U.S. Securities and Exchange Commission
                             Washington D. C. 20549

                                  Form 10-QSB
(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, 1999

[ ]             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.)

             303 N. Baker St., Suite 200, Mount Dora, Florida 32757
             ------------------------------------------------------
                    (Address of principal executive offices)

                                 (352) 735-0116
                                 --------------
                           (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. (l) Yes X
No_ (2) 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:  16,850,922 as of June 16,
1999.

         Transitional Small Business disclosure Format (check one):

Yes ____  No ____




<PAGE>


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

Item 1.  Financial Statements

(a)      Financial Statements and Schedules

The following financial  statements are included (with an index listing all such
statements) in a separate exhibit at the end of this Form 10-QSB:

         Balance Sheet
         Statements Operations
         Statements of Cash Flows
         Notes to Financial Statements

Item 2.  Management's Discussion and Analysis

(a)       Plan of Operation

Organization

On February 12, 1999,  the Company  entered  into a  Consulting  Agreement  with
Wilson,  Lombard  and Partner  (WLP).  WLP is an  investor  relations  firm with
experience  in  the  dissemination  of  information  about  private  and  public
companies to prospective investors both domestically and internationally.  Under
the terms of the  agreement,  WLP will furnish  various  services to the Company
including, but not necessarily limited to, acting as liaison between the Company
and its  shareholders,  advisor to the  Company  with  respect to  existing  and
potential market-makers, broker-dealers, underwriters, and investors, as well as
advisor to the Company and as liaison as regards the financial media,  analysts,
and other such members of the financial  community.  The term of the consultancy
is for a period of three (3) years from the date of the  contract  for which WLP
is to receive remuneration for performance of these services as follows:

     a.   50,000 shares of the common stock of the Company  restricted from sale
          for one year from the date of issuance,

     b.   150,000 free trading shares of common stock, and

     c.   options to  purchase up to 200,000  shares of the common  stock of the
          Company  at an  exercisable  price of $0.30 per share  which  shall be
          restricted from sale for a period of one year.

In February  1999, the Company  authorized  the issuance of 1,275,000  shares of
common  stock to officers and  employees  of the Company and in March 1999,  the
Company  authorized the issuance of 500,000 shares of common stock to an officer
of the Company as per the Employee  Stock  Incentive Plan adopted on January 26,
1999.  These shares will bear a legend  restricting the sale of said stock for a
period of one year from  issuance.  The Board of  Directors  adopted the January
26th  resolution to provide for employee  stock  incentives  whereby the Company
would issue to the present officers,  directors and employees (or their assigns)
certain  shares of the common  stock of the Company  restricted  from sale for a
minimum of one year and further  subject to any and all  limitations on the sale
and/or  transferability of the stock as per Rule 144 of the U.S.  Securities and
Exchange Commission.


<PAGE>


Company Focus on Core Business

AMCI is a provider  of hardware  and  software  solutions  to the  wireless  and
wireline  telecommunications  industries.  AMCI has  experience  in a variety of
communications  platforms  including  satellite,  CDPD (cellular  digital packet
data), cellular, various other radio frequency (RF) protocols, and wireline. The
business of AMCI is to bring  solution  oriented  combinations  of hardware  and
software  to the  market to  facilitate  timely,  accurate,  and cost  effective
one-way and two-way  delivery of information to the rapidly  expanding  wireless
communications industry.

Every  advance  in   communication   technology  has  launched  a  new  wave  of
organizational  effectiveness.  Early modems allowed  centralized  mainframes to
provide remote  transaction  processing  enabling  airlines and banks to greatly
expand their service offerings. In the `80s, local area networks were key to new
business processes that integrated the pervasive inventory of personal computers
and the staff  that used  them.  In the `90s,  the  Internet  extended  business
process integration throughout the supply chain and customer set.

Yet, there are critical assets that are still outside of the current  integrated
management  structures.  These are critical pieces of production  equipment that
are  beyond  the  range of  land-based  communication  networks.  Recently,  the
establishment  of  communication  networks based upon Low Earth Orbit Satellites
(LEOS) allows communication with these remote and mobile assets and promises the
next  wave  of  enterprise  integration  with  its  concomitant  efficiency  and
effectiveness.  With LEOS, low cost,  robust  transceivers can tie virtually any
piece of equipment anyplace in the world into the enterprise management process.

AMCI  is  positioned  to  play a key  role  in the  creation  of the  high-value
applications  that  power  this new wave of  organizational  effectiveness.  The
Company has  developed  prototype  systems with over a dozen  companies  and has
learned  the  value  equation  necessary  for  success.  Further,  AMCI has been
established  as a  leading  provider  (VAR)  of  the  ORBCOMM  LEOS  system  and
management has a thorough  understanding of its capabilities.  We are positioned
to lead a significant customer set into a large-scale production rollout.

AMCI/ORBCOMM Reseller Contract

AMCI is a  value-added  reseller  for ORBCOMM  USA L.P.  ORBCOMM is a "low earth
orbit"  (LEO)  satellite  company  which  is a  joint  venture  between  Orbital
Sciences,  Inc. and Teleglobe of Canada,  Inc. To date, ORBCOMM has launched all
28 LEOs of its proposed "constellation" into orbit. Plans call for an additional
8-10 satellites to be launched later.

AMCI's contract with ORBCOMM allows AMCI to provide remote  monitoring  services
to the oil and gas industry,  intermodal containers,  and the U.S. rail industry
with the  exception  of railcars  used  exclusively  for the  transportation  of
automobiles and trucks.  This means that a railroad  company,  for example,  can
determine  where a  particular  refrigerated  railcar  with a high value load is
located  by global  position  as well as the  temperature  inside  the car,  the
voltage output of the engine, and numerous other functions.

AMCI management believes that the overall competitive advantage that the Company
may hold as a  reseller  for the  ORBCOMM  system  is most  closely  tied to the
competitive rates it can currently charge. Management is currently marketing the
ability to provide accurate, low cost monitoring to the above industries defined
in its reseller contract.  This will provide the Company with recurring revenues
on a monthly basis.


                                       2
<PAGE>


Additionally,  the Company  reached an  agreement  with  Eco-Max  Systems,  Inc.
(Eco-Max)  for an investment  by Eco-Max to fund a joint  technology  investment
between the two  companies.  Eco-Max is a developer and  manufacturer  of rotary
powered  generators,  agricultural  pumps,  and marine  propulsion  systems that
utilize  proprietary  design  features.  The  investment  is  intended  to  fund
development  of  specialized   applications  of  AMCI's   satellite   monitoring
capabilities whereby such conditions as voltage output, fuel levels, flow rates,
and emissions output can be read from a webpage on the Internet.

Oil and Gas

AMCI has various  initiatives  underway  with oil and gas  producers  as well as
manufacturers of gas compressors and control panels for those compressors.  AMCI
currently has several satellite subscriber  communicators (the industry term for
transceivers)   activated  and  in  field  trials.  These  units  are  currently
monitoring  a variety of assets in the United  States.  AMCI plans to market its
products and services in the international market place.

Much of oil and natural  gas  production  occurs in largely  remote  areas;  far
beyond  the   economic   range  of  wired  or   terrestrially   based   wireless
communication.  Key to the  operation  of these  production  sites are  enormous
compressors  used  to  extract,  collect,  and  transfer  the  oil  and  gas  to
transmission  pipelines.  The malfunction or failure of one of these compressors
is a red-alert  event for the  production  operator.  The  economic  loss can be
measured in thousands  of dollars per hour of down time.  There is high value in
reducing the duration of an outage.

To create this  value,  AMCI will  program a  commercially  available  satellite
transceiver  or  subscriber  communicator  (SC) to relay the vital  signs of the
compressor to the ORBCOMM LEOS. This  information will include the status of all
important  components  as well as the flow and pressure  data for the  pipeline.
Since  there is a  considerable  variation  of  compressor  package  designs and
installation   details,   each   installation   requires  AMCI  programming  and
interfacing expertise to capture the critical information.

Status, malfunction or failure information is sent from the compressor SC to one
of the LEOS. The LEOS relays the information to an ORBCOMM Gateway Earth Station
(GES),  which,  in  North  America,  are  always  in  view  simultaneously.  The
information  passes through the ORBCOMM network and on to an AMCI service center
for analysis and alert  communication to the operator.  If the operator is large
enough to justify its own service  center,  AMCI will guide its  development and
the satellite data will be routed directly to it.

Depending  upon the nature of a  malfunction,  it may be possible  to  implement
corrective  action through  communication  with the compressor SC. In this case,
control  information  is sent to the  ORBCOMM  network  for  routing to the next
appropriate LEOS and hence to the compressor SC. If  "on-the-ground"  service is
required, the failure data is analyzed by the operator to determine needed spare
parts and tools.  Since  travel  times to remote units can be measured in hours,
accurate  information  of this nature is of great value.  AMCI becomes a key and
ongoing  link in the  operator's  value  chain.  AMCI  shares  in that  value by
charging for our engineering,  installation,  and operating  services as well as
receiving  a recurring  fee for the  communication  traffic we generate  through
ORBCOMM.

The Company has entered into an agreement with Compressor Systems, Inc. (CSI) in
Midland,  Texas to provide two satellite  transceiver  units as well as air time
for  wireless  remote  monitoring  of a mainline  station and a natural gas well
located in the Permian Basin of West Texas.  CSI is one of the nation's  largest
single  source  providers  of  sales,  leasing,  engineering,  fabrication,  and
operator of gas compression  equipment.  CSI operates  through 13 regional sales
offices and with over 120 technical service  representatives  located throughout
the U.S.

The two units  contracted for by CSI were provisioned by AMCI to monitor the gas
well compressors and the mainline station  compressor via the ORBCOMM  satellite
system.  CSI will  receive  daily  reports  that the  units are  running  or not
running, as well as alarm reports whenever the units shut down unexpectedly. The
Company  will  provide  a secure  website  on the  Internet  for CSI to view the
operating conditions and alarms.


                                       3

<PAGE>

Transportation of High Value Products

Through proper programming and interface design, an SC can transmit  information
vital to the successful delivery of perishable cargo. In addition to temperature
readings,  it can  monitor  refrigeration  system  fuel levels and alert for any
intrusion into a railcar or container.  Importantly,  the SCs have an additional
feature  installed  to  communicate  the location of the  transport.  With a GPS
(Global  Positioning  System)  module in the SC, the  position of the railcar or
container  can be  constantly  monitored.  In  addition  to  providing  accurate
logistical  information  to the shipper,  this  information is key to the timely
repair of a failing  refrigerator  and protection of its cargo. The failing unit
can be intercepted at the next maintenance location on its route and be repaired
or have its cargo transferred to a working refrigeration unit.

This  application   provides  another   opportunity  for  AMCI.  The  stream  of
information  that  flows  through  the  AMCI  service  center  must be  properly
integrated into the transporter's  existing IT system.  Failure information must
be sent to the appropriate maintenance location and the transport service center
for supervision.  Position data should be available to the shipper at all times.
Intrusion information must alert security services.  All this data should arrive
in correct formats at the right IT server. Further, if communication back to the
SC is  needed,  transport  personnel  should  be  able  to  use  their  existing
applications  to initiate it. AMCI has an opportunity to configure and supervise
the installation of off-the-shelf software packages that can manage this routing
and formatting.  Further, we can operate such routing servers, consolidating the
needs of smaller customers.

Railroad Cars

AMCI has  completed  a testing  phase of  remote  monitoring  of a  refrigerated
railcar  under the  provisions  of a contract the Company has with Union Pacific
Railroad,  the nation's largest rail company. The original contract called for a
prototype  unit  to  be  installed  on  a  refrigerated  railcar  with  cellular
capability for  transmitting  data, AMCI  anticipates the data to be transmitted
via  satellite in the next phase.  AMCI has monitored via satellite and cellular
the location of a test railcar as well as the battery  voltage and  refrigerated
compartment  temperature.  AMCI has installed the second generation of equipment
on the railcar which exceeds the performance of the first  generation  equipment
and allows the Company to complete  the  contract's  first phase and move toward
the next phase.

The next phase of the contract  involves  the  outfitting  of five  refrigerated
railcars  with  pre-production  models  of the  AMCI  wireless  equipment.  Upon
successful  completion of this phase with Union  Pacific,  Union Pacific has the
option to place orders in increment of 100 units.

Intermodal Containers

AMCI has held discussions  with an intermodal  container  corporation  regarding
AMCI's proposal to outfit a refrigerated  container with a satellite transceiver
to monitor location and alarm functions such as door openings and temperature.

Following such a test, AMCI would submit a formal proposal for the monitoring of
the corporation's container fleet.

The LEOS Opportunity

These  applications are exemplars of a large variety of related needs. Gas wells
as well as pipelines require monitoring.  Oil wells, storage tanks and pumps are
also remote, critical production assets.  Industrial chemical and compressed gas
storage tanks present another opportunity.  In addition,  refrigerated railcars,
refrigerated containers and other special cargo vehicles benefit from an onboard
SC and GPS unit.  Complex powered vehicles such as locomotives,  truck tractors,
test vehicles and heavy equipment can be better managed with LEOS communication.
Here,  in addition  to  monitoring  and  tracking,  the SC can provide  reliable
messaging services for the equipment operator.

                                       4

<PAGE>


There are  further  benefits  from LEOS  systems  in many  industries  that have
worldwide  operations.  A system  designed for North  American  operation can be
deployed  for  assets   throughout  the  world.   ORBCOMM  is  franchising   the
installation  of ground  stations in all  continents  and  developing  "roaming"
arrangements  that  will  yield a  seamless  worldwide  network.  New  levels of
enterprise asset  management and operational  efficiency are sure to emerge from
this platform.  Thus,  even with a North American  focus,  AMCI can create value
worldwide.

Other Business of the Company

American Mobile Satellite

AMCI's a  value-added  reseller  for  Reston,  Virginia  based  American  Mobile
Satellite (AMS) (NASDAQ:  SKYC). The reseller agreement provides AMCI the use of
AMS's  geosnychronous  satellite system.  AMS provides seamless voice, data, and
point-to-multipoint dispatch services to virtually anywhere in North and Central
America,  the  Caribbean,  and hundreds of miles of surrounding  waters.  AMS is
authorized by the FCC to provide L-band (1.5-1.6 GHz) mobile  satellite  service
in the U.S.

Proprietary Technology Applications

AMCI is also a  value-added  reseller  for  Dallas,  Texas based  PageMart.  The
Company is  expected to file a patent for certain  proprietary  applications  of
paging technology.  AMCI has developed certain proprietary  technologies for the
monitoring of various types of assets  utilizing  both the ORBCOMM LEO system as
well as other  Radio  Frequency  (RF)  formats  for GPS  along  with  functional
manipulations  aboard those assets.  Due to the sensitive and proprietary nature
of this  technology as well as the Company's  intent to protect it to the extent
that is possible  with  patent  applications,  Management  is unable to disclose
specific  aspects of the systems.  Nevertheless,  Management  believes  that the
applications  are  both  valuable  and  viable.  The  Company  is  presently  in
discussion  with several  companies  regarding  licensing  and/or joint  venture
proposals   within  the  scope  of  the   technologies   and  their   respective
applications.

AMCI has retained the services of Pittenger and Smith, a Denver,  Colorado based
patent,  trademark,  and copyright law firm,  to effect these  applications.  In
addition to ORBCOMM,  American Mobile  Satellite,  PageMart and SPS Technologies
for which it is a value-added  reseller,  AMCI has business  relationships  with
Griffin Petroleum,  Trimble Navigation,  Union Pacific Railroad, Pacific Arepco,
and Hersey Measurement Company.

American Millennium Corporation, Inc./McLeodUSA Co-venture

AMCI has  entered  into a  co-venture  with  McLeodUSA  on a paging  application
developed by AMCI.  McLeodUSA  (McLeod) is a Cedar Rapids,  Iowa based local and
long distance  telephone provider (known as a Competitive Local Exchange Carrier
or CLEC) that went public in 1996.

AMCI had  originally  proposed  and  co-developed  a  paging  based  voice  mail
notification  device so that  McLeod  could  bypass the local  exchange  carrier
providing that service and, hence, realize substantial savings on its voice mail
costs.  However,  that  project is  currently  inactive  due to AMCI's  focus on
building a revenue  foundation of ORBCOMM  satellite  based system  subscribers.
Presently,  the Company's primary efforts are away from "hardware only sales" in
favor of applications that include recurring  revenues from users of its ORBCOMM
based data systems.

Summary

In its role as a developer of digital,  wireline,  and wireless  products,  AMCI
provides  solutions for its customers  utilizing  cutting edge technology in the
telecommunications  industry,  AMCI  is  currently  presenting  the  uses of its
technologies to leaders in various  industries.  Management  believes its unique
approach  to recent  technological  developments  allowing  the  interfacing  of
multiple  communication  platforms should position AMCI to emerge as an industry
leader in the field of data transfer.


                                       5

<PAGE>

Management believes that a significant market exists for potential  applications
of AMCI's  technology  that  involve  remote  monitoring  and  systems  function
manipulations.  Corporate  management  can monitor their  equipment,  production
levels,  and track global  position as well as control  functions  and have data
reported from the particular asset that can be downloaded onto a secure Internet
website which can then be accessed  from anywhere in the world.  The reports are
typically  available  and can be delivered  in as little as 60 seconds  after an
ORBCOMM satellite flies over the monitored asset,  reads, and transmits the data
to an ORBCOMM Earth Station.

AMCI will continue to market these services to the rail,  intermodal  container,
and oil and gas industries with its ORBCOMM reseller contract.  It will continue
to  market  its  various  patent  pending  paging  technology  solutions  to the
telecommunications industry.

The  ability  to provide  satellite  monitoring  for  industries  within  AMCI's
reseller  contract  with  ORBCOMM  means  that the  Company  is able to charge a
specified  rate per month for each asset being  monitored.  The charge can range
from a few  dollars  per month to upwards of $100 per  month,  depending  on the
amount of data and the  frequency of reports  required by the owner of the asset
being monitored.  In addition to the potential of substantial  hardware sales, a
strong  growth of recurring  revenues is a goal of the Company,  these  revenues
derived from monthly satellite and paging  monitoring  revenues will build value
for the  shareholders  and provide a basis for independent  appraisals of AMCI's
network of subscribers.

AMCI  currently  has over 60 systems  deployed  in field  operations.  Companies
currently   utilizing  the  system  include  Cross  Timbers  Oil  Co.,   Hanover
Compressors,  Walsh  Engineering,  Inc., Cabot Oil and Gas Corp., and Compressor
Systems,  Inc.  AMCI  subscriber  communicators  are  installed on Chevron wells
operated by Hanover.

Recent Business Activity

On April  30,  1999,  the  Company  authorized  to be  issued  to the  following
companies/individuals  in the  respective  amounts shares of the common stock of
the Company for payment of monies,  as listed,  loaned to the Company  with each
certificate to bear a legend restricting the sale of said stock for a minimum of
one year from the date of issuance:

         First Mercantile, Ltd. -- 200,000 shares -- $75,599.89
         Eco-Max Systems, Inc. - 50,000 shares -- $19,300.00
         Stephen F. and Phyllis Watwood - 50,000 shares -- $19,300.00

AMCI announced on April 29, 1999, that it had recently completed installation of
two petroleum site monitoring systems for Houston, Texas based Cabot Oil and Gas
Corp.  The systems were  installed on natural gas well  compressors  operated by
Cabot at  remote  sites in Texas  and  Oklahoma.  Each  site has a  programmable
satellite  "subscriber  communicator" that can send and receive messages through
the ORBCOMM  satellite  system.  This enables it to call out for alarm events as
well as receive polls for current status and commands to modify existing program
functions.  Alarm events are  time-stamped  and a history log is maintained at a
password protected Internet site supplied by AMCI and accessible to Cabot.

On April 27,  1999,  the  Company  introduced  its  SATELLITE  MAILBOX(TM)  that
provides a wireless  solution  allowing  users to send and  receive  e-mail from
anywhere in the world.  AMCI  developed  this product for the oil and gas mobile
work force so that they may stay in touch,  through e-mail,  regardless of their
location.  The  SATELLITE  MAILBOX(TM)  can be used in a vehicle,  utilizing the
vehicle  battery,  or can be taken  mobile,  utilizing  the unit's  own  onboard
battery.  Each unit has its own unique e-mail address.  The basic unit, which is
smaller  than  a  laptop,   comes  packaged  in  a  tough,   damage   resistant,
weather-tight enclosure with a detachable telescoping antenna,  on-board battery
pack, and AC and DC charging cables.

                                       6

<PAGE>


On April 22, 1999, the Company announced the appointment of Andrew F. Cauthen to
the positions of president,  Chief Executive Officer, and director.  Mr. Cauthen
brings to AMCI over 25 years of  experience  in  organization,  operations,  and
management of corporations including telecommunications  companies. He served as
president/CEO  for a commercial  properties  company,  Century Capital  Property
Management  Corp.  For over 10 years he managed  its growth to over one  billion
dollars in assets with 200 employees and approximately 55 commercial  properties
under  management  throughout  the United States.  He has been  associated as an
executive with several  companies,  most recently as president and CEO of ZapCom
International, Inc., a division of Imagitel, Inc.

On April 13, 1999,  the Board of Directors  appointed  Mr.  Cauthen to the above
referenced  positions after accepting the  resignations of Stephen F. Watwood as
CEO, James C. Statham as president, and Terry G. Wigton as director. Mr. Watwood
remains  as a  director  and  chairman  of the  board and was  appointed  to the
position of  executive  vice  president  of business  development.  Mr.  Statham
remains as a director and chief operations officer.  Mr. Wigton's resignation as
chief financial officer was also accepted;  he will continue in the positions of
executive  assistant to the  president  and director of  multinational  business
development.  The board also  accepted  the  resignation  of Renee C. Riegler as
assistant treasurer; she will continue to serve as corporate secretary.

On April  13,  1999,  the  Company  authorized  to be  issued  to the  following
individuals in the listed amounts common stock of the company  pursuant to a S-8
registration which was effected on May 18, 1999:

         James Statham               250,000 shares
         Bruce Bacon                  50,000 shares
         Terry Wigton                 50,000 shares
         Renee Riegler                50,000 shares
         Phyllis Watwood              20,000 shares
         William K. Parker            10,000 shares
         Linda Moore                   2,500 shares
         Lynn Crawford                 2,500 shares
         Brusse Bevers                 2,500 shares

The Company  authorized to be issued to James Statham  250,000  shares and Renee
Riegler  50,000 shares of the common stock of the company for services  rendered
beyond the  normal  course of  business.  Said  certificate  is to bear a legend
restricting  the sale of said  stock for a period for a minimum of one year from
the date of issuance and subject to the  restriction  of Securities and Exchange
Commission Rule 144.

In  March of  1999,  the  Company  announced  its  exhibition  of  products  and
technologies at ENTELEC '99 in Houston,  Texas and its attendance at the "CeBIT"
show in Hanover, Germany. ENTELEC is an annual conference and exposition for the
telecommunication  and  electrical  segment of the energy  industry.  "CeBIT" is
billed as the largest  trade fair in the world for  Information  Technology  and
Telecommunication and draws attendees from over 60 countries.

On March 9, 1999,  AMCI  authorized the issuance of 142,957 shares of the common
stock of the Company to Brenda Lee Hamilton for  compensation for legal services
pursuant  to the S-8  registration  filed  on  January  15,  1999.  Per said S-8
registration  filed on January 15, 1999, the Company  authorized to be issued to
Brenda Lee  Hamilton  10,677  shares on February  26, 1999 and 13,043  shares on
February 1, 1999.


                                       7

<PAGE>



AMCI  announced,  on March 16, 1999,  that it has implemented use of an enhanced
service to notify its  customers of  conditions  or changes in the status of the
customer's asset being monitored. The Company implemented the use of an enhanced
notification  service  as a  value-added  feature  to its  satellite  monitoring
service.  By outsourcing the use of a call center,  AMCI can offer its customers
the added security of being notified by a telephone  call, fax, or pager message
of the status or change in conditions of the asset being monitored. The enhanced
service is performed by operators on duty 24 hours a day,  seven days a week who
notify the customer in a manner customized to the customer's  needs.  Management
believes  that this  feature  will expand the use of its  monitoring  service by
making data and information available without the use of a computer.

On March 2,  1999,  the  Company  was listed  for  trading  on the Berlin  Stock
Exchange in Germany,  Berliner  Wertpapierborse.  The Company's  stock number is
919284 under the ticker symbol ARU.  According to  information  published by the
exchange on its website,  over 2,800  international  companies are listed on the
exchange, including more than 1,000 U.S. companies. The Berlin Exchange is known
for showcasing young, innovative, high-tech companies.

The Company,  on February 23, 1999,  announced  that it is marketing the new GSC
100 from Magellan.  The handheld device allows a user to chart his/her  position
anywhere in the world,  send and receive  e-mail,  save up to 100 messages,  and
store up to 150 addresses, according to Magellan. To send e-mail to any Internet
address,  the user simply keys in the  message  and  destination  address on the
back-lit  key pad and then sends the  message up to one of 28  orbiting  ORBCOMM
satellites.  To receive e-mail, the user powers the unit up in order to "ask the
satellite"  for  messages,  and an  ORBCOMM  satellite  transmits  the  messages
directly to the GSC 100.

AMCI, on February 17, 1999,  authorized to be issued to the  individuals  listed
below the designated amount of shares of the common stock of the company per the
Employee  Stock  Incentive  Plan as  adopted  on  January  26,  1999  with  said
certificates to bear a legend restricting the sale of said stock for a period of
one year from issuance:

         Stephen F. Watwood         500,000 shares
         Bruce R. Bacon             500,000 shares
         Renee C. Riegler           125,000 shares
         Jose McClinton              62,500 shares
         Shirley Harmon              62,500 shares
         Phyllis Watwood             12,500 shares
         Gloria Blundell             12,500 shares

On March 9, 1999, the Company  authorized  the issuance to James C. Statham,  or
his assigns,  500,000 shares of the common stock of the company per the Employee
Stock Incentive Plan as adopted on January 26, 1999. Said certificate is to bear
a legend  restricting  the sale of said  stock  for a  period  of one year  from
issuance.

On February 12, 1999,  the Company  entered  into a  Consulting  Agreement  with
Wilson,  Lombard  and Partner  (WLP).  WLP is an  investor  relations  firm with
experience  in  the  dissemination  of  information  about  private  and  public
companies to prospective investors both domestically and internationally.  Under
the terms of the  agreement,  WLP will furnish  various  services to the Company
including, but not necessarily limited to, acting as liaison between the Company
and its  shareholders,  advisor to the  Company  with  respect to  existing  and
potential market-makers, broker-dealers, underwriters, and investors, as well as
advisor to the Company and as liaison as regards the financial media,  analysts,
and other such members of the financial  community.  The term of the consultancy
is for a period of three (3) years from the date of the  contract  for which WLP
is to receive remuneration for performance of these services as follows:  50,000
shares of the common stock of the Company restricted from sale for one year from
the date of issuance,  150,000 free trading shares of common stock,  and options
to  purchase  up to  200,000  shares of the  common  stock of the  Company at an
exercisable  price of $0.30 per share which shall be restricted  from sale for a
period of one year.  Per said  agreement,  on  February  16,  1999,  the Company


                                       8

<PAGE>

authorized to be issued to Karl Kotowski  150,000  shares of the common stock of
the company for compensation for consulting  services pursuant to the Consulting
Agreement executed by the company and Karl Kotowski on February 12, 1999

(b)  Management's  Discussion and Analysis of Financial Condition and Results of
     Operations

Sales
-----

During the six months ended April 30, 1999,  sales  declined  approximately  59%
compared to the same period in 1998. The decline in sales is attributable to the
re-focus of the  Company's  business.  The goal is to develop new products  that
grow  revenue and  earnings  in markets  they  compete in. The Company  does not
currently  have the funds to  support a  marketing  and sales  effort to further
expand.

Cost of Sales
-------------

These costs declined  approximately 70% in the nine-month period ended April 30,
1999,  as  compared  to April  30,  1998.  The  decline  in these  costs  can be
attributed  primarily  to the  reduction  of expenses to re-focus  its  business
products and cutting costs to stay  competitive and the Company managed its cost
of sales more effectively.

Payroll, Payroll Taxes and Related Benefits
-------------------------------------------

Payroll,  payroll taxes, and related benefits declined  approximately 76% in the
nine  months  ended April 30,  1999,  as  compared  to April 30,  1998.  This is
attributable to the fact that the Company had two employees during the prior six
months ended April 30, 1999.

General and Administrative
--------------------------

There was an  approximate  73%  decrease  in other  selling  and  administrative
expenses  compared  to  the  nine-month  period  a year  ago.  The  general  and
administrative  costs  decreased  due to the  Company's  re-focus  on its  newly
identified  core  business.  The focus is to perform with the new  resources and
stay competitive. The current general and administrative projections will enable
the Company to take every  advantage of the cost savings and still offer quality
products that are expected to be ready to launch in the near future.

Consulting and Professional
---------------------------

Consulting and  professional  fees decreased 75% from $3,441,451 to $875,492 for
the nine months ended April 30, 1999 and 1998, respectively.  The large decrease
is  primarily  from the fact  that the  Company  decreased  its  consulting  and
professional services.

Minority Interests
------------------

The  Company  discontinued  all  operations  in 1998 in which it had a  minority
interest.

Net Loss
--------

The net  loss  was  reduced  to  $948,864  or $.06  per  share  as  compared  to
$6,140,540, or $.39 per share, for the nine months ended April 30, 1999 and 1998
respectively. Net loss was reduced largely due to the discontinued operations of
the subsidiary, Lean Protein Foods, Inc., discontinued in the prior year because
of the  Company  re-focusing  its  business on digital,  wireless  and  wireline
telecommunications business.


                                       9

<PAGE>



Liquidity and Capital Resources
-------------------------------

As a result of the net loss incurred,  the Company has used substantial  working
capital in its operations.  As of April 30, 1999, current  liabilities  exceeded
current assets by $511,116.

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.

The Company believes that a significant base of recurring  revenues derived from
monthly  satellite  and  paging  monitoring  charges  will  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.  The Company has, and
will continue  through 1999,  marketed its services at industry trade shows. The
Company  anticipates  that during 1999  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 60
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.

To satisfy its cash  requirements  for the next twelve  months the Company is in
the process of preparing a private  offering of the Company's  common stock. The
offering  is being  made on a "best  efforts"  basis with the  minimum  required
subscription of $100,000 (100 units) and the maximum  subscription of $1,500,000
(1,500 units).  This offering is being made in accordance  with  exemptions from
registration  under  Regulation D, Rule 506 of the  Securities  Act of 1933. The
matters  discussed in (a) and (b) above  contain  forward-looking  statements as
defined under Rule 175 of the Securities Act and many factors could cause actual
results to differ materially from those in the forward looking statements.

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

    (a)  Exhibits

         (3.1)    Articles of  Incorporation,  as amended to date of this report
                  (incorporated  by reference Form 8-K filed June 11, 1998, File
                  No.  000-10841-D;  Form  S-8  filed  May 18,  1999,  File  No.
                  99630017)
         (27)     Financial Data Schedule
         (99)     Financial Statements

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 19, 1999                   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 19, 1999                     By: /s/ Andrew F. Cauthen
                                         ---------------------------------------
                                          Andrew F. Cauthen,  Director,
                                          Chief Executive Officer, President
                                          (Principal Executive Officer)

DATED: June 19, 1999                     By: /s/ Bruce R. Bacon
                                         ---------------------------------------
                                                 Bruce R. Bacon, Director,
                                          Vice President of Engineering,
                                          Chief Technology Officer

DATED: June 19, 1999                      By: /s/  Shirley M. Harmon
                                          --------------------------------------
                                          Shirley Harmon, Director

DATED: June 19, 1999                      By: /s/  James C. Statham
                                          --------------------------------------
                                                   James C. Statham, Director,
                                          Chief Operations Officer

DATED: June 19, 1999                      By: /s/  Stephen F. Watwood
                                          --------------------------------------
                                          Director ,  Chairman of the Board,
                                          Vice President of Business Development

DATED: June 19, 1999                      By: /s/   Thomas W. Roberts
                                          --------------------------------------
                                                    Thomas W. Roberts, Treasurer
                                          (Principal Financial Officer)

DATED: June 19, 1999                      By: /s/   Renee C. Riegler
                                          --------------------------------------
                                                    Renee C. Riegler, Secretary
                                          (Corporate Secretary)



                                       11

<PAGE>




                                    CONTENTS
                                    --------



FINANCIAL STATEMENTS

     Balance Sheet                                                         F-2

     Statements of Operations                                              F-3

     Statements of Cash Flows                                              F-4

     Notes to Financial Statements                                 F-5 to F-10





<PAGE>



<TABLE>

<CAPTION>



AMERICAN MILLENNIUM CORPORATION, INC.
(UNAUDITED)
BALANCE SHEET

April 30, 1999

<S>                                                                             <C>    <C>

-------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
      Cash                                                                       $     592
      Inventory                                                                     10,344
      Accounts receivable                                                           28,955
      Prepaid expenses                                                              64,122
-------------------------------------------------------------------------------------------
           TOTAL CURRENT ASSETS                                                    104,013
-------------------------------------------------------------------------------------------

PROPERTY AND EQUIPMENT
      Equipment, furniture and fixtures                                              7,500
      Transportation equipment                                                      89,503
-------------------------------------------------------------------------------------------
           TOTAL PROPERTY, PLANT AND EQUIPMENT, AT COST                             97,003
      Accumulated depreciation                                                      20,019
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
           TOTAL PROPERTY, PLANT AND EQUIPMENT, NET BOOK VALUE                      76,984
-------------------------------------------------------------------------------------------

OTHER ASSETS                                                                         3,040
-------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                     $ 184,037
===========================================================================================

LIABILITIES AND DEFICIENCY IN ASSETS

CURRENT LIABILITIES
      Accounts payable                                                           $ 158,433
      Accrued payroll and related taxes                                             85,281
      Accrued expenses and other liabilities (Note 2)                              314,768
      Advances from officer (Note 3)                                                56,646
-------------------------------------------------------------------------------------------
           TOTAL CURRENT LIABILITIES                                               615,128
-------------------------------------------------------------------------------------------

LONG-TERM NOTE PAYABLE TO OFFICER (NOTE 3)                                          20,500
-------------------------------------------------------------------------------------------
           TOTAL LIABILITIES                                                       635,628
-------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (NOTE 7)

DEFICIENCY IN ASSETS (NOTE 6)
      Preferred stock, 10,000,000 shares authorized;
         none issued and outstanding
      Common stock, $.001 par value, 60,000,000 shares authorized,
        16,483,514 shares issued and outstanding                                    16,484
      Additional paid-in capital                                                10,890,204
      Deficit                                                                  (11,358,279)
-------------------------------------------------------------------------------------------
          TOTAL DEFICIENCY IN ASSETS                                              (451,591)
-------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                                       $ 184,037
===========================================================================================
See accompanying notes.

</TABLE>


                                      F-2


<PAGE>

<TABLE>

<CAPTION>

AMERICAN MILLENNIUM CORPORATION, INC.
(UNAUDITED)
STATEMENTS OF OPERATIONS RESTATED                                                                                 Resated
====================================================================================================================================
<S>                                                                             <C>    <C>          <C>              <C>

                                                                   For the quarter    For the nine  For the quarter    For the nine
                                                                       ended          months ended        ended        months ended
                                                                   April 30, 1999   April 30, 1999   April 30, 1998  April 30, 1998
------------------------------------------------------------------------------------------------------------------------------------
REVENUES

     Sales                                                               $ 29,199         $ 128,693       $ 170,981      $ 311,162
     Cost of sales                                                         13,627            27,102          19,768         91,200
------------------------------------------------------------------------------------------------------------------------------------
        Gross margin                                                       15,572           101,591         151,213        219,962
------------------------------------------------------------------------------------------------------------------------------------
     Consulting                                                           256,165           613,637         288,283      3,133,050
     Professional                                                         108,167           261,855          75,288        308,401
     General and administrative                                            25,973            89,880         366,718        430,756
     Salaries and related                                                     321            31,101          44,751        129,696
     Selling                                                               27,280            52,049          11,401         97,154
     Depreciation                                                             750             7,598           2,925          9,737
------------------------------------------------------------------------------------------------------------------------------------
        TOTAL SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                418,656         1,056,120         789,366      4,108,794
------------------------------------------------------------------------------------------------------------------------------------

OTHER INCOME (LOSS)                                                             -             5,665               -         (5,200)
------------------------------------------------------------------------------------------------------------------------------------

LOSS FROM CONTINUING OPERATIONS                                          (403,084)         (948,864)       (638,153)    (3,894,032)
------------------------------------------------------------------------------------------------------------------------------------
DISCONTINUED OPERATIONS, NET OF INCOME TAXES
     Loss from discontinued operations, net of income taxes of $0               -                 -          74,840        330,091
     Loss on disposal of 20% owned equity investment                            -                 -               -        261,000
     Loss from discontinued operations, attributable to minority interests      -                 -        (534,782)      (507,011)
     Estimated loss on disposition, net of income taxes of $0                   -                 -             906      2,162,428
------------------------------------------------------------------------------------------------------------------------------------
LOSS FROM DISCONTINUED OPERATIONS                                               -                 -        (459,036)     2,246,508
------------------------------------------------------------------------------------------------------------------------------------
NET LOSS                                                               $ (403,084)       $ (948,864)     $ (179,117)  $ (6,140,540)
===================================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
     (PRIMARY AND FULLY DILUTED)                                       15,231,339        15,388,172       9,990,814      9,954,814
===================================================================================================================================

LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS BEFORE LOSS FROM
     DISCONTINUED OPERATIONS AND EXTRAORDINARY ITEMS
     (PRIMARY AND FULLY DILUTED)                                            (0.03)            (0.06)          (0.06)         (0.39)
===================================================================================================================================


LOSS PER COMMON SHARE (PRIMARY AND FULLY DILUTED)                           (0.03)            (0.06)          (0.02)         (0.62)
===================================================================================================================================
See accompanying notes.

</TABLE>







                                      F-3

<PAGE>

<TABLE>

<CAPTION>

 AMERICAN MILLENNIUM CORPORATION, INC.
(UNAUDITED)
 STATEMENTS OF CASH FLOWS                                                                            RESTATED
=================================================================================================================
<S>                                                                             <C>    <C>           <C>

 For the nine months ended April 30,                                                    1999           1998
-----------------------------------------------------------------------------------------------------------------
 CASH FLOWS FROM OPERATING ACTIVITIES:
             Net loss                                                                  $ (948,864)  $ (6,140,540)
             Adjustments to reconcile net loss to net cash
                  used by operating activities:
                  Gain on asset dispositions                                                                   -
                  Depreciation and amortization                                             7,598          9,737
                  Loss attributable to minority interest                                        -        507,011
                  Loss from discontinued operations                                             -      2,181,059
                  Stock exchanged for compensation and services provided                  529,535      2,958,924
                  Loss on asset disposition                                                     -          5,200
             (Increase) decrease in assets:
                  Accounts receivable                                                     (28,955)       (65,138)
                  Inventory                                                               (10,344)             -
                  Net current assets of discontinued operations                                 -       (398,244)
                  Prepaid expenses                                                        (23,247)       (56,009)
                  Employee advances                                                        65,921        (10,000)
                  Other assets                                                               (500)        (7,717)
             Increase (decrease) in liabilities:
                  Accounts payable                                                         36,471        118,984
                  Net current liabilities of discontinued operations                            -        362,583
                  Accrued expenses and other liabilities                                  155,132         11,502
-----------------------------------------------------------------------------------------------------------------
                 NET CASH USED BY OPERATING ACTIVITIES                                   (217,253)      (522,648)
-----------------------------------------------------------------------------------------------------------------

 CASH FLOWS FROM INVESTING ACTIVITIES:
 Disbursements
        Purchase of property, plant and equipment                                          (3,000)       (52,738)
        Other                                                                                   -         (8,037)
-----------------------------------------------------------------------------------------------------------------
             DISBURSEMENTS FROM INVESTING ACTIVITIES                                       (3,000)       (60,775)
-----------------------------------------------------------------------------------------------------------------
                  NET CASH USED BY INVESTING ACTIVITIES                                    (3,000)       (60,775)
-----------------------------------------------------------------------------------------------------------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
 Receipts
        Sale of common stock                                                              100,000         70,740
        Sale of common stock to minority interests                                              -        394,059
        Capital lease for equipment                                                             -         37,933
        Proceeds from note payable                                                         19,300         55,000
        Proceeds from advances from officer                                                29,600              -
        Proceeds from related parties                                                      75,600         53,577
-----------------------------------------------------------------------------------------------------------------
             RECEIPTS FROM FINANCING ACTIVITIES                                           224,500        611,309
-----------------------------------------------------------------------------------------------------------------
 Disbursements
        Payments on capital lease for equipment                                                 -        (14,589)
        Payments on notes payable to stockholders/officers                                 (4,831)        (1,500)
-----------------------------------------------------------------------------------------------------------------
             DISBURSEMENTS FROM FINANCING ACTIVITIES                                       (4,831)       (16,089)
-----------------------------------------------------------------------------------------------------------------
                 NET CASH PROVIDED BY FINANCING ACTIVITIES                                219,669        595,220
-----------------------------------------------------------------------------------------------------------------

 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                                             (584)        11,797

 CASH  AND EQUIVALENTS - BEGINNING                                                          1,176            536
-----------------------------------------------------------------------------------------------------------------

 CASH AND EQUIVALENTS  - ENDING                                                        $      592   $     12,333
=================================================================================================================
 SUPPLEMENTAL DISCLOSURES:
        Common stock issued for acquisition of net assets of consolidated subsidiaries $      -     $  1,454,778
        Common stock issued for acquisition of property, plant and equipment           $      -     $     88,715
        Common stock issued for acquisition of 20% owned subsidiary                    $      -     $     49,215
        Common stock issued to extinguish partial debt due to officer                  $   19,300   $        -
        Common stock issued to extinguish note payable                                 $   19,300   $        -
        Common stock issued to extinguish debt due to related party                    $   75,600   $     49,215
=================================================================================================================
 See accompanying notes.

</TABLE>


                                      F-4

<PAGE>


NOTE 1.  BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business
--------

American Millennium Corporation, Inc. f/k/a Energy Optics, Inc. (Company), a New
Mexico corporation,  was organized in 1979 and has provided engineering services
relating to research and  development  activities for outside parties as well as
internal product development.

A controlling  interest (79.3%) of American Millennium  Corporation,  a Delaware
corporation,  was acquired in October 1997.  The  remaining  interest in AMC was
acquired  under an  Agreement  and Plan of Merger  dated May 27,  1998,  and the
companies merged, with the parent as the surviving corporation.  Upon completion
of the merger, the Company changed its name to American Millennium  Corporation,
Inc.

Since the merger,  operations have been focused  primarily on digital,  wireless
and wireline communications business.

Basis of Presentation
---------------------

The financial information presented has been prepared from the books and records
without audit. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of the financial
information for the periods indicated, have been included.

Cash and Cash Equivalents
-------------------------

The  Company  considers  all highly  liquid  debt  instruments  with an original
maturity of three months or less at the date of purchase to be cash equivalents.

Inventory
---------

Inventory is carried at cost,  and consists of hardware and other  materials for
on-site product installation.

Prepaid Expenses
----------------

Prepaid expenses consist of the following:

         Legal Fees                 $  9,960
         Consulting Fees              54,162
                                    --------
                                    $ 64,122
                                    ========
Property and Equipment
----------------------

Equipment,  furniture and fixtures are stated at cost. Depreciation of equipment
and leasehold improvements are provided over estimated useful lives ranging from
five years to seven years,  using the  straight-line  method.  Expenditures  for
maintenance and repairs are charged to expense as incurred.  Major  improvements
are capitalized.

Income Taxes
------------

Income taxes are  computed  under the  provisions  of the  Financial  Accounting
Standards  Board  (FASB)  Statement  No. 109 (SFAS 109),  Accounting  for Income
Taxes. SFAS 109 is an asset and liability approach that requires the recognition
of deferred tax assets and liabilities for the expected future tax  consequences
of the difference in events that have been recognized in the Company's financial
statements compared to the tax returns.

                                      F-5


<PAGE>


NOTE 1.  BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (CONTINUED)

Investment Tax and Research Tax Credits
---------------------------------------

Investment tax and research tax credits will be recognized as a reduction of the
provision for income taxes in the year in which utilized.

Concentrations of Credit Risk and Economic Dependence
-----------------------------------------------------

The Company operates in the continental  United States. The Company's ability to
collect the amounts due from customers may be affected by economic fluctuations.
The Company is economically dependent on ORBCOMM USA, L.P. (ORBCOMM) for whom it
is a value-added reseller.  ORBCOMM provides satellite service for the Company's
tracking devices.

Use of Estimates
----------------

The process of preparing  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires the use of estimates and  assumptions
regarding certain types of assets,  liabilities,  revenues,  and expenses.  Such
estimates  primarily relate to unsettled  transactions and events as of the date
of the financial statements.  Accordingly,  upon settlement,  actual results may
differ from estimated amounts.

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.

Research and Development Costs
------------------------------

Research and development costs are expensed as incurred.

Advertising costs
-----------------

Advertising costs are expensed as incurred.

Basic Net Loss Per Common Share
-------------------------------

Basic net loss per common  share is  computed  by  dividing  the net loss by the
average number of common shares outstanding during each period.  Available stock
options at April 30,1999,  were  anti-dilutive  and not considered  common stock
equivalents for purposes of computing loss per common share.

Impairment of Long-Lived Assets
-------------------------------

During the fiscal year ended July 31, 1998,  the Company  adopted FASB Statement
No. 121 (SFAS 121),  "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived  Assets to Be Disposed Of". SFAS 121 requires that impairment  losses
are to be recorded when  long-lived  assets to be held and used are reviewed for
impairment whenever events or changes in circumstances indicate that the related
carrying  amount may not be  recoverable.  When required,  impairment  losses on
assets to be held and used are recognized  based on the fair value of the asset.
Long-lived  assets to be  disposed  of,  if any,  are  reported  at the lower of
carrying amount or fair value less cost to sell.


                                      F-6

<PAGE>



NOTE 2.  ACCRUED EXPENSES

Accrued expenses and other liabilities consisted of the following:

          Professional fees                          $  48,364
          Consulting services - officers               266,404
                                                       -------
                                                     $ 314,768
                                                     =========

NOTE 3.  RELATED PARTY TRANSACTIONS

An officer of the Company  advanced  funds to the  Company and paid  expenses on
behalf of the Company.  On April 30, 1999,  the Company  issued 50,000 shares of
restricted   common   stock  with  a  recorded   value  of  $19,300  as  partial
extinguishment  of amounts  owed the  officer.  (See Note 4.) The balance due to
this officer at April 30, 1999, was $56,646.

Parties  related by virtue of common control made advances to, and paid expenses
on behalf of, the Company.  On April 30, 1999, the Company issued 200,000 shares
of  restricted  common stock with a recorded  value of $77,200 to an assignee of
the related  party in  repayment of these  advances.  (See Note 4.) There was no
outstanding balance due to this related party at April 30,1999.

On April 13, 1999, the Company issued 400,000 of common stock valued at $43,725,
pursuant to an S-8  registration,  to officers  and  directors of the Company as
compensation for profession services.  Additionally,  the Company issued 300,000
shares of restricted  common stock with a recorded  value of $23,188 to officers
and directors for services  rendered  beyond the normal course of business.  See
Note 4.

On February 17, 1999, the Company issued 1,250,000  shares of restricted  common
stock with a recorded  value of $84,313 to officers  and  directors,  as per the
Employee Stock  Incentive  Plan adopted  January 26, 1999. On March 9, 1999, the
Company issued  500,000 shares of restricted  common stock with a recorded value
of $35,500 to an officer and director, as per the Employee Stock Incentive Plan.

The long-term  note payable to an officer for $20,500 is unsecured,  due on June
23, 2000,  and provides for annual  interest at 8%. No interest has been accrued
on this note.

NOTE 4.  COMMON STOCK

Stock Issued for Services
-------------------------

During the period,  the Company  issued  common  stock  pursuant to a Consultant
Services  Plan. The Plan is not subject to any of the provisions of the Employee
Retirement  Income  Security Act of 1974 and is not qualified  under Sec. 401 of
the Internal Revenue Code of 1986, as amended.  Forms S-8 were filed on February
17, 1999, and May 18, 1999, with the Securities and Exchange Commission relative
to such  issuances of stock.  Shares have been  recorded  using the lower of the
average  price on the date issued or maximum  offering  price  unless  otherwise
stated.

Pursuant to these S-8 registrations, the Company issued 150,000 shares of common
stock,  valued at $53,250 on February 16, 1999, for  compensation for consulting
services.  On May 18, 1999, officers and directors were issued 400,000 shares of
common stock,  with a recorded value of $43,725 for services  rendered and other
consultants  were  issued  37,500  shares of common  stock  valued at $9,938 for
professional services.



                                      F-7

<PAGE>


NOTE 4.  COMMON STOCK (CONTINUED)

On April 18, 1999 the Company issued  300,000 shares of common stock,  bearing a
legend  restricting the sale of said stock for a period of one year from date of
issuance,  with a recorded  value of  $23,188  to  officers  and  directors  for
services  rendered beyond the normal course of business.  The recorded value was
based on the average price of stock on the date issued.

Pursuant to a S-8 filed January 15, 1999,  the Company  issued 166,667 shares of
common stock,  with a recorded value of $87,052.00 for legal services  provided.
The value was based upon the average price on the dates of issue.

Employee Stock Incentive Plan
-----------------------------

On February 17, 1999, the Company issued 1,250,000 shares of common stock,  with
a recorded  value of $84,313 to officers  and  directors,  and 25,000  shares of
common stock,  with a recorded  value of $8,876 to employees.  Additionally,  on
March 9, 1999, the Company  issued 500,000 shares of restricted  common stock to
an officer of the Company.  The recorded value of this issuance was $35,500. The
stock bears a legend restricting the sale of said stock for a period of one year
from date of issuance and was issued as per the Employee  Stock  Incentive  Plan
adopted January 26, 1999.

Stock Issued for Extinguishment of Debt
---------------------------------------

On April 30, 1999 the company  issued 50,000  shares of common stock,  bearing a
legend  restricting the sale of said stock for a period of one year from date of
issuance,  for payment in full of a note payable.  The recorded value of $19,300
was based on the average price of the stock on the date issued.

On April 30, 1999, the Company  issued 50,000 shares of common stock,  bearing a
legend  restricting the sale of said stock for a period of one year from date of
issuance, with a recorded value of $19,300 as partial repayment of advances made
by an officer on behalf of the Company.

On April 30, 1999, the Company issued 200,000 shares of common stock,  bearing a
legend  restricting the sale of said stock for a period of one year from date of
issuance,  with a recorded  value of $77,200 to an assignee of a related  party.
These shares were issued as repayment of advances to the Company made by a party
related by virtue of common control.

NOTE 5.  STOCK OPTIONS

The Company had granted to Edward N. Laughlin,  former  president,  director and
majority  shareholder,  stock options in return for advancing working capital to
the Company and providing prior year bank loan guarantees. These options expired
April 5, 1999.

On February 12, 1999,  the Company  entered  into a  Consulting  Agreement  with
Wilson,  Lombard and Partner  (WLP).  WLP will furnish  various  services to the
Company including, but not necessarily limited to, acting as liaison between the
Company and its  shareholders,  advisor to the Company  with respect to existing
and potential  market-makers,  broker-dealers,  underwriters,  and investors, as
well as advisor to the Company and as liaison as regards  the  financial  media,
analysts, and other such members of the financial community.  Under the terms of
the  agreement,  WLP is to receive  remuneration  for  performance  of  services
including  options to purchase up to 200,000  shares of the common  stock of the
Company at an exercisable price of $.30 per share which shall be restricted from
sale for a period of one year.



                                      F-8


<PAGE>


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 incurred operating losses of
$948,864  and  $6,140,540  for the  periods  ending  April  30,  1999 and  1998,
respectively.  In addition,  the Company has used substantial working capital in
its operations.  As of April 30, 1999, current liabilities exceed current assets
by $511,115.

Management  plans to raise capital through a private  offering of stock..  Sales
are to be used to fund day-to-day operations and marketing activities related to
digital, wireless and wireline communications endeavors.

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. COMMITMENTS AND CONTENGENCIES

Rents and Leases
----------------

The Company moved its executive offices to Mount Dora, Florida in December 1998.
Under the terms of a sub-lease  agreement  dated  November  30, 1998 between the
Company and Terry Farms,  Inc.,  the Company is to occupy the Mount Dora offices
for a term of ten months  beginning  on the first day of December  1998 with the
monthly rent of $1,551.10.

NOTE 8.  CHANGE IN OFFICERS

On April 13, 1999,  Andrew F. Cauthen was appointed  president,  Chief Executive
Officer and director,  upon the  resignation  of Stephen  Watwood as CEO,  James
Statham as president and Terry G. Wigton as director and chief finance  officer.
Mr. Watwood will remain director and chairman of the board, and Mr. Statham will
remain  as  director.  Mr.  Wigton  was  appointed  executive  assistant  to the
president and director of multinational  business.  Renee C. Riegler resigned as
assistant treasurer, however, she will continue to serve as corporate secretary.

NOTE 9.  SUBSEQUENT EVENTS

On June 15, 1999,  the Company  announced  that the services of Wall Street West
Communications,  LLC had been  retained.  Wall  Street  West  (WSW) is a Denver,
Colorado  based  stock  research  firm,  holding  company,  and  corporate  news
information distributor. It is followed by more than 15,000 micro-cap investors,
according  to WSW.  WSW will  provide  the Company  with an  investor  awareness
campaign. WSW is being compensated by Potter Financial,  Inc., which is the firm
retained by AMCI to perform  investor  relations,  with the common  stock of the
Company.  The terms of that  compensation  are fully disclosed on the disclaimer
published by WSW on its website at www.wallstreetwest.com.

On May 25,  1999,  AMCI  announced  that it had  completed  installation  of its
satellite  communication  equipment for remote monitoring of three large natural
gas  compressors  for  Fort  Worth,  Texas  based  Cross  Timbers  Oil  Co.  The
compressors  are at a  remote  site  southeast  of  Ozone,  Texas  with  Hanover
Compressors  managing the monitoring  service for Cross  Timbers.  The satellite
unit "calls out" should any of the compressors fail or shut down. The message is
delivered  via the  ORBCOMM  system to the AMCI 24/7 call  center  which in turn
notifies Hanover that a shutdown has occurred.





                                      F-9

<PAGE>


NOTE 9.  SUBSEQUENT EVENTS (CONTINUED)

On May 14, 1999,  the Company  announced that it had completed  installation  of
five  satellite  monitoring  systems  for  Walsh  Engineering,  Inc.,  based  in
Farmington,  New  Mexico.  The  systems  were  installed  on  natural  gas  well
compressors  operated by Walsh on remote sites in Colorado  and New Mexico.  The
"subscriber communicator" on each compressor will be enable the site to call out
for alarm  events as well as receive  polls for current  status and  commands to
modify existing program functions.

On May 4, 1999,  the Company  authorized  to be issued to James A. Belknap 5,000
shares of the common stock of the company for technical  consulting  pursuant to
an S-8 registration filed on May 18, 1999.

The Company announced,  on May 4, 1999, that Hanover Compressor Co. has accepted
an AMCI proposal to provide  satellite  monitoring of 20 natural gas compressors
installed  on gas wells and  pipeline  stations.  AMCI has been  monitoring  two
remote gas well compressors for Hanover since March 3, 1999.  Current plans call
for the installation of equipment to monitor an additional 18 compressors within
60 days at various  sites  selected by  Hanover.  The 18  compressors  are being
monitored for Chevron Corp.








                                      F-10


<PAGE>


                           INDEX TO EXHIBITS



27.1     Financial Data Schedule