UNITED STATES
                   U.S. SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549
                                 FORM 10-KSB


[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 2000

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from ______ to ______

         Commission file number:   0-25811


                      MILLENNIA AUTOMATED PRODUCTS, INC.
            -----------------------------------------------------
                (Name of Small Business Issuer in its charter)

            Nevada                                   88-0405735
          ----------                                -------------
  (State or other jurisdiction of                (I.R.S. employer
  incorporation or organization)                 identification number)


    236 S. Rainbow Bl., Suite 489, Las Vegas, Nevada       89128
    ------------------------------------------------     ----------
    (Address of principal executive offices)             (Zip Code)

                  Issuer's Telephone Number: (702) 363-0066
                                              ---------------

            Securities registered under Section 12(b) of the Act:

    Title of each class:          Name of each exchange on which registered:
           n/a                                       n/a
    --------------------           ----------------------------------------

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

                    Common Stock, par value $.001 per share
                 -------------------------------------------

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]

<PAGE> 1

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.)

     None (No public market exist for the Company's common stock.)

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

     As of December 31, 2000 the Company has issued and outstanding 200,600
     shares of common stock.

No documents have been incorporated by reference.

Transitional Small Business Disclosure Format:  Yes [ ]  No  [x]

<PAGE> 2

                                    PART I

Item 1.   Description of business..........................................4
Item 2.   Description of properties........................................9
Item 3.   Legal proceedings............................................... 9
Item 4.   Submission of matters to a vote of security holders............. 9

                                   PART II

Item 5.   Market for common equity and related stockholder matters........10
Item 6.   Management's discussion and analysis or plan of operations......10
Item 7.   Financial statements............................................11
Item 8.   Changes in and disagreements with accountants on
          accounting and financial disclosure.............................18

                                   PART III

Item 9.   Directors, executive officers, promoters and control persons,
          compliance with Section 16(a) of the Exchange Act...............18
Item 10.  Executive compensation..........................................20
Item 11.  Security ownership of certain beneficial owners and management..20
Item 12.  Certain relationships and related transactions..................21

                                   PART IV

Item 13.  Exhibits and reports on Form 8-K................................22

Signatures................................................................23



<PAGE> 3


                                 PART I


ITEM 1.  DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

     Millennia Automated Products, Inc.,(the "Company") is a development stage
company which was organized as a Nevada corporation on September 28, 1998.
The Company was organized for the purpose of providing vending services to the
Las Vegas and Southern Nevada area.  The Company conducted an offering
pursuant to the exemption provided for under Regulation D, Rule 504 of the
Securities Act of 1933 which closed in December 1998 with 100,600 shares sold
at $0.50 per share with gross proceeds of $50,300.  The offering was
registered with the State of Nevada.  The Company proceeds were utilized to
fund start up operations of its vending business.

PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKETS

     The Company's purpose is that of providing, servicing and maintaining
vending machines, mostly in the greater Las Vegas area.  To date the Company
has not succeeded in this business objective.  The Company will need
additional financing to pursue its current business objective.

     As an alternative, the Company is examining the possibility of acquiring
an interest in a different business opportunity.  Such acquisition of a
business opportunity could be made by merger, exchange of stock, or otherwise.
The Company has no source of capital. At the present time, the Company intends
to pursue its initial business purpose and has not identified any business
opportunity that it plans to pursue, nor has it reached any preliminary or
definitive agreements or understandings with any person concerning an
acquisition or merger. However, the Company is remaining open to other
options, and should an opportunity present itself, the Company will
investigate it thoroughly and proceed in a manner which it believes is in the
best interests of its shareholders.

     Management believes that it is possible, if not probable, for a company
like Millennia, without many assets or liabilities, to negotiate a merger or
acquisition with a viable private company.  The opportunity arises principally
because of the high legal and accounting fees and the length of time
associated with the registration process of "going public".  However, should
any of these conditions change, it is very possible that there would be little
or no economic value for anyone taking over control of the Company.

     The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgement.  There is no assurance that management will be able to
identify and acquire any business opportunity which will ultimately prove to
be beneficial to the Company and its stockholders.  Should a merger or
acquisition prove unsuccessful, it is possible management may decide not to
pursue further acquisition activities and management may abandon its
activities and the Company may become dormant or be dissolved.

     The Company's activities are subject to several significant risks which
arise primarily as a result of the fact that the Company may either

<PAGE> 4

      .     raise additional capital for a vending business which has not
            commenced successful operations with the funds previously
            available to it, or

      .     acquire or participate in a business opportunity based on the
            decision of management which will, in all probability, act without
            consent, vote, or approval of the stockholders.

    In the Company's analysis of a business opportunity, Management
anticipates it will consider, among other things, the following factors:

     (1)   Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;

     (2)   Management's perception of how any particular business opportunity
will be received by the investment community and by the Company's
stockholders;

     (3)   Capital requirements and anticipated availability of required
funds, to be provided to the Company or from operations, through the sale of
additional securities, through joint ventures or similar arrangements, or from
other sources;

     (4)   The extent to which the business opportunity can be advanced;

     (5)   Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;

     (6)   Strength and diversity of existing management, or management
prospect that are scheduled for recruitment;

     (7)   The cost of the Company's participation as compared to the
perceived tangible and intangible values and potential; and

     (8)   The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items.

     No one of the factors described above will be controlling in the
selection of a business opportunity.  Management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potentially available
business opportunities may occur in many different industries and at various
stages of development.  The task of comparative investigation and analysis of
business opportunities will be extremely difficult and complex.

AGREEMENT WITH SIERRA INVESTMENT ADVISORS

     In latter 1999, the Company entered into an agreement with Sierra
Investment Advisors ("Sierra").  Under its terms, Sierra was to provide
assistance in raising additional capital for the Company's business operations
as well as potential business opportunities for the Company.  Sierra has not
performed under the Agreement, and the Company is demanding return of its
$30,000.  To date, it has received only  small portion of that investment
back.


<PAGE> 5


METHODS OF DISTRIBUTION

     Presuming the Company is able to proceed with its initial business
purpose, the Company's business is dependent upon management's ability to
purchase, place and service quality vending machines. The Company is dependent
upon the experience of Ms. Bandley (formerly Ms. Stankiewicz), the Company's
vice president. Ms. Bandley has five years of experience owning and operating
85 vending machines in the Ft. Worth, Texas market. The company will look to
Ms. Bandley to translate her experience into the local and regional area of
southern Nevada to launch the Company's efforts at purchasing and placing
equipment.

     Management of the Company will generate leads with which the Company
intends to place machines. To date the Company does not have any clients.
The Company will also rely upon word-of-mouth advertising and referrals to
help establish a client base.

     Most advertising that will be utilized by the Company will come in the
type of machines used, presentation of the quality of products and their
freshness. The Company will use advertising provided freely by clients at
the location the machines will be placed, at no cost to the Company. Some
clients might provide a high visibility showcase spot for the Company's
machines and further expand the name of the Company to the public.

     The Company's main advertising campaign is anticipated to come
from personal contacts, brochures, and direct mail. The Company anticipates
advertising through direct mail after the Company has had time to study the
market and build a market profile.

     If the Company is not able to proceed with its vending business and
begins exploring other business options, it anticipate that business
opportunities will come to its attention from various sources, including
officers and directors,  stockholders, professional advisors such as attorneys
and accountants, securities broker-dealers, investment banking firms, venture
capitalists, members of the financial community and others who may present
unsolicited proposals.  Management expects that prior personal and business
relationships could also lead to contacts from various sources.

     Management will analyze the business opportunities; however, no member of
Management is a professional business analyst.   Management has had no
experience with mergers and acquisitions of business opportunities.
Management may rely on promoters or their affiliates, principal stockholders
or associates to assist in the investigation and selection of business
opportunities.

     Management may also hire an outside consultant, although no policies have
been adopted regarding use of such consultants or advisors. In fact, the
Company's first efforts to utilize an outside consultant for raising
additional capital for its vending business was not successful. However,
because of Managements limited experience, the Company may be forced to rely
on outside consultants in any transaction it contemplates.  Due to its limited
resources, it is likely that any such fee the Company agrees to pay would be
paid in stock and not in cash.  In addition, there is a possibility that the
amount of consultant fees may become a factor in negotiations related to a
business opportunity.


<PAGE> 6

     The Company does not anticipate entering into a merger or acquisition
transaction with any business with which its officers or directors are
currently affiliated.

     A decision to participate in a specific business opportunity may be made
upon Management's analysis of the quality of the business opportunity's
management and personnel, the anticipated acceptability of its new products or
marketing concept, the merit of its technological changes, the perceived
benefit that it will derive from becoming a publicly held entity, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria.

SUPPLIERS

     If the Company is able to raise additional capital to pursue its vending
business, it will acquire its candy from a number of sources. Its
principal suppliers are expected to be Sam's Club, as well as Price Costco
wholesale Distributors located in Las Vegas, Nevada. The Company has no
exclusive arrangements with any company and therefore, may obtain its products
from any source. Relationships have been established at executive levels
within the Company's suppliers in order to ensure quality products, contain
costs, and receive superior service.

COMPETITION

     If the Company is able to raise sufficient funding to commence purchasing
and placing vending machines on site, it anticipates competition from the
already well-established national vending /bottling distributor's such as, the
Pepsi-Cola Company, the Coca Cola Bottling Company of Las Vegas, Frito-Lay
Inc., and  from local based operations such as Horizon Vending Corporation,
Snac's Incorporated, Southwest Services, and Weymouth Distributing Company
Inc., who offer vending machines, bulk candy, service contacts, sales routes
and services similar to those of the Company. In this respect, the Company
plans to focus in three specific areas in which it believes it has an
advantage.

     The Company believes it would have three competitive advantages if is
able to actually commence operations in its chosen business:

    (A)    Service. The Company plans to introduce vending products that will
reflect the year 2000 -- machines in high traffic areas such as office
complexes, schools, apartment complexes, and local retail malls. This
marketing strategy will give the public both quality machines, with fresh
quality products, and the commitment to maintain every client.  The Company
will stay flexible by placing machines in all sectors of the market. By
placing the machines in high traffic areas, the Company's goal is to
stay flexible to the client's ideas and recognition of need for certain
products. The ability to offer a one on one consultation with the client
will be to the advantage of the Company.  By addressing the needs of each
individual client and working with them on a personal level, the Company
can provide for their specific needs. To provide further individualized
service, the client may choose to have a percentage of the proceeds of each
of the client's vending machines donated to the charitable organization of the
client's choosing.

    (B)    Quality. The Company realizes that the success of any business
is dependent upon the quality of its vending products. The Company believes
you get what you pay for.  By offering quality products and competitive

<PAGE> 7

prices, management believes it will increase business as well as the
profitability of the Company, and have an advantage over competitors by
rotating products and finding the types of products that work in that
vending area. The quality of products, their freshness and the rotation of
the products will insure the client's happiness and satisfaction.

    (C)    Efficiency. The Company feels that time and efficiency will be
an important factor to many potential clients. After receiving a contact
for the Company's services, the Client will receive quick placement of the
Company's machines with the freshest products available in the hopes that
it will enhance the relationship with its clients. The area of placement of
machines is a very important element of the success of an individual
location. The Company will advise the client as to the most productive area of
the client's environment for placement.  Management's biggest challenge, and
the determining factor of the success of the Company, will be the
productive placement of machines.

     Even if the Company elects to pursue an alternative business, it expects
to encounter substantial competition in its effort to locate attractive
opportunities.  Business development companies, venture capital partnerships
and corporations, venture capital affiliates of large industrial and financial
companies, small investment companies, and wealthy individuals will be the
Company's primary competition. Many of these entities will have significantly
greater experience, resources and managerial capabilities than the Company
and will be in a better position to obtain access to attractive business
opportunities.  The Company also will experience competition from other public
"blank check" companies, many of which may have more funds available.

SEASONALITY

     Management is not aware of any seasonality in the vending industry.

EMPLOYEES

     The Company currently has only two employees, its President, Kent
Evans and its Vice-President, Susan Bandley. Mr. Evans and Ms.
Bandley do not devote their full attention to the affairs of the
Company. As growth of the Company continues, additional employees will be
added when necessary.

CURRENT STATUS OF OPERATIONS

     Since inception, the Company's main operations consisted of locating
firms that sell and distribute bulk candy machines. Management has researched
different manufacturers, bulk candy products and product lines. Although
management has not yet ruled out the possibility of using additional types of
machines, it has determined from its research, that the Vendesign Four-in-One
Candy Carousel will best serve the needs of the Company and its future
clientele.

     Further, the Company has located a storage facility for future use when
it has purchased machines and has researched various bulk sale distributors
for the best candy assortment and pricing.  In order to provide the freshest
assortment possible, management will not purchase bulk candy until such time
as it has purchased used equipment and starts placing machines.

     The Company does not currently have any customers. However, when and if
machines are purchased and placed, the Company may be dependent upon on one or

<PAGE> 8

a few major customers as it grows its business. Over time, diversification of
clientele is anticipated.

     It is not necessary for the Company to operate under licensing, royalty,
concession or franchising agreements. Further, the Company does not operate
under labor contracts and does not anticipate doing so in the future. Until
such time as the Company's logo and name are considered to have significant
asset value to the Company, the Company does not plan to trademark its name or
logo.

     In June of 1999, the Company obtained both a local and state business
license and a resale permit number. No other governmental or regulatory body
approval is necessary for the Company to enter into and conduct business as
planned. Management of the Company does not anticipate that any future changes
in governmental regulations will affect its ability to conduct business.

     In October of 1999, the Company signed an engagement letter with Sierra
Nevada Advisors, Inc. to serve as Corporate Finance Advisor with regards to
issues of raising additional working capital, and or seeking strategic
acquisition candidates. Management entered into this agreement with Sierra in
the belief that the pursuit of its current business plan was inadequate and
the company must act diligently to preserve and build shareholder value.

    As of December 31, 1999 Sierra Nevada Advisors have not obtained
additional funds, nor introduced the Company to any potential acquisition
candidates.  The Company demanded a refund of funds for lack of performance.
Although Sierra indicated that it would return the $30,000 advance, to date it
has returned only $2,500.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company maintains a monthly rental with an organization from which
it rents an address/postal box and telephone answering service. The annual
rental on this space is $180 and includes the use of a small desk area. The
Company signed a lease agreement that commenced September 28, 1998 and
continues on a yearly basis. The Company has recently prepaid the rent
through July of 2000. The Company may discontinue its lease at its discretion.
Management plans in the start up stage of the business to utilize a portion
of its Vice-President's residence (5800 W. Charleston Ave., #1035, Las Vegas,
NV 89102) for storing of bulk candy inventory.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against the Company
has been threatened.  None of the Company's officers, directors, or
beneficial owners of 5% or more of the Company's outstanding securities is
a party adverse to the Company nor do any of the foregoing individuals have
a material interest adverse to the Company.

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

     The Company did not have any matters to submit for a shareholders vote in
the during 2000.

<PAGE> 9


                            PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     The Company has no public trading market for its common stock.
Although the Company intends to seek a quotation for its common shares on
the Over-the-Counter Bulletin Board in the future, there is no assurance
the Company will do so, nor is there any assurance that should the Company
succeed in obtaining a listing for its securities on the OTC Bulletin Board
or on some other exchange, that a trading market for the Company's stock
will develop. There are no outstanding options, warrants to purchase, or
securities convertible into common equity of the Company outstanding. The
Company has not agreed to register any shares of its common stock for any
shareholder.

STOCKHOLDERS

     The Company has 35 shareholders of record.

DIVIDENDS

     To date, the Company has not paid any dividends on its common stock.
The payment of dividends, if any, in the future rests within the discretion of
the Board of Directors and will depend upon the Company's earnings, its
capital requirements and financial condition, and other relevant factors.
The Board does not intend to declare any dividends in the foreseeable
future, but instead intends to retain all earnings, if any, for use in the
Company's business operations. Under Nevada Corporate Law, dividends may be
paid out of surplus or, in case there is no surplus, out of net profits for
the fiscal year in which the dividend is declared and/or the proceeding
fiscal year.

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

GENERAL

     The Company currently operates at 236 S. Rainbow Bl., Suite 489, Las
Vegas, Nevada 89128. The Company's principal business is providing vending
services to the greater Las Vegas area, as well as southern Nevada. The
Company's fiscal year end is December 31 of each year. The Company has not
commenced any significant operations and is therefore considered a development
state company.

RESULTS OF OPERATIONS - 1999 AND 2000

     During its fourth quarter of 1999, the Company paid a total of $31,500 in
consulting fees consisting of $1,500 for accounting fees for preparation of
the Company's 1999 year end audit and tax return, and $30,000 for consulting
fees related to raising additional working capital, and or seeking strategic
acquisition candidates. The $30,000 investment in consulting services greatly
reduced the Company's available cash for operations which was approximately
$48,000 at the close of its offering in 1998.  The Company's total expense of
$39,350 for consulting fees in 1999 was considerably less in 2000 ($6,000).
The Company's total amount expended for professional fees in 1999 was $9,255
compared with $4,617 in 2000. In 2000, the Company spent $583 on

<PAGE> 10

administrative expenses which reduced even further in 2000 to $119 mostly due
to a lack of cash.

     The Company had total assets in 2000 of $2,645 compared to $1,764 in
1999; in both years the assets were almost entirely comprised of cash. The
increase in cash between the two years is due to advances made to the Company
by officers in 2000.  The Company's liabilities in 2000 increased as a result
of those advances, from $3,350 in 1999 to $12,467 in 2000. The Company also
increased its accounts payables between the two years from $3,350 to $9,350
mostly due to accrued management fees.

PLAN OF OPERATION

     During the next twelve months the Company's plan of operation is
dependent upon management's ability to raise additional capital. An agreement
with a financial advisor, Sierra Nevada Advisors, Inc., has not proven
successful in raising additional working capital or seeking strategic
acquisition candidates.  Management believes that the pursuit of its current
business plan is inadequate and the company must act diligently to preserve
and build shareholder value. It intends to seek additional funding for its
vending business while at the same time investigating other business
opportunities should they so arise.

    During the next twelve months, its cash requirements will be minimal.
However, the $2,600 it has available to it will not be sufficient to
provide for its cash requirements for day to day operations in the
next twelve months. The Company has been relying on advances/loans from
officers and directors and will continue to do so until other capital can be
raised.   If the Company does not succeed in raising additional working
capital, and or seeking strategic acquisition candidate, in the next twelve
months, it may be forced to discontinue operations unless it is able to raise
sufficient capital to continue pursuing its business plan or successfully
complete a merger or acquisition.

     The Company may be able to attract some private investors, or officers
and directors may be willing to make additional cash contributions,
advancements or loans. Or, in the alternative, the Company could attempt some
form of debt or equity financing. However, there is no guarantee that any of
the foregoing methods of financing would be successful. If the Company fails
to achieve at least a portion of its business goals in the next twelve months
with the funds available to it, there is substantial uncertainty as to whether
it will continue operations.

ITEM 7.  FINANCIAL STATEMENTS

     The audited financial statements for the Company's years ended December
31, 2000 and 1999, begin on the next page.

<PAGE> 11

                           Randy Simpson CPA, P.C.
                          11775 South Nicklaus Road
                              Sandy, Utah 84092
                          Fax & Phone (801) 572-3009


Board of Directors and Stockholder
Millennia Automated Products, Inc.
(A Development Stage Company)
Las Vegas, NV

                         INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheets of Millennia Automated
Products, Inc. (a development stage company) as of December 31, 2000 and
December 31, 1999, and the related statements of operations, shareholder's
equity and cash flows for the years ended December 31, 2000, December 31, 1999
and the period from inception (Sept. 28, 1998) to December 31, 2000.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on this financial statement based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  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 of the financial statements
provides a reasonable basis for our opinion.

In our opinion, based on our audit, the financial statements referred to above
present fairly, in all material respects, the financial position of Millennia
Automated Products, Inc. as of December 31, 2000 and December 31, 1999 and the
results of its operations, shareholders' equity and cash flows for the years
ended December 31, 2000, December 31, 1999 and the period from inception
(Sept. 28, 1998) through December 31, 2000, in conformity with generally
accepted accounting principles.


/s/ Randy Simpson, CPA P.C.

Randy Simpson, CPA, P.C.
A Professional Corporation



March 26, 2001
Sandy, Utah




<PAGE> 12

                      MILLENNIA AUTOMATED PRODUCTS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                                BALANCE SHEETS


                                            December 31,       December 31,
                                            2000               1999
                                            ----------------   --------------
                ASSETS

Current Assets:

 Cash                                       $        2,536     $       1,655
                                            ----------------   --------------
    Total Current Assets                             2,536             1,655

Other Assets:

   Deposits                                            109               109
                                            ----------------   --------------

    Total Assets                            $        2,645     $       1,764
                                            ================   ==============

      LIABILITIES & STOCKHOLDERS DEFICIT

  Accounts payable - management fees        $        9,350             3,350
  Loans from stockholders/officers                   3,117                -
                                            ----------------   --------------
    Total Current Liabilities                       12,467             3,350


Stockholders' Deficit
   Common stock, $.001 par value;
    authorized 25,000,000 shares, issued
    and outstanding 200,600 shares on
    December 31, 2000 and December 31, 1999            201               201
   Additional paid-in capital                       48,084            48,084
   Accumulated deficit                             (58,107)          (49,871)
                                            ----------------   --------------
     Total Stockholders' Deficit                    (9,822)           (1,586)
                                            ----------------   --------------

Total Liabilities and Stockholders' Deficit $        2,645     $       1,764
                                            ================   ==============











             See Accompanying notes to the Financial Statements.

                                     F-2

<PAGE> 13


                      MILLENNIA AUTOMATED PRODUCTS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                          STATEMENTS OF OPERATIONS

                                                                September 28,
                                    Year          Year          1998
                                    Ended         Ended         (Inception) to
                                    December 31,  December 31,  December 31,
                                    2000          1999          2000
                                    ------------- ------------- -------------
Income

  Payment from consulting group     $      2,500  $          -  $      2,500

Expenses
  Consulting fees                          6,000        39,350        45,350
  Professional fees                        4,617         9,255        13,872
  Office and administrative                  119           583         1,385
                                    ------------- ------------- -------------
    Total expenses                        10,736        49,188        60,607
                                    ------------- ------------- -------------

     Net Loss                       $     (8,236) $    (49,188) $    (58,107)
                                    ============= ============= =============

     Net Income Per Common Share
      (Primary and diluted)         $     (0.041) $     (0.245) $     (0.290)
                                    ============= ============= =============
     Weighted Average Shares
       Common Stock Outstanding          200,600       200,600       200,600
                                    ============= ============= =============

















              See Accompanying Notes to the Financial Statements

                                     F-3

<PAGE> 14
<TABLE>
<CAPTION>



                     MILLENNIA AUTOMATED PRODUCTS, INC.
                       (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
        FROM INCEPTION (SEPTEMBER 28,1998) THROUGH DECEMBER 31, 2000



                                    Common     Common      Additional
                                    Stock      Stock       Paid-in    Accumulated  Total
                                    Shares     Amount      Capital    Deficit      Equity
                                    ---------- ----------- ---------- ------------ -----------
<S>                                 <C>        <C>         <C>        <C>          <C>
Balance, September 28, 1998                 -  $       -   $       -  $         -  $        -

October, 1998 Founder shares issued
 for cash at $.05 per share           100,000        100       4,900            -       5,000

December, 1998 Common Stock issued
 for cash at $.50 per share net
 of offering costs of $7,015          100,600        101      43,184            -      43,285

Less net loss for the period from
 inception (September 28, 1998) to
 December 31, 1998                          -          -           -         (683)       (683)
                                    ---------- ----------- ---------- ------------ -----------
Balance, December 31, 1998            200,600        201      48,084         (683)     47,602)

Net loss for the year ending
 December 31, 1999                          -          -           -      (49,188)    (49,188)
                                    ---------- ----------- ---------- ------------ -----------
Balance, December 31, 1999            200,600        201      48,084      (49,871)     (1,586)

Net loss for the year ending
 December 31, 2000                          -          -           -       (8,236)    (8,236)
                                    ---------- ----------- ---------- ------------ -----------

Balance, December 31, 2000            200,600  $     201   $  48,084  $   (58,107) $  (9,822)
                                    ========== =========== ========== ============ ==========



















            See Accompanying Notes to the Financial Statements.

                                    F-4



</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>





                     MILLENNIA AUTOMATED PRODUCTS, INC.
                       (A DEVELOPMENT STAGE COMPANY)
                          STATEMENTS OF CASH FLOWS


                                                                               September 28,
                                                   Year          Year          1998
                                                   Ended         Ended         (Inception) to
                                                   December 31,  December 31,  December 31,
                                                   2000          1999          2000
                                                   ------------- ------------- -------------
<S>                                                <C>           <C>           <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
 Net Loss                                          $     (8,236) $    (49,188) $    (58,107)
 Changes in Operating Assets and Liabilities
   Increase in accounts payable                           6,000         2,250         9,350
   Increase in deposits                                    -            (109)          (109)

                                                   ------------- ------------- -------------
  NET CASH USED IN OPERATING ACTIVITIES                  (2,236)      (47,047)      (48,866)
                                                   ------------- ------------- -------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
 Sale of common stock                                         -             -        48,285
 Advances by stockholders/officers                        3,117             -         3,117
                                                   ------------- ------------- -------------

  NET CASH PROVIDED BY FINANCING ACTIVITIES               3,117             -        51,402
                                                   ------------- ------------- -------------
  NET DECREASE IN CASH                                      881       (47,047)        2,536

  CASH AT BEGINNING OF PERIOD                             1,655        48,702             -
                                                   ------------- ------------- -------------

  CASH AT END OF PERIOD                            $      2,536  $      1,655  $      2,536
                                                   ============= ============= =============





















             See Accompanying Notes to the Financial Statements

                                    F-6




</TABLE>
<PAGE> 16
                  MILLENNIA AUTOMATED PRODUCTS, INC.
                    (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO THE FINANCIAL STATEMENTS
                          DECEMBER 31, 2000

NOTE A     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           The Company was incorporated on September 28, 1998, under the laws
           of the State of Nevada. The business purpose of the Company is to
           provide vending services to Las Vegas and the Southern Nevada area.

           The Company will adopt accounting policies and procedures based
           upon the nature of future transactions.

NOTE B     OFFERING COSTS

           Offering costs are reported as a reduction in the amount of paid-in
           capital received for sale of the shares.

NOTE C     EARNINGS (LOSS) PER SHARE

           Basic EPS is determined using net income divided by the weighted
           average shares outstanding during the period. Diluted EPS is
           computed by dividing net income by the weighted average shares
           outstanding, assuming all dilutive potential common shares were
           issued. Since the Company has no common shares that are potentially
           issuable, such as stock options, convertible securities or
           warrants, basic and diluted EPS are the same.

NOTE D     COMMON STOCK

           In October of 1998 the Company issued 100,000 shares of its common
           stock to one of its officers at $.05 per share for a total of
           $5,000.

           In December of 1998 the Company sold 100,600 shares of its common
           stock at $.50 per share for a total of $50,300. The net proceeds
           were to be used to provide vending services to Las Vegas and the
           Southern Nevada area.

NOTE E     RELATED PARTY TRANSACTIONS

           In October of 1998 the Company issued 100,000 shares of its common
           stock to one of its officers at $.05 per share for a total of
           $5,000.

           In December of 1999, the Company entered into a consulting
           agreement with a company owned by some of its shareholders. That
           agreement provided that the consulting company would advise
           Millennia Automated Products, Inc., on the raising of funds as a
           public company, introducing potential acquisition candidates, and
           introducing Millennia Automated Products, Inc., to potential
           investors. The amount of the consulting agreement paid by Millennia
           Automated Products, Inc., to the consulting company was $30,000.

           During 2000, the Company demanded the return of its $30,000 from
           the consulting company for lack of performance.  Because the
           Company has not reached a definitive agreement on the return of
           funds, has received repayment of only $2,500 to date, and does not
           know whether it will ever reach an agreement on the balance, the
           Company has booked the $2,500 as revenues and has not booked the
           balance as a receivable due to the uncertainty of its
           collectability.

                                 F-6

<PAGE> 17

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

     As previously reported in the Company's Form 8/K as amended, the Company
changed its certifying accountant on October 23, 2000.  As of that date, the
Company accepted the resignation of David Coffey C.P.A. as the Company's
certifying accountant which was tendered on that same date. During the
Company's last two years and the subsequent interim period preceding the
resignation of Mr. Coffey, there have been no disagreements with the former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. David Coffey C.P.A.'s
reports on the financial statements of the Company did not contain an adverse
opinion or disclaimer of opinion, nor were they modified as to uncertainty,
audit scope, or accounting principles.

     On October 23, 2000 the Company engaged Randy Simpson, CPA PC as its
certifying accountant.  The appointment of Randy Simpson CPA PC was
recommended and approved by the Company's Board of Directors.


                             PART III

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


     The following table sets forth the directors and executive officers of
the Company, their ages, and all positions with the Company.

Name                            Age         Position
___________________________________________________________________________

Kent A. Evans                   42         President, Secretary, Treasurer
236 S. Rainbow Blvd.                       and a director of the Company
Suite 489
Las Vegas, NV 89128

Susan Bandley                   44         Vice-President and director
236 S. Rainbow Blvd.                       the Company
Suite 489
Las Vegas, NV 89128

     Mr. Kent A. Evans has served as President, Chief Executive Officer,
Chief Financial Officer, Secretary, Treasurer and Director of the Company
since September 28, 1998 and will serve in such capacity until the next annual
meeting of the shareholders and the next annual meeting of the board of
directors. Mr. Evans graduated from Kodiak High School in Kodiak, Alaska
in 1977. From 1985 to 1998, Mr. Evans owned/operated Amik Island Fisheries,
based on Kodiak, Alaska. Mr. Evans developed a refrigerated systems for Salmon
harvest. In 1997 to 1998, Mr. Evans was employed by Alaska Commercial Company
in Kodiak, Alaska were Mr. Evans was head of the Maintenance Department.
Currently, Mr. Evans holds a Commercial Limited Entry Salmon Permit and his
principal occupation is an independent commercial fisherman. Mr. Evans will
devote as much time as necessary to achieve success for the Company and as
demanded by the Company.

<PAGE> 18

    Ms. Susan Bandley (formerly Susan Stankiewicz) has served as the Vice-
President and Director of the Company since September 28, 1998 and will serve
in such capacity until the next annual meeting of the shareholders and the
next annual meeting of the  board of directors. From 1974 to 1975, Ms. Bandley
attended Brigham Young University studying General Business. From 1993 to
1998, Ms. Bandley was owner/operator of Sweet Stuff Vending, based in
Dallas/Ft. Worth, Texas, where she managed 85 machines. Her duties as
owner/operator included daily operations, placement of machines and purchasing
of bulk candy. From 1997 to 1998, Ms. Bandley was employed as Office Manager
of Apple Orthodontix in Dallas, Texas. Ms. Bandley managed three different
locals of Apple Orthodontix in the Dallas/Ft. Worth Area. Currently Ms.
Bandley serves as an officer and director of Access Network Incorporated, a
full reporting Nevada public company.

FAMILY RELATIONSHIPS

     There are no family relationships among the Company's directors and/or
executive officers.

INVOLVEMENT IN OTHER PUBLIC COMPANIES.

     None of the Company's directors are involved in other public companies
that would be described as "reporting" companies, except Susan Bandley
(formerly Stankiewicz) who is an officer and director of Access Network Inc.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

     To the best of management's knowledge, during the past five years, no
present or former director or executive officer of the Company:

          (1) Has filed a petition under federal bankruptcy laws or any state
insolvency law, had a receiver, fiscal agent or similar officer appointed
by a court for the business or property of such person, or any partnership in
which she was a general partner at or within two years before the time of such
filing, or any corporation or business association of which she was an
executive officer at or within two years before the time of such filing;

          (2) Was convicted in a criminal proceeding or named the subject of a
pending criminal proceeding (excluding traffic violations and other minor
offences);

          (3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining her from or otherwise
limiting her involvement in any type of business, securities or banking
activities; or

          (4) Was found by a court of competent jurisdiction in a civil
action, by the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated any federal or state securities law.

BENEFICIAL OWNERSHIP REPORTING COMPLIANCE - COMPLIANCE WITH 16(A)

     There have been no changes in beneficial ownership of the Company's stock
by officers/directors or 10% shareholders during fiscal year 2000.  Therefore,
to the best knowledge of the Company, those individuals are in compliance with
reporting obligations under 16(a).

<PAGE> 19

ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth the compensation received by the Company's
President since inception in September of 1998. There are no other officers
of the Company who have been paid any compensation.

                         SUMMARY COMPENSATION

Name and Principal                                             Any and All
Position                         Year                         Compensation
--------------------------------------------------------------------------
Kent A. Evans(1)                 2000                              -0-
President                        1999                              -0-
                                 1998                              -0-

     (1) The Company intends to compensate Mr. Evans $1,000 per month at
         such time as the Company actually commences conducting substantive
         business. No additional compensation in any other form has been
         paid nor is there currently any plan or arrangement for future
         compensation.

OPTIONS/SAR GRANTS

     There were no stock options or stock appreciation rights granted to any
executive officer since its inception through the present date.

AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR END OPTION/SAR VALUE TABLE

     Not applicable.

LONG TERM INCENTIVE PLANS

     There are no long term incentive plans in effect and therefore no
awards have been given to any executive officer in the past year.

COMPENSATION OF DIRECTORS

     The Company pays no fees to members of the Company's Board of
Directors for the performance of their duties as directors.  The Company
has not established committees of the Board of Directors.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE
IN CONTROL ARRANGEMENTS

     The Company has no employment contracts in effect with any of the
members of its Board of Directors or its executive officers nor are there
any agreements or understandings with such persons regarding termination of
employment or change-in control arrangements.


Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information as of December 31,
2000 with respect to the beneficial ownership of the common stock by each
officer and director of the Company, each person (or group of persons whose
shares are required to be aggregated) known to the Company to be the
beneficial owner of more than five percent (5%) of the common stock, and all
such directors and executive officers of the Company as a group. Unless


<PAGE> 20

otherwise noted, the persons named below have sole voting and investment power
with respect to the shares shown as beneficially owned by them. Percentages
are based on 200,600 shares outstanding at that date.

Title of   Name and Address                Amount & Nature        Percent of
Class      of Beneficial Owner             of Beneficial Owner    Class
----------------------------------------------------------------------------

Common     Kent A. Evans(1)                    100,000           49.85%
           236 S. Rainbow Blvd.
           Suite 489
           Las Vegas, NV 89128

Common     Susan Bandley (1)                     2,000            0.01%
           236 S. Rainbow Blvd.
           Suite 489
           Las Vegas, NV 89128

Common     John F. Freeland                     12,000            5.98%
           5505 E. Carson Street
           Suite 341
           Lakewood, CA 90713

Common     All Officers and Directors          102,000           49.86%
           as a Group (2 Persons)

(1)   An Officer and Director of the Company.


CHANGES IN CONTROL

      The Company has no arrangements which might result in a change in
control of the Company.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There have been no material transactions in the past two years or
proposed transactions to which the Company has been or proposed to be a
party in which any officer, director, nominee for officer or director, or
security holder of more than 5% of the Company's outstanding securities is
involved except its agreement with Sierra Investment Advisors. The transaction
with, Sierra, however, did not exceed $60,000 disclosure threshold. In latter
1999, the Company entered into an agreement with Sierra to provide assistance
in raising additional capital for the Company's business operations as well as
potential business opportunities for the Company. Sierra is a company owned by
some of the Company's stockholders including one of its 5% shareholders, John
Freeland. Sierra was paid $30,000 under the agreement.  The Company has
requested the return of the funds due to non-performance.

     The Company has no promoters other than its President, Kent A. Evans
and its Vice-President, Susan Bandley. There have been no transactions
which have benefitted or will benefit Mr. Evans or Ms. Bandley either
directly or indirectly.

     Ms. Bandley will allow the Company use of her private residence for
storing bulk candy when purchased. Further Ms. Bandley is providing the use


<PAGE> 21

of a personal computer, general office equipment and a personal vehicle for
use in her duties for the Company. Further, Mr. Evans will provide the use of
his personal vehicle for his duties with the Company when necessary. Neither
Ms. Bandley nor Mr. Evans has or will receive any compensation in exchange
for allowing the use of his/her personal property.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

Exhibit No.    Description                          Location
-----------    ------------                         ----------

3.1            Articles of Incorporation                (1)
3.2.1          Bylaws                                   (1)
3.2.2          Amended and Restated Bylaws              (2)
10.1           Lease Agreement                          (2)
10.2           Consulting Agreement                     (3)
16             Letter re: Certifying Accountant         (4)


(1)     Filed as part of the Company initial Registration Statement on Form
        10SB on April 19, 1999

(2)     Filed as part of the Company's Amended Form 10SB on July 26, 1999

(3)     Filed as part of the Company's Form 10KSB for December 31, 1999  on
        April 10, 2000.

(4)     Filed as part of the Company's Form 8-K on October 27, 2000


      (b)  Reports on Form 8-K

     During the Company's 4th quarter, the Company filed a Form 8K and 8K/A
regarding Item 2. "Resignation of its Former Certifying Accountant and the
Appointment of a New Accountant."  The date of the events was October 23,
2000. The Form 8-K and Form 8-K/A were filed during the last quarter of the
period covered by this report on October 30, 2000 and November 9, 2000,
respectively.

<PAGE> 22



                         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.

                                 Millennia Automated Products, Inc.
                                 (Registrant)


                                      /s/ Kent A. Evans
Date: March 28, 2001            By:________________________________
                                      Kent A. Evans
                                      President and
                                      Chief Financial 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.

                                      /s/ Kent A. Evans
Date: March 28, 2001            By: ______________________________
                                      Kent A. Evans
                                      Director


                                      /s/ Susan Bandley
Date: March 28, 2001            By:______________________________
                                      Susan Bandley
                                      Director


<PAGE> 23