UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
                                   (Mark One)

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 For the fiscal year ended December 31, 2003.

|_|   TRANSITION REPORT UNDER SECITON 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

           For the transition period from ___________ to _____________

                         Commission file number: 0-31457

                    MILLENNIUM CAPITAL VENTURE HOLDINGS, INC.
                 (Name of small business issuer in its charter)

          DELAWARE                                             23-3048444
----------------------------------                        ----------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                               1 Place Ville-Marie
                                   Suite 2821
                                  Montreal, Qc
                                     H3B 4R4

               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

                                Tel: 514-448-6710
                              --------------------
                           (Issuer's telephone number)

                    1000 de la Gauchetiere West, Suite 2400,
                            Montreal, Quebec H3B 4W5

          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

         Securities registered under Section 12(g) of the Exchange Act:

                    Common Stock, $.0001 par value per share

                                (Title of class)
<PAGE>

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

|_|Yes  |X|  No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

State issuer's revenues for its most recent fiscal year: $-0-

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.):

$92,500 There presently is no public market for the Registrant's common equity.
The aggregate market value provided is based on the last price at which the
Company sold its shares

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

      (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST 5 YEARS)

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

|_| Yes |_| No

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 6,850,000 as of March 14, 2004.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g. Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1990): None

Transitional Small Business Disclosure Format (Check one): |_| Yes |X|  No


                                        2
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                 <C>
PART I                                                                                              4

ITEM 1. DESCRIPTION OF BUSINESS                                                                     4

ITEM 2. DESCRIPTION OF PROPERTIES.                                                                  5

ITEM 3. LEGAL PROCEEDINGS                                                                           5

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                         5

PART II                                                                                             5

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                    5

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                   7

ITEM 7. FINANCIAL STATEMENTS                                                                        9

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE        10

PART III                                                                                            11

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH               11
SECTION 16(A) OF THE EXCHANGE ACT 16

ITEM 10. EXECUTIVE COMPENSATION                                                                     12

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                             12

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                             12

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                                           13

ITEM 14. CONTROLS AND PROCEDURES                                                                    14

SIGNATURES                                                                                          14
</TABLE>


                                        3
<PAGE>

                                     PART I

Forward-Looking Statements

This Form 10-KSB annual report may contain certain "forward-looking" statements
as such term is defined in the Private Securities Litigation Reform Act of 1995
or by the Securities and Exchange Commission in its rules, regulations and/or
releases, which represent our expectations or beliefs, including but not limited
to, statements concerning our operations, economic performance, financial
condition, growth and acquisition strategies, investments, and future
operational plans. For this purpose, any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may", "will", "expect", "believe", "anticipate", "intend", "could", "estimate",
"might", or "continue" or the negative or other variations thereof or comparable
terminology are intended to identify forward-looking statements. These
statements by their nature involve substantial risks and uncertainties, certain
of which are beyond our control, and actual results may differ materially
depending on a variety of important facts, including but not limited to those
risk factors discussed herein below.

ITEM 1. DESCRIPTION OF BUSINESS

General Description and Development of Business

Unless otherwise noted, all dollar references are in U.S. Dollars.

On June 2, 2000, Millennium Capital Venture Holdings Inc. was incorporated under
the laws of the State of Delaware. On June 26, 2001, the sole shareholder of
Millennium sold its shares to Bruno Desmarais, who thus became the sole
shareholder, officer and director of Millennium. Mr. Desmarais commenced looking
for an acquisition candidate for Millennium.

On February 4, 2005, Mr. Andre St-Arnaud, Mr. Nil Lapointe, Mr. Mario Drolet and
Mr. Bruno Desmarais resigned as Directors and Officers of Millennium Capital
Venture Holdings Inc.

Mr. Francis Mailhot has been nominated and appointed as a Director and as
President and CEO of Millennium Capital Venture Holdings Inc. Millennium's
principal executive office is currently located at1 Place Ville-Marie Suite 2821
Montreal, Quebec H3B 4R4, Canada. H2M 1T8. The telephone number is 514-448-6710.

General Business Plan

Millennium was formed to seek, investigate and, if such investigation warranted,
acquire an interest in business opportunities presented to it by persons or
firms who or which desire to seek the perceived advantages of an Exchange Act
registered corporation

On March 24, 2003, Millennium acquired all of the issued and outstanding shares
of Mada Multimedia Inc., a Quebec corporation ("Mada"). Mada is in the business
of designing, producing and marketing multimedia applications in the financial
education sector. Mada also offers training courses and simulations in the stock
trading sector. In connection with the acquisition, Millennium's largest
shareholder, and its President and member of the Board of Directors, Mr. Bruno
Desmarais, granted Mada's sole shareholder, Mario Drolet, an option to purchase
2,000,000 shares of Millennium owned by Mr. Desmarais for $350,000. Pursuant to
the Share Purchase Agreement, Mr. Drolet may appoint two individuals to
Millennium's Board of Directors. As of the date of this filing, Mr. Drolet has
not made either of such appointments. Millennium purchased Mada for $1,000.

Millennium conducted a private placement of common stock during the first
quarter of 2003 in which a total of $42,500 was raised from the sale of 850,000
shares. The funds from this offering were used for ongoing operations of
Millennium

Millennium's business operations were currently conducted through its
wholly-owned subsidiary, Mada. Millennium was specifically formed for the
purpose of acquiring and holding an operating company.

Millennium is still acquiring and holding an operating company.


                                       4
<PAGE>

Employees

Millennium has no full-time or part-time employees.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company has no properties and at this time has no agreements to acquire any
properties. The Company currently uses the offices of management at no cost to
the Company.

ITEM 3. LEGAL PROCEEDINGS.

There is no litigation pending or threatened by or against the Company.

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

Not Applicable.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

There is currently no public market for the Company's securities. The Company
intends to file a registration statement with the Securities and Exchange
Commission (the "SEC") on Form SB-2 to register certain of its issued and
outstanding shares. Following such registration statement being deemed effective
by the SEC, the Company will file an application with the National Association
of Securities Dealers requesting approval of quotation of its securities on the
OTC/BB. The Company intends to file the SB-2 Registration Statement during April
2003.

There are currently 46 stockholders of the Company's outstanding common stock.

Since the Company's date of inception on June 2, 2000, the Company has sold
securities which were not registered under the Securities Act of 1933, as
follows:

NUMBER OF DATE NAME SHARES CONSIDERATION -

<TABLE>
<CAPTION>
Date                          Name                                        Shares               Consideration
<S>                           <C>                                         <C>                  <C>
June 2, 2000                  DotCom Internet Ventures Ltd. (1)           5,000,000            $500.00
</TABLE>

Mr. Tay, the president and sole director of Millennium as at June 2, 2000 was
the sole director and controlling shareholder of DotCom Internet Ventures Ltd.
The shares issued to DotCom Internet Ventures Ltd. were in return for services
provided to Millennium by DotCom Internet Ventures Ltd., in lieu of cash. Such
services were valued at $500 and consisted of incorporation and organization of
the corporation. With respect to the stock issued to DotCom Internet Ventures
Ltd., Millennium relied upon Section 4(2) of the Securities Act of 1933, as
amended and Rule 506 promulgated thereunder. No shares of this offering were
offered to any other person or entity. The manner of the solicitation was done
internally due to the fact that at that time Mr. Tay was the controlling person
of both Millennium and DotCom Internet Ventures Ltd. All information pertaining
to Millennium was available to DotCom Internet Ventures Ltd. due to the


                                       5
<PAGE>

positions held by Mr. Tay. On June 26, 2001, DotCom Internet Ventures Ltd. sold
its 5,000,000 shares to Mr. Bruno Desmarais, the past officer and director of
Millennium. No underwriting discounts, commissions, finder's fees or other
expenses were paid in connection with this sale of stock.

In April 2002, Millennium issued 1,000,000 shares of its common stock to eight
(8) consultants that provided actual services to Millennium, which were valued
at $0.10 per share. The consultants and the services that they provided are
identified as follows:

Marie Josee Bellefeuille provided almost 500 hours of secretarial work for
Millennium. Ms. Bellefeuille's duties included reviewing, correcting, and
composing all material and correspondence sent by Mr. Desmarais and to follow up
with all reports. Ms. Bellefeuille billed her time at $15.00 per hour and thus
here services were valued at $7,283.40. Each share was valued at $0.10 per share
or 72,834 shares.

Benoit Beaudin provided marketing, packaging and distribution on Mada's software
and as provided advice as to how to market, build and distribute the software
and provided significant contacts. Mr. Beaudin's services were bill at $250 per
hour, resulting in the issuance of 135,649 shares at $0.10 per share.

Christian St- Arnault assisted the company in the logistics relating to moving
into new headquarters, he as arranged for manual labor, such as painting,
plastering, installation of fixture, floor, and plumbing. Mr. St-Arnault also
provided $2,500 worth of raw materials. Mr. St. Arnault's services were billed
at $45 per hour for a total value of $5,809.70 and resulted in the issuance of
58,097 shares.

Andre St. Arnaud acted as consultant for Millennium with regards to public
markets and marketing strategies. Mr. St-Arnault also provided contacts with
U.S. and Canadian brokers. Mr. St. Arnault's services were billed at $75 per
hour for a total of $9,600, result in the issuance of 96,000 shares.

Nil Lapointe acted as a consultant for Millennium developing different aspects
of marketing, computer technology, design, production, strategy and sales. Mr.
Lapionte's services were billed at $175 per hour for a total of $14,998,
resulting in the issuance of 149,980 shares.

Normand Vidal worked as a consultant and programmer for Mada, helping to build,
design, modernize and test the software. Mr. Vidal's services were billed at
$125 per hour for a total of $18,740, resulting in the issuance of 187,440
shares.

Mr. W. Scott Lawler provided legal services related to U.S. securities law
valued at $15,000 at $175 per hour resulting in the issuance of 150,000 shares.

Mr. Richard St-Julien provided various consulting services and legal services
related to Canadian law valued at $15,000 resulting in the issuance of 150,000
shares.

The shares were issued pursuant to exemptions provided by Section 4(2) of the
Securities Act and Regulations D and S promulgated by the Securities and
Exchange Commission thereunder. There were a total of eight (8) individuals that
were offered shares under this offering. All offerees had close business and/or
personal relationships with Millennium or its prior President, Mr. Bruno
Desmarais. Each offeree was provided access to Millennium's financial statements
and any other information that they deemed relevant or necessary in making their
respective decision to accept shares of common stock in exchange for services.
Each offeree was deemed to have the financial or business experience necessary
to evaluate the risks of their investment in Millennium. Two (2) of the
offerees, Mr. Andre St. Arnaud and Mr. LaPointe, became members of Millennium's
Board of Directors almost immediately following the issuance of these shares.
Two (2) of the offerees, Mr. St. Julien and Mr. Lawler, are legal counsel for
Millennium. No commissions or finders fees were paid by Millennium in connection
with the sale of these shares.

Since becoming Millennium's major shareholder in June 2001, Mr. Bruno Desmarais
has loaned an aggregate of $7,010 to Millennium, which is carried on
Millennium's financial statements as a shareholder's loan. This loan has been
made without the execution of any loan agreement or other document and currently
has no repayment terms or terms regarding accrual of interest. This loan is also
unsecured.


                                       6
<PAGE>

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

The Company has never paid a cash dividend on its Common Stock and has no
present intention to declare or pay cash dividends on the Common Stock in the
foreseeable future. The Company intends to retain any earnings which it may
realize in the foreseeable future to finance its operations. Future dividends,
if any, will depend on earnings, financing requirements and other factors.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the Notes thereto
appearing elsewhere herein.

Results of Operations - June 2, 2000 (Inception) through December 31, 2002. The
Company had entered into an agreement with DotCom Internet Ventures Ltd., who
was at that time a shareholder of the Company, to supervise the search for
target companies as potential candidates for a business combination. The
agreement was to continue until such time as the Company had effected a business
combination. DotCom Internet Ventures Ltd. had agreed to pay all expenses of the
Company until such time as a business combination was effected, without
repayment. William Tay, the sole officer and director of the Company and the
sole officer and director of DotCom Internet Ventures Ltd., resigned on June 26,
2001. At that time the Company was in negotiation to acquire a target company,
Hub Corporation. Mr. Bruno Desmarais, who was appointed as sole officer and
director of the Company on June 27, 2001 was negotiating the transaction with
Hub. Mr. Tay sold his share position to Mr. Desmarais and the contract with
DotCom International Ventures Ltd. was cancelled. The Company was unable to
conclude a transaction with Hub Corporation and continued the review potential
candidates for a business combination. Subsequent to the year ended 2002, the
Company has negotiated a business combination with Mada Multimedia Inc.

The Company is considered to be in the development stage as defined in Statement
of Financial Accounting Standards No. 7. There have been no operations since
incorporation.

..The Company has 6,850,000 shares of its Common Stock outstanding. The Company
has no operating history and no material assets. As at December 31, 2003, the
Company had $-0- in cash and $-0 as at December 31, 2002.

Plan of Operation.

The following plan of operation for the company covers the twelve (12) month
period commencing from the date of this annual report.

As of August 2001, Mr. Desmarais, who at the time was the Company's sole officer
and director and who is as of the date of the filing of this amended report the
Company's largest shareholder, agreed to lend the Company funds that may be
necessary for its operations during the next twelve (12) month period. It is
expected that such requirements will not exceed $50,000. The Company has no
other sources of financing or means of meeting its cash requirements.


                                       7
<PAGE>

The Company has no intention of conducting product research and development,
purchasing any plant or significant equipment or making any significant changes
in the number of employees during the next twelve (12) month period. If the
Company is successful in achieving its financing plans for its newly acquired
subsidiary, Mada Multimedia Inc., the Company would anticipate that up to 2
employees will be hired to assist in the operations of Mada Multimedia. As of
the date of this annual report, there is no basis to believe that such financing
will be achieved at any time.

Off-Balance Sheet Arrangements.

The Company, as of the original date of this report and as of the date that this
amended report is filed with the SEC, has no off-balance sheet arrangements.


                                       8
<PAGE>

ITEM 7. FINANCIAL STATEMENTS.

                        MILLENNIUM CAPITAL HOLDINGS, INC.

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
<PAGE>

                        MILLENNIUM CAPITAL HOLDINGS, INC.
                              FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

                                TABLE OF CONTENTS

Report of Independent Auditors                                                 1

Balance Sheet                                                                  2

Statement of Operations                                                        3

Statement of Cash Flows                                                        4

Statement of Stockholders' Equity                                              5

Notes to Financial Statements                                              6 - 7

<PAGE>

Schwartz Levitsky Feldman LLP
COMPTABLES AGREES
CHARTERED ACCOUNTANTS
MONTREAL, TORONTO, OTTAWA

REPORT OF INDEPENDENT AUDITORS

To the Stockholders of
Millennium Capital Holdings, Inc.
(A Development Stage Company)

We have audited the balance sheets of Millennium Capital Holdings, Inc. (A
Development Stage Company) as at December 31, 2003 and the statements of
operations and stockholders' equity and cash flows for the years then ended.
These financial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board in the United States. Those standards require that we
plan and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Millennium Capital Holdings,
Inc. as at December 31, 2003 and the results of its operations and its cash
flows for each of the year ended December 31, 2003, in conformity with generally
accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the company
will continue as a going concern. As discussed in note 1 to the financial
statements, the company was only recently formed, has no revenue and has not yet
commenced any formal business operations. This factor raises substantial doubt
about the company's ability to continue as a going concern. Management's plans
in regard to these matters are also discussed in note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

The financial statements as at December 31, 2002 and for the year then ended
were audited by other auditors, who expressed an opinion without reservation on
the statements in their report dated April 12, 2003.


                                               /s/ Schwartz Levitsky Feldman LLP
Montreal, Quebec                               ---------------------------------
February 15, 2005                              Chartered Accountants
<PAGE>

MILLENNIUM CAPITAL HOLDINGS, INC.

(A Development Stage Company)

Balance Sheet

As at December 31, 2003 and December 31, 2002
                                                                          Page 2
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                            2003                2002
                                                        ---------------    ---------------
<S>                                                     <C>                <C>
ASSETS

Current
    Cash                                                $            --    $            --
                                                        ===============    ===============

LIABILITIES

Current
    Bank indebtedness                                   $            --    $            63
    Accounts payable                                    $         5,000    $        13,821
                                                        ---------------    ---------------
    Income taxes                                                     --                 90
    Shareholder's loan                                               --              7,010
                                                        ---------------    ---------------
                                                                  5,000             20,984
                                                        ---------------    ---------------
STOCKHOLDERS' DEFICIT

Capital stock                                                       685                600
Additional paid in capital                                      142,315             99,900
Accumulated deficit                                            (148,000)          (121,484)
                                                        ---------------    ---------------
Total stockholders' deficit                                      (5,000)           (20,984)
                                                        ---------------    ---------------
Total liabilities and stockholders' deficit             $            --    $            --
                                                        ===============    ===============
</TABLE>

Approved on behalf of the board:

_________________________________Director

_________________________________Director

The accompanying notes are an integral part of these financial statements
<PAGE>

MILLENNIUM CAPITAL HOLDINGS, INC. (A Development Stage Company)
Statement of Operations
For the Years Ended December 31, 2003, December 31, 2002 and From Inception

                                                                          Page 3
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          June 2, 2000
                                                                           (Inception)
                                                                                    to
                                                                           December 31,
                                              2003             2002              2003
                                           ------------    ------------    ------------
<S>                                        <C>             <C>             <C>
Revenue                                    $         --    $         --    $         --
                                           ------------    ------------    ------------
Operating expenses
    Professional fees                            25,122          34,439          59,561
    Consultants fees                                 --          71,909          71,909
    Other expenses                               15,047          14,546          30,093
                                           ------------    ------------    ------------
                                                 40,169         120,894         161,563
                                           ------------    ------------    ------------
Loss before other item and income taxes         (40,169)       (120,894)       (161,563)
    Gain on settlement of debt                   13,653              --          13,653
                                           ------------    ------------    ------------
Loss before income taxes                        (26,516)       (120,894)       (147,910)
    Income taxes                                     --              30              90
                                           ------------    ------------    ------------
Net loss                                   $    (26,516)   $   (120,924)   $      (148,
                                           ============    ============    ============

Net loss per common share                  $      (.004)   $      (.021)   $      (.022)
                                           ============    ============    ============
Weighted average number of common shares
used in calculation                           6,815,068       5,728,767       6,815,058
                                           ============    ============    ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>

MILLENNIUM CAPITAL HOLDINGS, INC.

(A Development Stage Company)

Statement of Cash Flows

For the Years Ended December 31, 2003, December 31, 2002 and From Inception

                                                                         Page 4
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 June 2, 2000
                                                                                  (Inception)
                                                                                      to
                                                                                 December 31,
                                                   2003            2002              2003
                                              -------------    -------------    -------------
<S>                                           <C>              <C>              <C>
Operating activities
    Net loss from continuing operations       $     (26,516)   $    (120,924)   $    (148,000)
                                              -------------    -------------    -------------
    Issue of common stock for service                42,500          100,000          143,000
    Income taxes                                        (90)              30               --
    Accounts payable                                 (8,821)          13,821            5,000
    Gain on settlement of debt                      (13,653)              --          (13,653)
                                              -------------    -------------    -------------
Net cash used in operating activities                (6,580)          (7,073)         (13,653)
                                              -------------    -------------    -------------
Financing activities
    Proceeds from settlement of debt                 13,653               --           13,653
    Stockholder's loan                               (7,010)           7,010               --
                                              -------------    -------------    -------------
Net cash provided by financing activities             6,643            7,010           13,653
                                              -------------    -------------    -------------
Net increase (decrease) in cash and cash                 63              (63)              --
equivalent
Cash and cash equivalent, beginning of year             (63)              --               --
                                              -------------    -------------    -------------
Cash and cash equivalent, end of year         $          --    $         (63)   $          --
                                              =============    =============    =============
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>

MILLENNIUM CAPITAL HOLDINGS, INC.

(A Development Stage Company)

Statement of Stockholders' Equity

For the Year Ended December 31, 2003
                                                                         Page 5
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                  Common Stock                                        Total
                              ----------------------                                  ------
                                                       Additional
                                                       Paid in      Accumulated    Stockholders'
                               Shares       Amount     Capital      Deficit           Equity
                              ---------   ----------   ----------   ----------        ------
<S>                           <C>         <C>          <C>          <C>           <C>
At June 2, 2000               5,000,000   $      500   $       --   $       --    $      500

Net loss for the year 2000           --           --           --         (530)         (530)
                              ---------   ----------   ----------   ----------        ------

Balance, December 31, 2000    5,000,000          500           --         (530)          (30)

Net loss for the year 2001           --           --           --   $      (30)   $      (30)
                              ---------   ----------   ----------   ----------        ------

Balance, December 31, 2001    5,000,000          500           --          (560)          (60)

Issue of stock for
services                      1,000,000          100       99,900           --       100,000

Net loss for the year 2002           --           --           --      (120,924)     (120,924)
                              ---------   ----------   ----------   ----------        ------

Balance, December 31,2002     6,000,000          600       99,900     (121,484)      (20,984)

Issue of stock                  850,000           85       42,415           --        42,500

Net loss                             --           --           --      (26,516)      (26,516)
                              ---------   ----------   ----------   ----------        ------


Balance, December 31, 2003    6,850,000   $      685   $  142,315   $ (148,000)       $(5,00)
                              =========   ==========   ==========   ==========        ======
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>

MILLENNIUM CAPITAL HOLDINGS INC. (A Development Stage Company)

Notes to Financial Statements
December 31, 2003

                                                                        Page 6
--------------------------------------------------------------------------------

1. Summary of Significant Accounting Policies

Going Concern The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. However, the Company was only
recently formed, has incurred losses since its inception and has not yet been
successful in establishing profitable operations. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern.

In this regard, management is proposing to raise any necessary additional funds
not provided by operations through additional sales of its common stock. There
is no assurance that the Company will be successful in raising this additional
capital or achieving profitable operations. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.

Development Stage Company Millennium Capital Ventures Holdings, Inc. has been in
the development stage since its formation on June 2, 2000. Planned principal
operations have not commenced since then and the company has not generated any
revenue.

Financial Statement Presentation This summary of significant accounting policies
of Millennium Capital Ventures Holdings, Inc. is presented to assist in
understanding of the Company financial statements. The financial statements and
notes are representations of the Company's management who is responsible for
their integrity and objectivity. These accounting policies conform to U.S.
generally accepted accounting principles and have been consistently applied in
the preparation of the financial statements, which are stated in the U.S.
Dollars.

Organization and Business Operations Millennium Capital Ventures Holdings, Inc.
(the "Company") was incorporated in the State of Delaware on June 2, 2000 to
serve as a vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination with a domestic or foreign private
business. As of December 31, 2003, the Company did not commence any formal
business operations. Therefore, all the activities to date relate to the
Company's organization. The Company's fiscal year end is December 31.

The Company's ability to commence operations is contingent upon its ability to
identify a prospective target business and raise the capital it will require
through the issuance of equity securities, debt securities, bank borrowings or a
combination thereof.

Use of Estimates The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
<PAGE>

MILLENNIUM CAPITAL HOLDINGS INC.

(A Development Stage Company)

Notes to Financial Statements December 31, 2003

                                                                          Page 7
--------------------------------------------------------------------------------
1. Summary of significant accounting policies (continued)

Cash and Cash Equivalents For purposes of reporting the statement of cash flows,
cash and cash equivalents include highly liquid investments with maturity of
three months or less at the time of purchase.

Earnings (loss) Per Share Earnings (loss) per share of common stock is computed
by dividing the net loss by the weighted average number of common shares
outstanding during the year. Fully diluted earnings per share are not presented
because they are anti-dilutive.

Income Taxes The Company accounts for income taxes under the Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS
109"). Under SFAS 109, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. There were no current or
deferred income tax expense or benefits due to the fact that the Company did not
have any material operations for the period from June 2, 2000 (inception)
through December 31, 2003.

2. Stockholders' equity Authorized The Company is authorized to issue 20,000,000
shares of preferred stock at $0.0001 par value, with such designations, voting
and other rights and preferences as may be determined from time to time by the
Board of Directors. The Company did not issue any shares of its preferred stock
as of December 31,2003.

The Company is authorized to issue 100,000,000 shares of common stock at $0.0001
par value and the Company issued 5,000,000 shares of its common stock on June 2,
2000, pursuant to Rule 506 for an aggregate consideration of $ 500 in services.
Additionally, the company issued 1,000,000 shares on April 9, 2002 valued at
$0.10 each, for an aggregate consideration of $100,000 in settlement of
consultancy and administrative services and a further 850,000 shares valued at
$0.05 were issued for cash in January 2003.

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


                                       9
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

On March 31, 2003, the Board of Directors of Millennium dismissed Mr. Stan J.H.
Lee, CPA, as Millennium's independent auditors. Mr. Lee audited Millennium's
financial statements for the Company's two most recent fiscal years ended
December 31, 2001.

The report of Mr. Lee accompanying the audit for the Company's two most recent
fiscal years ended December 31, 2001 was not qualified or modified as to audit
scope or accounting principles. Such report however did contain an adverse going
concern opinion regarding the Company's operations.

During our two most recent fiscal years ended December 31, 2001, there were no
disagreements between the Company and Mr. Lee on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure; and no reportable events as such term is defined by paragraph (a)(1)
(iv) of Item 304 or Regulation S-B promulgated by the Securities and Exchange
Commission ("Regulation S-B") and no matters identified by Mr. Lee involving our
internal control structure or operations which was considered to be a material
weakness.

On March 31, 2003, the Board of Directors of Millennium appointed Grant Thornton
LLP as the Company's new independent accountants. During its two most recent
fiscal years ended December 31, 2001, the Company did not consult with Grant
Thornton regarding the application of accounting principles to a specified
transaction, either completed or proposed, or the type of opinion that might be
rendered regarding our financial statements, nor did the Company consult with
Grant Thornton with respect to any accounting disagreement or any reportable
event as such term is defined by paragraph (a) (1) (iv) of Item 304 of
Regulation S-B.

Effective on February 24, 2005, the Registrant declined to renew the engagement
of Stan J.H. Lee, CPA as the independent accountant engaged to audit the
financial statements of the Registrant and engaged Schwartz Levitsky Feldman LLP
as its new independent registered public accounting firm for fiscal year ending
December 31, 2004 and December 31, 2003.

Stan J.H. Lee, CPA performed the audit of the Registrant's financial statements
for year ending December 31, 2002. During this period and the subsequent interim
period prior to the Registrant declining to renew their engagement, there were
no disagreements with Stan J.H. Lee, CPA on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which disagreements if not resolved to Stan J.H. Lee, CPA's satisfaction would
have caused Stan J.H. Lee, CPA to make reference to this subject matter of the
disagreements in connection with Stan J.H. Lee, CPA's report, nor were there any
"reportable events" as such term is defined in Item 304(a)(3) of Regulation S-B,
promulgated under the Securities Exchange Act of 1934, as amended.

The Registrant determined that, although the registrant was very satisfied with
the quality of the audits prepared by Stan J.H. Lee, CPA, a new independent
certified public accountant would be in the best interests of the shareholders
of the Registrant. The decision to not to renew the engagement with Stan J.H.
Lee, CPA was approved by the Registrant's Board of Directors.

The audit reports of Stan J.H. Lee, CPA for the Registrant's year ending on
December 31, 2002 did not contain an adverse opinion, or a disclaimer of
opinion, or qualification or modification as to uncertainty, audit scope, or
accounting principles, other than the uncertainty that the Registrant might not
be able to operate as a going concern.

The Registrant has requested Stan J.H. Lee, CPA to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements made above by the Registrant. A copy of such letter is filed
as Exhibit 16.1 to this Form 8-K.


                                       10
<PAGE>

Effective on February 24, 2005 the Registrant has engaged Schwartz Levitsky
Feldman LLP as the new principal accountant to audit its financial statements.
The decision to engage Schwartz Levitsky Feldman LLP was approved by the
Registrant's Board of Directors.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

As of December 31, 2003, the Company had three Directors and one Officer as
follows:

Name                      Age         Positions and Offices Held
----                      ---         --------------------------

Bruno Desmarais           39          President, Secretary, Treasurer & Director

Nil Lapointe              49          Director

Andre St. Arnaud          57          Director

There are no agreements or understandings for the officer or director to resign
at the request of another person and the above-named officer and director is not
acting on behalf of nor will act at the direction of any other person.

Set forth below is the name of the director and officer of the Company, all
positions and offices with the Company held, the period during which he has
served as such, and the business experience during at least the last five years:

Mr. Bruno Desmarais has served as President, Chief Executive Officer,
Secretary-Treasurer and a member of the Board of Directors of the Company since
June 27, 2001. From 2001 to present, Mr. Desmarais has held the position of Vice
President of Sales (Quebec) for the Guardian Group of Funds. From 2000 to 2001,
Mr. Desmarais was Director of Sales for the Templeton Fund. From 1999 to 2000,
Mr. Desmarais was Director of Sales for the Guardian Group of Funds. From 1998
to 1999 he was Financial Advisor at FNB. Previously Mr. Desmarais was a trader
the Montreal securities exchange for 12 years. Mr. Desmarais received his B.A.
in Finance from Montreal University in 1985 and his MBA from the Ecole des
Hautes Etudes Commerciales (management school) in Montreal. He lectures on
Canadian securities and on derivatives at the Montreal Institute of Derivatives.

Nil LaPointe, has served as a Director since May 9, 2002. Mr. LaPointe has been
a self-employed financial services consultant from 1999 to present. From 1996 to
1999, Mr. LaPointe was a broker with PFFL. Mr. LaPointe presently lives in
Montreal, Quebec. He holds a B.A. in Agriculture from Laval University.

Andre St. Arnaud, has been a Director since May 9, 2002. Since 1992, Mr. St.
Arnaud has been a supervisor with Industriotec, which is a company that designs,
builds and installs plumbing and electrical devices. Previously, Mr. Arnaud was
a trader with the Montreal Stock Exchange. Mr. Arnaud resides in Montreal,
Quebec.

As of the date of the filing of this report, the Company has not adopted a code
of ethics that applies to its principal executive officer, principal financial
officer, principal accounting officer or controller or persons performing
similar functions. The Company intends to prepare such a code of ethics and
present it to its Board of Directors for adoption during the second quarter of
fiscal year 2003. Upon adoption, the Company will file a copy of its code of
ethics with the Securities and Exchange Commission as an exhibit to its annual
report for the year ending December 31, 2003.


                                       11
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

No employment compensation has ever been paid or anticipated to be paid by the
Company. The Company has no understandings or agreements, preliminary or
otherwise, in regard to executive compensation. Its sole director and officer,
Mr. Bruno Desmarais, does not receive any compensation for his duties. As of the
date of this filing, the Company has no funds available to pay officers and
directors.

The Company has no employment agreements with any persons. No retirement,
pension, profit sharing, stock option or insurance programs or other similar
programs have been adopted by the Company for the benefit of any employees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth each person known by the Company to be the
beneficial owner of five percent or more of the Company's Common Stock, all
directors individually and all directors and officers of the Company as a group
as of December 31, 2003. Except as noted, each person has sole voting and
investment power with respect to the shares shown.

<TABLE>
<CAPTION>
Name and Address                                   Amount of Beneficial Ownership            Percentage of Class
----------------                                   ------------------------------            -------------------
<S>                                                          <C>                                     <C>
Bruno Desmarais                                              5,000,000                               73%
9348 Basile Routhier
Montreal, Quebec H2M 1T8 President,
Sec/Treasurer, Director

Nil LaPointe                                                   234,314(1)                            3.4%
714 Des Cervidees
Montreal, Quebec JO1 1R0
Director

Andre St. Arnaud                                               323,911(2)                            4.7%
1021 Montee LaPierre
St. Antoine Sur Richelieu,
Quebec J01 1R0
Director
</TABLE>

(1) These shares are held in the name of Mr. LaPointe and his children Marie Eve
LaPointe, Pascal LaPointe and Annie LaPointe.

(2) These shares are held in the name Mr. St. Arnaud and his children Sylvain
St. Arnaud and Christian St. Arnaud.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On June 2, 2000, Millennium issued to 5,000,000 shares of its common stock to
DotCom Internet Ventures Ltd. in exchange for services rendered to Millennium
valued at $500. Mr. Tay, who at that time was the president and sole director of
Millennium, was the sole director and controlling shareholder of DotCom Internet
Ventures Ltd. Due to such relationships, DotCom Internet Ventures and Mr. Tay
are regarded as founders of Millennium. The services rendered to Millennium by
DotCom Internet Ventures consisted of the incorporation, organization and
formation of Millennium.


                                       12
<PAGE>

Since becoming Millennium's major shareholder in June 2001, Mr. Bruno Desmarais
has loaned an aggregate of $7,010 to Millennium, which is carried on
Millennium's financial statements as a shareholder's loan. This loan has been
made without the execution of any loan agreement or other document and currently
has no repayment terms or terms rgarding accrual of interest. This loan is also
unsecured.

On April 22, 2003, Millennium's President and sole member of the Board of
Directors, Mr. Bruno Desmarais, loaned to Millennium $1,000 to close the
acquisition of Mada Multimedia. This amount is included in the loan description
in the immediately preceding paragraph.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits.

(3.1) Certificate of Incorporation filed as an exhibit to the Company's
registration statement on Form 10-SB filed on September 5, 2000, and
incorporated herein by reference.

(3.2) Bylaws filed as an exhibit to the Company's registration statement on Form
10-SB filed on September 5, 2000, and incorporated herein by reference.

(3.3) Specimen Stock Certificate filed as an exhibit to the Company's
registration statement on Form 10-SB filed on September 5, 2000, and
incorporated herein by reference.

(10.1) Agreement with DotCom Internet Ventures Ltd. filed as an exhibit to the
Company's registration statement on Form 10-SB filed on September 5, 2000, and
incorporated herein by reference.

(10.2) Shareholder Agreement with DotCom Internet Ventures Ltd. filed as an
exhibit to the Company's registration statement on Form 10-SB filed on September
5, 2000, and incorporated herein by reference.

(10.3) Share Purchase Agreement between the Company, Bruno Desmarais, Mada
Multimedia Inc. and Mario Drolet filed as an exhibit to the Company's Annual
Report on Form 10-KSB on April 15, 2003, and incorporated herein by reference.

(23) Consent of independent auditors, Schwartz Levitsky Feldman LLP , filed
herewith.

(31.1) Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act.

(31.2) Certification of Principal Financial and Accounting Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act.

(32.1) Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act.

(32.2) Certification of Principal Financial and Accounting Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act.

(b) Reports on Form 8-K.

None.


                                       13
<PAGE>

Item 14. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
United States Securities and Exchange Commission rules and forms, and that such
information is accumulated and communicated to our management, including our
President and acting Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.

Within 90 days prior to the date of this report, we carried out an evaluation,
under the supervision and with the participation of our management, including
our President and acting Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon the foregoing, our President and our acting
Chief Financial Officer concluded that our disclosure controls and procedures
are effective in connection with the filing of this Annual Report on Form 10-KSB
for the year ended December 31, 2003.

There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation, including any significant deficiencies or material weaknesses of
internal controls that would require corrective action.

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

MILLENNIUM CAPITAL VENTURE HOLDINGS, INC.


DATE: March 14,2005                          /s/ Francis Mailhot
                                             -----------------------------------
                                             Francis Mailhot
                                             President, CEO and Chairman


DATE: March 14,2005                          /s/ Francis Mailhot
                                             -----------------------------------
                                             Francis Mailhot
                                             Chief Accounting Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated:


                                       14
<PAGE>

<TABLE>
<CAPTION>
Signature                                Title                                      Date
---------                                -----                                      ----
<S>                                      <C>                                        <C>
/s/ Francis Mailhot                      President, Chief Executive Officer,        March 14, 2005
---------------------                    Treasurer and Member
Francis Mailhot


/s/ Francis Mailhot                      Chief Accounting Officer                   March 14, 2005
---------------------
Francis Mailhot
</TABLE>


                                       15