders or for
"secondary offerings" (i.e., "piggy-back registration rights"). The investors
are not obligated to purchase any shares from the Company and have the right to
purchase all, or any portion of, the option shares.

As of April 30, 2000 the Company's balance sheet reflects a negative net worth
and, therefore, if the investors exercised all of their purchase rights, the
investors would suffer approximately 75% dilution of dollars invested and the
present other shareholders of the Company would benefit from a corresponding
book value increase accruing to their interests (i.e., if no exercise by these
investors, the remaining 100% owners of the Company own 100% of the Company's
negative book value net worth, if the investors were to exercise in full, then
the present owners would accrue to their benefit approximately 75% of the
increased book value resulting from the investors capital contributions; i.e.,
75% of $15,500,000 to $23,500,000).

Under the terms of the agreement, the rights of the investors to acquire
shares will terminate if the investors fail to pay the required option fees of a
total of $400,000 in option fees due in four $100,000 increments (which fees, if
paid, will be credited to the purchase price payable upon subsequent purchases
of shares by the investors), or the agreement will terminate if the investors
fail to make certain purchases of shares within time frames established in the
agreement. There are four separate options to purchase shares in up to 1,000,000
share increments each. The First Stock Option (up to 1,000,000 shares) must be
exercised no later than six months after the payment of the First Option Fee of
$100,000. The Second Stock Option (up to 1,000,000 shares) must be exercised no
later than six months after the payment of the Second Option Fee of $100,000.
The Third Stock Option (up to 1,000,000 shares) must be exercised no later than
six months after the payment of the Third Option Fee of $100,000. The Fourth
Stock Option (up to 1,000,000 shares) must be exercised no later than six months
after the payment of the Fourth Option Fee of $100,000. Generally, each of the
$100,000 Option Fees are due approximately every 90 days after the prior
$100,000 Option Fee due date. Under the terms of the agreement, the rights of
the investors to be issued warrants will terminate if the investors do not
purchase the option shares 90 days earlier than the contractual deadline imposed
for the purchase of the option shares. The number of warrants to be issued is
equal to one warrant for each option share purchased (i.e., up to 4,000,000
shares that may be purchased through later exercise of the warrants). The
warrants have a three year term commencing with their date of issue. All of the
warrants have share exercise price increases each 12 months after their issue
date. There is a 30 day "Grace Period" extension for the investors' performance
on all due dates. Under the agreement, in order to retain the right to purcha se
the entire number of shares referred to above, the investors will be required to
invest approximately $7,000,000 within approximately thirteen months. There is
no assurance that all or any of the options will be purchased under the
agreement.

The table below reflects the option share amounts, warrant amounts, and the
applicable time periods:

Option                      Last Date   Last Date  Last Date
                               For       Obtain    Without
        Price    Shares    Option Fee   Warrants   Warrants   *Warrant Prices
First   $1.00   1,000,000    8/7/00     11/7/00    2/7/01    $1.25/$2.25/$3.25
Second  $1.50   1,000,000    12/6/00     4/6/01    7/6/01    $1.75/$2.75/$3.75
Third   $2.00   1,000,000    4/6/01      8/6/01    11/6/01   $2.25/$3.25/$4.25
Fourth  $2.50   1,000,000    8/6/00     12/6/01    3/6/02    $3.25/$4.25/$5.25

    *Warrant Prices change on the annual anniversary of the Warrant issue date

On June 12, 2000, the holder of a convertible note of approximately $802,500
was recently funded ($502,500 was funded on April 6, 2000 and $300,000 was
funded on June 8, 2000), has converted debt into common stock. (See Note 6).

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 nine months ended April 30, 2000, sales decreased approximately
24 % compared to the same period in 1999. The decline in sales is attributable
to the engineering and development focused on technical improvements to its
products. The goal is to develop new products that grow revenue and earnings in
markets they compete in. The Company, through its recent and ongoing
capitalization, is managing its funds for the current expansion of its
administrative, operations, engineering, sales and marketing staff.
Cost of Sales

These costs increased approximately 300 % in the nine-month period ended
April 30, 2000, as compared to April 30, 1999.
Payroll, Payroll Taxes and Related Benefits

Payroll, payroll taxes, and related benefits have increased 359 % in the
nine months ended April 30, 2000, as compared to April 30, 1999. This is
attributable to the fact that the Company had two employees during the prior
nine months ended April 30, 1999 and as of April 30, 2000 had 9 employees. The
total number of employees as of June 15, 2000 is 14.
General and Administrative

There was an approximate 244% increase in other selling and administrative
expenses compared to the nine-month period a year ago. The general and
administrative costs have increased due to the Company's expansion of its
administrative, operations, engineering, sales and marketing staff.

Consulting and Professional

Consulting and professional fees decreased 24% from $875,492 to $664,762
for the nine months ended April 30, 2000 and 1999, respectively.

Net Loss

The net loss was $1,133,614 or $.06 per share as compared to $948,864, or
$.06 per share, for the nine months ended April 30, 2000 and 1999 respectively.

Liquidity and Capital Resources

Convertible Notes. By an April 7, 2000 Resolution the Board of Directors
approved the issuance of up to $1,000,000 principal amount of Series 1
Convertible Notes of the Company, which Notes were subsequently converted into
shares of Common Stock, par value $.001 per share, of the Company at a
conversion price of $1.00 per share, together with common stock purchase
warrants related thereto at an exercise price of $1.00 per share.

As a result of the net loss incurred, the Company has used substantial
working capital in its operations. As of April 30, 2000, current liabilities
exceeded current assets by $406,860.

Conditions have existed to limit the ability of the Company to market its
products and services at amounts sufficient to recover an acceptable amount of
operating and administrative costs. However, newly instituted controls and new
products should reverse this condition.

AMCI is a provider of wireless and wire-line solutions for tracking mobile
assets and remote monitoring of fixed assets through a network of
Low-Earth-Orbit Satellites (LEOs), Geo-Stationary Satellites (GEOs), and Local
Area Networks (LANs). To date, the company has hundreds of satellite
communication systems in the field tracking, monitoring, and reporting data on
oil wells, natural gas compressors, rail cars, and trucks. In addition to
hardware sales, AMCI generates revenues from the airtime sales. AMCI is an
applications service provider (ASP,) providing data access, tracking, and
analysis packages for customers via the Internet. The Company believes that a
significant base of recurring revenues derived from monthly satellite and paging
monitoring charges will build value for the shareholders.

Marketing efforts are performed by the Company's personnel and outside
sales service providers. The Company has, and will continue through 2000,
demonstrated its 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 300 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
PageMart. 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.

The Company anticipates that our current cash balances and future
commitments will be sufficient to fund our operations, through fiscal year 2001.
However, the Company may require substantial working capital to fund our
business and may need to raise additional capital. The Company will continue its
pursuit to raise capital through various financial instruments for the purpose
of financing its operations and growth.

The Company is currently expanding in operational and engineering
operations. The Company is in the process of hiring or outsourcing new positions
including engineers, technicians and administrative personnel. The Company is
also in the process of updating and expanding its corporate headquarters
including office build out and updating office and technological equipment.

The Company has engaged an aggressive program pursuing acquisitions and/or
affiliations with companies whose product technologies, technical and management
personnel, sales revenues, and other assets would contribute to mutual
objectives.

The Company will continue its pursuit to establish international business
relationships to further its sales and marketing opportunities.

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                           PART II - OTHER INFORMATION
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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: June 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:  June 15, 2000            By: /s/Andrew F. Cauthen
                                           Andrew F. Cauthen, Director,
                                           Chief Executive Officer, President
                                          (Principal Executive Officer)

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

DATED: June 15, 2000             By: /s/Shirley M. Harmon
                                           Shirley Harmon, Director
                                           Corporate Secretary

DATED: June 15, 2000             By: /s/James C. Statham
                                           James C. Statham, Director,
                                           Investor Relations

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

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