MILLENIUM HOLDING GROUP INC /AZ/, 10SB12G, 1999-12-09

MILLENIUM HOLDING GROUP INC /AZ/
10SB12G, 1999-12-09

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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-SB

General Form for Registration of Securities
of Small Business Issuers Under Section 12(b) or (g)
of The Securities Exchange Act of 1934

MILLENIUM HOLDING GROUP INC.
(Name of Small Business Issuer)

NEVADA 88 - 0109108
(State of Incorporation) (I.R.S. Employer Identification Number)

6030 Village Drive, Suite 200
Lincoln, NE, 68516
(Address of Principal Executive Offices Including Zip Code)

(402) 434 5690
(Issuers Telephone Number)

Securities to be registered pursuant to Section 12(b) of the Act:

NONE

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock $.05 Par Value
(Title Ofclass)
<PAGE>
PART I

ITEM 1. BUSINESS.

The Company was originally known as Amex Corporation and most recently
as Amex System Corporation (USHM formally AMXC). It was incorporated in the
State of Nevada on December 22, 1969. The Company completed two acquisitions in
the early 1970's, which did not result in significant revenues. It was a
development stage company.

In 1994, the Company merged with EnergeCo A Limited Liability Company
which held oil and gas leases in southwestern Oklahoma. This merger precipitated
a 20 to 1 reverse stock split and 21,435,043 shares of stock were issued in
connection with this transaction. The Company became inactive in 1995; however;
it maintained its standing as a Nevada corporation.

On March 26, 1999, Amex Systems Corporation and U.S. Home Mortgage,
Inc. (a Pennsylvania Corporation) entered into a letter of intent. Subsequently,
a definitive Stock Exchange Agreement was executed between the companies
becoming effected on May 28, 1999 subject to the respective companies'
shareholder approval. On June 3, 1999 the shareholders approved, (a) an
amendment to the articles of incorporation changing the name of the Company from
Amex Systems Corporation to Millenium Holding Group, Inc., (b) a reverse stock
split of 1 new share for each 31.46 old shares of Amex Systems Corporation, and
(c) the acquisition of all the issued and outstanding shares of U.S. Home
Mortgage for 8,062,289 post rollback restricted shares of Amex Systems
Corporation. The shareholders appointed a new board of directors for Millenium
Holding Group, Inc. The appropriate resolutions were perfected on June 3, 1999.
The restricted shares were issued; however, because of numerous difficulties the
transaction was not completed. The 8,062,289 shares were cancelled because of
inadequate consideration. The new Board of Directors, other than Mr. Ham,
resigned and Carla Aufdenkamp was appointed to fill one of the vacancies. Ms.
Aufdenkamp is married to Mr. Ham.

Neither the Company nor its predecessor has been involved in a
bankruptcy, receivership or similar proceeding.

BUSINESS OF THE ISSUER

Millenium Holding Group, Inc. (NQB: MILH) is a financial services
company in early stage development. The issuer is now forming an Internet bank
and is preparing an application to be filed with the Office of the Comptroller
of the Currency (OCC) to charter a national bank. The issuer will be
headquartered in Lincoln Nebraska and will not, at least initially, have
traditional banking offices. The bank will offer products and services through
the use of the Internet. The issuer will also file an application with the
Federal Deposit Insurance Corporation (FDIC) for deposit insurance and will
become a member of the Federal Reserve System.

1
<PAGE>
The issuer will offer checking and savings accounts and electronic bill
paying services. The customers will make deposits through direct deposit, wire
transfers or mail. The issuer plans on the customers using ATM/debit cards and
existing ATM networks. The customers will also be able to transfer funds between
accounts, check their balances, determine which checks have cleared and pay
bills through the utilization of the their P C.

Government regulations through licensing have a significant effect on
the Company as to its continuing business.

There have been no funds spent on research and development by the
Company during the past two fiscal years. Furthermore, in that the Company is
strictly service orientated, there have been no costs associated with
environmental compliance.

At this time, there are two (2) full-time Company employees.

The Company will send an annual report to its security holders, which
shall contain an audited statement. The Company will become reporting and as
such will be an electronic filer. The issuer's security holders will be advised
that the SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC at http://www.sec.gov.

ITEM 2. MANAGEMENT'S PLAN OF OPERATION.

In order to receive a charter to operate an Internet National Bank, the
issuer will follow the requirements as set by the Office of the Comptroller of
the Currency (OCC). The organizers understand the national banking laws,
regulations and sound banking operations and practices. The Board of Directors
of the Company has years of experience in the financial management field and has
begun recruiting competent management with the ability and experience to
successfully operate a bank of this type in a safe and sound manner.

The satisfaction of the issuer's cash requirements in the near future
will be met in by the principal shareholder, Ham Consulting Company. The
principal shareholder has no expectations of reimbursement of the funds advanced
other than the possibility of restricted stock payment in lieu of cash. It has
no way of determining whether there will be any type of reimbursement in the
future.

FORWARD LOOKING STATEMENTS

The cost associated with the acquisition and leasing of the software
developed by Banking Software Co. and the integration technology created by IBM
as well as the hiring of the numerous employees necessary to launch the Internet
Bank will indubitable precipitate either a public offering or the existing
shareholders will re-invest on a private basis. The issuer will raise at least
five million dollars ($5,000,000), net of all fees and organizational costs.

2
<PAGE>
The software, as it now exists, which will be leased to the issuer by
the principal shareholder, can service up to a fourteen billion-dollar bank. The
system will provide an automation system with multi-currency and multi-lingual
abilities. The core system is stable and secure with an adaptable foundation
that allows the issuer to continue to focus its resources and attention on
delivering products and services to its customers. The software, which will be
the center of the issuer's business, consists of the following five components.

1. The Customer Information Component tracks data on all customers.

2. The Deposit Accounting component processes all deposit products,
ranging from checking, Money Market, savings, passbook and club
accounts to certificate of deposit, time deposit open accounts,
OIDs and IRAs.

3. The Loan Accounting component processes personal, credit line,
business and real estate loans.

4. The Transaction Processing component is the manager and
dispatcher of monetary transactions.

5. The Executive Information component houses the general ledger and
is the source of financial management information.

The issuer is also intending to become a member of the Society for
Worldwide Interbank Financial Telecommunication (S.W.I.F.T.). It is the issuer's
belief that membership in this organization will provide the bank international
access and credibility. The core banking system will be interfaced with
S.W.I.F.T. so that transactions will automatically be recorded throughout the
appropriate components of the automated system. This organization provides
low-cost competitive financial processing and communication services of the
highest quality, integrity and reliability.

This very unique software will allow the issuer to expand into the now
authorized banking field of insurance. This is not to say that the issuer is now
ready to embark on said expansion, only that it has the software in place to do
so.

CAUTION REGARDING FORWARD LOOKING STATEMENTS"

CERTAIN STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOT RELATED TO
HISTORICAL RESULTS, INCLUDING, WITHOUT LIMITATIONS, STATEMENTS REGARDING THE
COMPANY'S BUSINESS STRATEGY AND OBJECTIVES AND FUTURE FINANCIAL POSITION, ARE
FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT AND SECTION 21E OF THE EXCHANGE ACT AND INVOLVE RISKS AND UNCERTANTIES.

ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS ON WHICH THESE
FORWARD LOOKING STATEMENTS ARE BASED ARE REASONABLE, THERE CAN BE NO ASSURANCE
THAT SUCH ASSUMPTIONS WILL PROVE TO BE ACCURATE AND ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD LOOKING STATEMENTS. FACTORS THAT
COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE BUT ARE NOT LIMITED TO,
THOSE SET FORTH IN THE PRECEDING PARAGRAPH, AS WELL AS THOSE DISCUSSED ELSEWHERE
IN THIS REPORT. ALL FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REPORT ARE
QUALIFIED IN THEIR ENTIRETY BY THIS CAUTIONARY STATEMENT.

The issuer does not believe that it will encounter internal year 2000
problems in that the software is year 2000 compliant.

The Company will hire knowledgeable professionals for its customer
interface to offer personalized attention and service to the individual. It will
also hire a Chief Technology Officer and add other individuals who will bring
valuable experience.

3
<PAGE>
ITEM 3. DESCRIPTION OF PROPERTY.

The Company's office is located at 6030 Village Drive, Suite 200
Lincoln, NE 68516 and the telephone number is (402) 434 5690. The Company leases
space in the building where the operation of the Company is housed. The premises
and contents are fully insured.

At this time the Company has no policy in terms of investment in real
estate nor does it have any investment in real estate. The Company has no
immediate plans to invest in real estate mortgages.

IEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth the Common Stock ownership of each
person and /or group known by the issuer to be the beneficial owner of five
percent or more of the Company's Common Stock, each director individually, and
all officers and directors as a group. Each person has sole voting and
investment with respect to the shares of Common Stock shown, and all ownership
is of record and beneficial. The only class of stock issued is Common.

Name and Address Amount of Percentage
of Beneficial Owner Beneficial Ownership of Class
------------------- -------------------- --------

Ham Consulting Company. (1) 456,791 64.8%
6030 Village Drive, Ste. 200
Lincoln, NE 68516

All Executive Officers and
Directors as a Group 456,791 64.8%
- ----------
(1) Mr. Ham and his wife own 80% of Ham Consulting Co. and the balance is owned
by Reginald L. Chamorre who resides in Belgium and is not involved with the
issuer.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The issuer has two officers and two directors.

Name Age Position and Offices Held
---- --- -------------------------

Richard L. Ham 46 President Treasurer and Member of the Board
of Directors

Carla Aufdenkamp 37 Vice President, Secretary and Member of the
Board of Directors

There are no agreements that a director will resign at the request of
another person and the above named Directors are not acting on behalf of nor
will act on behalf of another person.

4
<PAGE>
The following is a brief summary of the Directors and Officers
including their business experiences for the past five years.

Richard L. Ham has twenty-three years experience in the financial
planning and insurance industry. For the past fifteen of those twenty-three
years, he has been involved in project management and business consulting. Five
of those fifteen years has been as the president of the issuer formerly known as
Amex Systems Corporation. Mr. Ham is also a licensed health and life insurance
consultant. He has served as one of the first qualified continuing education
instructors for the states of Nebraska and Iowa. Mr. Ham has conducted seminars
throughout the Midwest for agents, agencies and other organizations on product
knowledge, estate planning, motivation and promotion.

Mr. Ham attended the University of Nebraska and the University of
Phoenix majoring in management. He is a member of the Project Management
Institute (PMI), the Academy of Management (AM) and the American Management
Association (AMA). Mr. Ham has also been associated with the Institute of
Certified Financial Planners, the National Association of Life Underwriters and
the American Association of Financial Professionals.

Carla Aufdenkamp has over eighteen years experience in all phases of
financial and insurance administration. She is very knowledgeable in office
management, computer systems, organization, accounting and auditing. Ms.
Aufdenkamp has worked with Ham Consulting for the past five years as its
administrator and recently moved over to the issuer. Ms. Aufdenkamp is married
to Mr. Ham.

ITEM 6. EXECUTIVE COMPENSATION.

The issuer's officers and directors do not and have not received
compensation for services rendered to the issuer nor has any compensation been
accrued. Furthermore, there are no stock option plans, pension plans, insurance
coverage or other benefit programs adopted by the issuer.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The software to be used in the operation of the issuer will be leased
from AmBel International of which the officers and directors of the issuer are
majority shareholders.

There are no parents of this small business issuer.

There are and have been no transactions with promoters.

There were no material underwriting discounts and commissions upon the
sale of securities by the issuer where any of the specified persons was or is to
be a principal underwriter or is a controlling person or member of a firm that
was or is to be a principal underwriter.

There were no transactions involving the purchase or sale of assets
other than in the ordinary course of business.

5
<PAGE>
ITEM 8. DESCRIPTION OF SECURITIES.

The authorized capital stock of the issuer consists of 50,000,000
shares of Common Stock, par value $.05 per share. There is no authorized
Preferred Stock. The material terms of the capital stock of the issuer are set
forth in the following statements. However, reference is made to the more
detailed statements as found in the Company's Articles of Incorporation with
amendments and the Company Bylaws all of which are attached to this registration
statement as exhibits.

COMMON STOCK

Holders of common stock are entitled to one vote per each share
standing in his/her name on the books of the Company as to those matters
properly before the shareholders. There are no cumulative voting rights and
simple majority controls. The holders of common stock will share ratably in
dividends, if any, as declared by the Board of Directors in its discretion from
funds or stock legally available. Common stock holders are entitled to share
pro-rata on all net assets, in the event of dissolution. All of the shares of
common stock are fully paid and non-assessable.

The issuer is not offering preferred stock with this registration
statement nor is it offering debt securities.

There are no provisions in the Articles of Incorporation or the Bylaws
that would delay, defer or prevent a change of control. However, any future
issuance of preferred stock could have the effect of delaying or preventing a
change in control of the Company without further action by the shareholders and
could adversely affect the voting or other rights of the holders of common
stock.

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

The Company's common equity has been removed from the Over the Counter
Bulletin Board in that the issuer failed to file this Form 10 within the time
period set. Accordingly, the common equity is traded on the National Quotation
Service (pink sheets). The issuer has been unable to determine the quarterly
high and low sales price for the past two years. The issuer believes the low
price in 1998 $.33 and the high $.5. In 1999, the issuer believes the low price
was $.05, the high $23.59 and the current price is $.75.

There are 945 holders of the common equity of the issuer.

6
<PAGE>
There have been no cash dividends declared to date and there are no
plans to do so. There are no restrictions that limit the ability to pay
dividends on common equity other than the dependency on the Company's revenues,
earnings and financial condition.

ITEM 2. LEGAL PROCEEDINGS.

The Company is not a party to any litigation and to its knowledge, no
action, suit or proceedings against it has been threatened by any person or
entity.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

There have been no disagreements with the Accountants nor has there
been a change in Accountants.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

The issuer has sold no securities within the past three years with or
without registering under the Securities Act.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Pursuant to the Nevada Revised Statutes (Sec. 78.751), a Nevada
Corporation has the power to indemnify its Directors, Officers, Employees and
Agents. The issuer is in the process of amending its Articles of Incorporation,
wherein the Company shall indemnify its Officers, Directors, Employees and
Agents. Therefore, the Directors and Officers liability will be affected. A copy
of the Articles and Bylaws are attached as exhibits.

7
<PAGE>
PART F/S

Attached are the audited financial statements of the issuer for
year-end December 31, 1997 and 1998 and interim audited statements through
September 30, 1999.

1) Table of contents - Issuer's Audited Financial Statements
years-ended December 31, 1998 and 1997.

Independent Auditors' Reports .............................. 9
Balance Sheets as of December 31, 1998 and 1997 ............ 10
Statement of Income Years Ended December 31, 1998
and 1997 .................................................. 11
Statement of Changes in Stockholders' Equity
Years Ended December 31, 1998 and 1997 .................... 12
Statement of Cash Flows Years Ended December 31, 1998
and 1997 .................................................. 13
Notes to Financial Statements Years Ended
December 31, 1998 and 1997 ................................ 14

2) Table of contents Audited Financial Statements Through
September 30, 1999

Independent Auditors' Report ............................... 16
Balance Sheet as of September 30, 1999 ..................... 17
Statement of Income for the Nine Months Ended
September 30, 1999 ........................................ 18
Statement of Changes in Stockholders' Equity
for the Nine Months Ended September 30, 1999 .............. 19
Statement of Cash Flows for the Nine Months
Ended September 30, 1999 .................................. 20
Notes to Financial Statement as of September 30, 1999 ...... 21

8
<PAGE>
INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Amex Systems Corporation

We have audited the accompanying balance sheet of Amex Systems Corporation (a
Nevada Corporation) as of December 31, 1998 and 1997, and the related statements
of income, retained earnings, 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 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 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 Amex Systems Corporation as of
December 31, 1998 and 1997 and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

Dana F. Cole & Company

Lincoln, Nebraska
February 16, 1999

9
<PAGE>
AMEX SYSTEMS CORPORATION
BALANCE SHEET
DECEMBER 31, 1998 AND 1997

1998 1997
----------- -----------
ASSETS

Overriding royalty interests, Rusk
and Harrison Counties, Texas 1 1
----------- -----------

TOTAL ASSETS 1 1
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
-- --
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $.05 par value, 50,000,000
shares authorized, 21,888,124 shares
issued and outstanding 1,094,406 1,094,406
Paid-in capital 1,402,219 1,402,219
Deficit accumulated during the
development stage (2,496,624) (2,496,624)
----------- -----------

Total stockholders' equity 1 1
----------- -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 1 1
=========== ===========

See accompanying notes to financial statements.

10
<PAGE>
AMEX SYSTEMS CORPORATION
STATEMENT OF INCOME
YEARS ENDED DECEMBER 31, 1998 AND 1997

1998 1997
----- -----

REVENUES -0- -0-

EXPENSES -0- -0-
----- -----
NET INCOME (LOSS) -0- -0-
===== =====

See accompanying notes to financial statement.

11
<PAGE>
AMEX SYSTEMS CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
Common Stock
----------------------- Paid-in Retained
Shares Amount Capital (Deficit) Totals
---------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C>
BALANCES, December 31, 1996 21,888,124 $1,094,406 $1,402,219 $(2,496,624) $ 1
---------- ---------- ---------- ----------- -------
Net activity, December 31, 1997

BALANCES, December 31, 1997 21,888,124 $1,094,406 $1,402,219 (2,496,624) 1
---------- ---------- ---------- ----------- -------
Net activity, December 31, 1998

BALANCES, December 31, 1998 21,888,124 $1,094,406 $1,402,219 $(2,496,624) $ 1
========== ========== ========== =========== =======
</TABLE>

See accompanying notes to financial statements.

12
<PAGE>
AMEX SYSTEMS CORPORATION
STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998 AND 1997

1998 1997
----- -----
CASH FLOWS FROM OPERATING ACTIVITIES -0- -0-
----- -----
CASH FLOWS FROM INVESTING ACTIVITIES -0- -0-
----- -----
CASH FLOWS FROM FINANCING ACTIVITIES -0- -0-
----- -----
NET INCREASE IN CASH -0- -0-
----- -----
CASH, beginning of period -0- -0-
----- -----
CASH, end of period -0- -0-
===== =====

See accompanying notes to financial statements.

13
<PAGE>
AMEX SYSTEMS CORPORATION
NOTES TO FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was incorporated December 22, 1969, in the state of Nevada. In
1970 and 1971, the Company completed two different mergers as follows:

1970 - WASATCH MINERAL AND CONSTRUCTION CORPORATION: This entity
attempted the business of mining and mineral exploration. Certain
stock was issued in connection with the purchase of properties and
these investments were valued at approximately $482,276, but no
significant revenues were earned. An accumulated deficit from Wasatch
Mineral and Construction for $365,820 was added to the Company's
stockholders' equity section at that time.

1971 - NATIONAL PUMICITE DEVELOPMENT CORPORATION: This entity owned a
patent application for manufacturing dense heat insulating and
nonabsorbent concrete. Certain stock was issued in connection with
this acquisition, which was valued at $210,364.

1994 - ENERGECO (A LIMITED LIABILITY COMPANY: This entity had oil and
gas leases in Southwestern Oklahoma. After a 20 to 1 reverse stock
split, 21,435,043 shares of stock was issued in connection with this
merger.

Between 1969 and 1974, general and administrative costs of $237,817 were
incurred, including $165,792 in consulting fees. Between 1975 and 1982,
additional expenses valued at $740,711 were made through the issuance of
new common stock, with no significant revenues. All such amounts were
expensed prior to 1990.

Additional business merger attempts were made in the years 1983 - 1988,
with no transactions completed. There were no documents signed and no costs
incurred in connection with these merger attempts, other than the issuance
of 2,588,700 shares of stock.

The Company has been inactive since 1995. There are no liabilities,
judgments or pending legal actions remaining from these earlier mergers or
attempted mergers.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

14
<PAGE>
AMEX SYSTEMS CORPORATION
NOTES TO FINANCIAL STATEMENTS

NOTE 2. OVERRIDING OIL AND LIGNITE ROYALTY INTERESTS, RUSK AND HARRISON
COUNTIES, TEXAS

These properties were sold to the Company in 1986 for 850,000 shares of
stock. The original recorded value was $1 and no revenues have been earned
to date.

NOTE 3. INCOME TAX RETURNS

The Company has not filed federal income tax returns for at least the last
ten years. This may subject the Company to fines not exceeding $100 a year
for failure to file income tax returns. The Company may have also lost any
available tax benefits from net operating loss carryovers.

NOTE 4. CONTINGENT LIABILITY

The Company had entered into an agreement for an individual to make a
market for the stock for the Company. Upon completion of the agreement,
this individual was to be issued 25,000 shares of stock for his services.
The agreement was not fully completed and then remains in dispute the
compensation earned for partial completion. This dispute originated in 1994
when EnergeCo was merged into the Company.

The Company has not issued 254,174 shares of stocks from the merger of
EnergeCo in 1994.

15
<PAGE>
INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Millenium Holding Group, Inc.
Lincoln, Nebraska

We have audited the accompanying balance sheet of Millenium Holding Group, Inc.
(a Nevada Corporation) as of September 30, 1999, and the related statements of
income, retained earnings, and cash flows for the nine months 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Millenium Holding Group, Inc.
as of September 30, 1999 and the results of its operations and its cash flows
for the nine months then ended in conformity with generally accepted accounting
principles.

Dana F. Cole & Company

Lincoln, Nebraska
October 13, 1999

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<PAGE>
MILLENIUM HOLDING GROUP, INC.
(FORMERLY AMEX SYSTEMS CORPORATION)
BALANCE SHEET
SEPTEMBER 30, 1999

ASSETS

Overriding royalty interests, Rusk
and Harrison Counties, Texas $ 1
-----------

TOTAL ASSETS $ 1
===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable -0-
-----------
STOCKHOLDERS' EQUITY
Common stock, $.05 par value, 50,000,000 shares
authorized, 704,869 shares issued and outstanding 1,094,406
Paid-in capital 1,402,219
Deficit accumulated during the development stage (2,496,624)
-----------

Total stockholders' equity 1
-----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1
===========

See accompanying notes to financial statements.

17
<PAGE>
MILLENIUM HOLDING GROUP, INC.
(FORMERLY AMEX SYSTEMS CORPORATION)
STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999

REVENUES $ -0-

EXPENSES -0-
------

NET INCOME $ -0-
======

See accompanying notes to financial statement.

18
<PAGE>
MILLENIUM HOLDING GROUP, INC.
(FORMERLY AMEX SYSTEMS CORPORATION)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
Common Stock
----------------------- Paid-in Retained
Shares Amount Capital (Deficit) Totals
---------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C>

BALANCES, December 31, 1998 21,888,124 $1,094,406 $1,402,219 $(2,496,624) $ 1

Reverse stock split (21,183,255) -- -- -- --
----------- ---------- ---------- ----------- --------

BALANCES, September 30, 1999 704,869 $1,094,406 $1,402,219 $(2,496,624) $ 1
=========== ========== ========== =========== ========
</TABLE>

See accompanying notes to financial statements.

19
<PAGE>
MILLENIUM HOLDING GROUP, INC.
(FORMERLY AMEX SYSTEMS CORPORATION)
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999

CASH FLOWS FROM OPERATING ACTIVITIES -0-
-----
CASH FLOWS FROM INVESTING ACTIVITIES -0-
-----
CASH FLOWS FROM FINANCING ACTIVITIES -0-
-----
NET INCREASE IN CASH -0-
-----
CASH, beginning of period -0-
-----
CASH, end of period -0-
=====

See accompanying notes to financial statements.

20
<PAGE>
MILLENIUM HOLDING GROUP, INC.
(FORMERLY AMEX SYSTEMS CORPORATION)
NOTES TO FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMEX Systems Corporation, a Nevada corporation, was incorporated December
22, 1969, for the purpose of merging other corporations together to achieve
savings from consolida-tions. The name of the Corporation was formally
changed to Millenium Holding Group, Inc. during 1999.

The company has been inactive and has not actively conducted operations,
generated revenues or incurred expenses since 1995.

NOTE 2. MERGERS

In 1970 and 1971, the Company completed two mergers as follows:

1970 - WASATCH MINERAL AND CONSTRUCTION CORPORATION: This entity
attempted to conduct the business of mining and mineral exploration.
Corporate stock was issued in connection with the purchase of
properties and these investments were valued at approximately
$482,276, but no significant revenues were earned. An accumulated
deficit from Wasatch Mineral and Construction for $365,820 was added
to the Company's stockholders' equity as a result of this merger and
activity.

1971 - NATIONAL PUMICITE DEVELOPMENT CORPORATION: This entity owned a
patent application for manufacturing dense heat insulating and
nonabsorbent concrete. Corporate stock was issued in connection with
this acquisition, which was valued at $210,364.

1994 - ENERGECO (A LIMITED LIABILITY COMPANY): This entity held oil
and gas leases in Southwestern Oklahoma. After undergoing a 20 to 1
reverse stock split, the Company issued 21,435,043 shares of stock in
connection with this merger.

Additional business merger attempts were made in the years 1983 - 1988,
with no transactions completed. There were no merger documents signed and
no costs incurred in connection with these failed mergers, however, the
Company issued an additional 2,588,700 shares of stock in connection with
them.

NOTE 3. PRIOR ACTIVITIES

During the period from 1969 through 1974, general and administrative costs
totaling $237,817 were incurred, including $165,792 in consulting fees.
During the period from 1975 through 1982, additional expenses totaling
$740,711 were incurred in connection with the issuance of additional shares
of common stock. During this period the Company earned no significant
revenues. All expenses incurred during the period from 1969 through 1982
were charged to operations.

21
<PAGE>
MILLENIUM HOLDING GROUP, INC.
(FORMERLY AMEX SYSTEMS CORPORATION)
NOTES TO FINANCIAL STATEMENTS

NOTE 4. STATUS OF ACTIVITIES AND OPERATIONS

The Company has been inactive since 1995. In the opinion of Management,
there are no liabilities, judgments or pending legal actions arising from
prior activities of the Company, mergers or merger attempts.

NOTE 5. OVERRIDING OIL AND LIGNITE ROYALTY INTERESTS, RUSK AND HARRISON
COUNTIES, TEXAS

The Company acquired these properties in 1986 for 850,000 shares of stock.
The original recorded financial statement value of the properties was $1
and the Company has earned no income from these properties to date.

NOTE 6. INCOME TAX RETURNS

The Company has not filed federal income tax returns for several years. The
failure to file income tax returns may subject the Company to fines not
exceeding $100 per year. As a result of the failure to file income tax
returns, the Company may have lost any tax benefits, which would otherwise
arise from prior year net operating losses.

NOTE 7. CONTINGENT LIABILITY

During a prior year, the Company entered into an agreement with John and R.
Blair Lund to make a market for the stock for the Company. Upon completion
of the agreement, these individuals were to be issued 25,000 shares of
stock in Amex Systems Corporation in exchange for their services. In the
opinion of the Company's management, the agreement was not fully completed
and there remains a dispute with the Lunds for compensation earned for
partial completion of the agreement. This dispute originated in 1994 when
EnergeCo was merged into the Company.

NOTE 8. STATUS OF OTCBB LISTING

The Company was dropped from the Over-The-Counter Bulletin Board (OTCBB)
exchange listing effective August 30, 1999. The Company actively is working
to achieve reinstatement of the OTCBB listing. The Company estimates that
the cost to achieve listing on the OTCBB exchange will be in the range of
$5,000 to $10,000.

22
<PAGE>
PART III

ITEM 1. INDEX TO EXHIBITS

Exhibit
Number Description
------ -----------

3 (i) Articles of Incorporation with Amendments
(ii) By-Laws

10 Computation per share earnings in financial statements

23 Consent of Accountant

27 Financial Data Schedule

In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf by
the undersigned thereunto duly authorized.

Millenium Holding Group, Inc.

December 7, 1999 By: /s/ Richard L. Ham
------------------------------
Director and President

FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
DEC 22 1969
JOHN KOONTZ - SECRETARY OF STATE
No. 3535-69

ARTICLES OF INCORPORATION
OF
AMEX CORPORATION

ARTICLE I

This corporation is incorporated pursuant to the laws of the State of
Nevada.

ARTICLE II

The Name of this corporation is set forth in Schedule A below.

ARTICLE III

The duration of this corporation is perpetual.

ARTICLE IV

The purpose of this corporation is to conduct any business not
prohibited by law.

ARTICLE V

The authorized capital structure of this corporation is set forth in
Schedule B herein below. Pro-Rata ownership of the corporation shall be
expressed as ownership of shares of common, capital stock. All shares are of the
same class and have the same rights.

ARTICLE VI

The authorized capital structure of this corporation shall be divided
into the number of shares set forth in Schedule C below, thus creating a par
value for each share as set forth in Schedule D below.

ARTICLE VII

The stock of this corporation shall not be subject to any assessment to
pay the debts of the corporation.

ARTICLE VIII

Pre-emptive rights are denied to stockholders.

ARTICLE IX

In Nevada, the principal office of the corporation is set forth in
Schedule E and F below.

ARTICLE X

The governing board shall be styled directors. Until successors are
elected, appointed, and qualified, the directors of this corporation, and their
respective addresses are set forth in Schedule G below.

ARTICLE XI

The names and addresses of the original incorporators appear opposite
the signatures hereinafter subscribed in Schedule H hereinbelow.
<PAGE>
ARTICLE XII

The right to make distributions to stockholders of assets or cash
belonging to the corporation in partial liquidation of the assets of the
corporation without separate stockholder approval is granted to the directors.

ARTICLE XIII

The right to sell or acquire stock or assets of this corporation
without stockholder approval is granted to the directors.

ARTICLE XIV

The directors are granted the right to determine the number of shares
corporate certificates will be issued in.

Schedule A: (Name) Amex Corporation
Schedule B: (Capital) $3,000,000.00
Schedule C: (Number of Shares) 300,000,000
Schedule D: (Par Value) $.01
Schedule E & F: (Principal office in Nevada)

C/O HAMILTON MINES C-149 @ 5441 PARADISE RD. LAS VEGAS, NEVADA

Schedule G: (Initial Directors)

Name Street Address City & State
---- -------------- ------------
Alden S. Gibbs 2801 East 3400 South Salt Lake City, Utah 84109
Ted Stewart Peterson 453 North 400 East #13A Bountiful, Utah 84010
Clarence Brown 3245 South 5Th East Salt Lake City, Utah 84106

Schedule H: (Incorporators)

Alden S. Gibbs 2801 East 3400 South Salt Lake City, Utah 84109
Ted Stewart Peterson 453 North 400 East #13A Bountiful, Utah 84010
Clarence Brown 3245 South 5Th East Salt Lake City, Utah 84106

Subscribed and sworn to before me this 11TH day of DEC., 1969.

MARY JEAN HILTON
Notary Public, residing in:
249 E. 4TH SO. #207

My commission expires:
My commission expires June 2, 1973
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
APR 28 1971
JOHN KOONTZ - SECRETARY OF STATE
No. 3535-69

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
AMEX CORPORATION

AMEX CORPORATION, a Nevada corporation, under its corporate seal and the
hands of its duly elected and acting President, Secretary and Treasurer, does
hereby certify:

1. That at a regular meeting of the Board of Directors of this
corporation, regularly convened at 632 North Main Street, Las Vegas, Nevada, on
March 19, 1971 at 9 o'clock A.M., at which meeting there was at all times
present and acting a quorum, a resolution was regularly adopted setting forth
the amendments herein and declaring their advisability and calling for a meeting
of the stockholders entitled to vote for the consideration thereof to-wit:

RESOLVED, that it is deemed advisable, in the judgment of this Board of
Directors, that Article II, Schedule A be amended to read as follows:

Schedule A: (Name)

AMEX SYSTEMS CORPORATION

RESOLVED FURTHER that it is deemed advisable, in the judgment of this Board
of Directors, that Article V, Schedule C be amended, whereby the capital
stock as authorized by the Articles, which is 300,000,000 Shares each with
a par value of one cent per share, to read as follows:

Schedule C: (Number of Shares)

6,000,000 Shares each with a par value of fifty cents ($.50) per share.

RESOLVED FURTHER that a special meeting of the stockholders of this corporation
is hereby called to be held at 632 North Main St., Las Vegas, Nevada, at 10:00
o'clock A.M. on the 29th day of March, 1971, which is the first annual meeting
date, for the purpose of acting upon these amendments, of which meeting written
notice is hereby directed to be given to each stockholder entitled to vote, in
the manner and for the period of time prescribed by law and by the corporation's
by-laws.

RESOLVED FURTHER, that if at such meeting of stockholders or any adjournment
thereof, stockholders entitled to exercise a majority of the voting power shall
vote in favor of the amendments, or, in the alternative, that stockholders
having a majority of the voting power shall consent in writing to the
amendments, then the corporation shall make, under its corporate seal and the
hands of its President, Secretary and Treasurer and shall acknowledge and file
the certificate required by law and do all things necessary to effect the
amendments.
<PAGE>
2. That pursuant to the foregoing resolution, due notice of the meeting
was made, in writing, to all stockholders of record and entitled to vote and
that such meeting of stockholders was regularly convened and held at 632 North
Main Street, Las Vegas, Nevada, on the 29th day of March, 1971 at 10:00 o'clock
A.M.

3. That there were issued and outstanding as of February 28, 1971,
190,403,766 shares of capital voting stock of the corporation. That there were
represented at said meeting,

In person - 77,652,340 shares
By proxy - 63,568,035 shares
-----------
Total represented - 141,220,375 shares

4. That the resolutions of the Board of Directors above referred to
were duly considered at said meeting and upon motion regularly made, seconded
and carried, the proposed Amendments were approved by the following resolutions:

RESOLVED: That the Amendment of Article II, Schedule A be amended to read as
follows:

Schedule A: (Name)

AMEX SYSTEMS CORPORATION

as proposed to the stockholders by resolution of the Board of
Directors regularly adopted by them on the 19th day of March, 1971,
the same having been adopted and approved herewith.

RESOLVED FURTHER: That the Amendment of Article V, Schedule C as proposed to the
stockholders by resolution of the Board of Directors regularly adopted by them
on the 19th day of March, 1971, be and the same is hereby adopted whereby the
authorized capital shares be:

6,000,000 shares each with a par value of fifty cents ($.50) per
share.

These resolutions were adopted by the following vote of the holders of
stock having voting power, either present in person or represented by proxy at
the meeting:

141,220,375 Shares voted for the adoption of resolution. None voted
against the same.

The shares voting for the adoption of the resolutions represent a
majority, being 141,220,375 Shares out of total issued and outstanding shares of
190,403,766.

Dated: April 15th, 1971.

AMEX CORPORATION
By V. Lee Potter
---------------------
Its President

ATTEST:
Mac L. Potter
-----------------------
Its Secretary-Treasurer
(corporate seal)
<PAGE>
STATE OF NEVADA )
ss
COUNTY OF CLARK )

On this 15th day of April , 1971, personally appeared before me, a Notary
Public in and for said County and State, V. LEE POTTER and MAC L. POTTER, known
to me to be the President, Secretary and Treasurer of the corporation that
executed the foregoing instrument and upon oath did each depose and say:

That he is the officer of said corporation as above designated; that he
is acquainted with the seal of the corporation and that the seal affixed to the
instrument is the corporate seal of the corporation; that the signatures to said
instrument were made by officers of the corporation as indicated after the
signatures and that the corporation executed the instrument freely and
voluntarily and for the uses and purposes therein mentioned.

WITNESS my hand and official seal.

Jess H. Bachman
- ----------------------------------------------
Notary Public in and for said County and State
(seal)

Notary Public - State of Nevada
CLARK COUNTY
JESS H. BACHMAN
My Commission Expires April 3, 1973

<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
SEP 14 1979
WM. SWACKHAMER, SECRETARY OF STATE

RESOLUTION OF THE SHAREHOLDERS OF
AMEX SYSTEMS CORPORATION
NO. {3535-69}

WHEREAS, the Board Director of Amex Systems Corporation, a
corporation duly organized and existing under the laws of Nevada, at a
meeting lawfully convened and held on February 16, 1979, adopted a
resolution changing the authorized capital stock of the corporation from
6,000,000 shares of $0.50 par to 20,000,000 shares of $0.05 par, and
declaring its adviseablility, and calling a special shareholders meeting
to act upon the adviseablility of ratifying and approving said
resolution. Now, therefore, Be It Resolved that the Article of
Incorporation be and are hereby amended to provide the authorized capital
stock of Amex Systems Corporation be and the same is hereby changed from
6,000,000 shares of $0.50 par to 20,000,000 shares of $0.05 par value
stock.

We, R. Blair Lund and Richard Berst, President and Secretary,
respectively, of Amex Systems Corporation, a Nevada corporation, do hereby
certify that the above and foregoing resolution was duly and regularly adopted
by a majority of the outstanding stock of the corporation at a special meeting
of the shareholders of said corporation held on the 26th day of March, 1979, at
which meeting a quorum was present and acted throughout.

In Witness Whereof, we R. Blair Lund and Richard Berst have hereunto set
out hands affixed the seal of said corporation this 8 th day of September, 1979.

(R. Blair Lund)
-----------------------
President

(Richard Berst)
-----------------------
Secretary

State of Utah }
s.s.
County of Salt Lake }

Before me JUDY BELL , a Notary Public personally appeared R. BLAIR LUND
and RICHARD BERST , the President and Secretary, respectively, of Amex Systems
Corporation, a Nevada corporation, the signers of the above instrument, who duly
acknowledged to me that they executed the same for and in behalf of said
corporation.

Dated this { } day of September, 1979.

(Judy Bell)
--------------------------------
Notary Public
residing at Salt Lake City, Utah

My commission expires: {12/4/79}
<PAGE>
FILED FILING FEE: $450.00
IN THE OFFICE OF THE BY: CALLISTER & REYNOLDS
SECRETARY OF STATE OF THE 823 LAS VEGAS
STATE OF NEVADA BOULEVARD SOUTH
AUG 7 1985 LAS VEGAS, NEVADA 89101
________, SECRETARY OF STATE
(SIGNATURE)

NO. 3535-69

CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
AMEX SYSTEMS CORPORATION

Amex Systems Corporation, a Nevada corporation, under its corporate seal
and the hands of its duly elected President, and its Secretary, does hereby
certify:

1. That at a regular meeting of the Board of Directors of this corporation,
that convened in Houston, Texas, on October 12, 1983 at 9 o'clock A.M., at which
meeting there was at all times present and acting a quorum, a resolution was
adopted setting forth the Amendment herein and declaring that advisability and
calling for a meeting of the stockholders entitled to vote for the consideration
thereof to it:

RESOLVED, that it is deemed advisable, in the judgment of this Board of
Directors, that Article V, Schedule C be amended, whereby the capital stock
as authorized by the Articles, which is 20,000,000 Shares each with a par
value of .05 cent per share, to read as follows:

Schedule C: (Number of Shares) 50,000,000 Shares each with a par
value of five cents ($.05) per share.

RESOLVED FURTHER that a special meeting of the stockholders of this
corporation was called and held in Houston, Texas at 10:00 o'clock A.M. on
the 12th day of November 1983, for the purpose of acting upon this
Amendment, of which meeting written notice is hereby directed to be given
to each stockholder entitled to vote, in the manner and for the period of
time prescribed by law and by the corporation's by-laws.

RESOLVED FURTHER, that if at such meeting of stockholders or any
adjournment thereof, stockholders entitled to exercise a majority of the
voting power shall vote in favor of the Amendment, or, in the alternative,
that stockholders having a majority of the voting power shall consent in
writing to the Amendment, then the corporation shall make, under its
corporate seal and the hands of its President and Secretary and shall
acknowledge and file the certificate required by law and do all things
necessary to effect the Amendment.

2. That pursuant to the foregoing resolution, due notice of the meeting was
made, in writing, to all stockholders of record and entitled to vote and that
such meeting of stockholders was regularly convened and held in Houston, Texas,
on the 12 day of November 1983 at 10:00 o'clock A.M.

3. That there were issued and outstanding as of October 31, 1983,
11,020,000 shares of capital voting stock of the corporation of which 7,451,642
shares, representing at least a majority of the voting power, were present in
person or represented by proxy at such meeting of stockholders.

4. That the resolution of the Board of Directors above referred to were
duly considered at said meeting and upon motion regularly made, seconded and
carried, the proposed Amendment were approved by the following resolution:
<PAGE>
RESOLVED: That the Amendment of Article V, Schedule C as proposed to the
stockholders by resolution of the Board of Directors regularly adopted by
them on the 12th of November 1983, be and the same is hereby adopted
whereby the authorized capital shares by:

50,000,000 shares each with a par value of five cents ($.05) per share.

This resolution was adopted by the following vote of the holders of stock
having voting power, either present in person or represented by proxy at the
meeting.

7,451,642 shares voted for the adoption of the resolution.

None voted against the same.

The shares voting for the adoption of the resolution represent a majority,
being 7,451,642 shares out of total issued and outstanding shares of 11,020,000.

Dated: July 16, 1985.

AMEX SYSTEMS CORPORATION
By: (P E Griffin)
------------------------
Its President

ATTEST:
(Howard B. Siegel)
- ------------------------
Its Secretary

(Corporate Seal)

STATE OF TEXAS }
ss.
COUNTY OF HARRIS }

Before me {PEGGY ANN TRAYLOR} , a Notary Public, personally appeared
Percy E. Griffin and Howard B. Siegel, the President and Secretary,
respectively, of Amex Systems Corporation, a Nevada corporation, the signers of
the above instrument, who duly acknowledged to me that they executed the same
for and in behalf of said corporation.

Dated this {16th} day of {July} , 1985.

(Peggy Ann Traylor)
PEGGY ANN TRAYLOR ------------------------
Notary Public, State of Texas Notary Public
My Commission Expires 5-18-86

My Commission expires:
{5-18-86}
<PAGE>
FILED
IN THE OFFICE OF THE CERTIFICATE PURSUANT
SECRETARY OF STATE OF THE TO
STATE OF NEVADA NRS 78.207
MAY 20 1994
CHERYL A LAU SECRETARY OF STATE
NO. 3535-69

This change regarding AMEX SYSTEMS CORPORATION is pursuant to NRS 78.207 and
will become effective after the filing in the office of the Secretary of the
State of Nevada of this certificate.

(a) The current number of authorized shares is 50,000,000 shares of common
stock. There is only one class of stock: Common Stock. The current par value is
$0.05.

(b) The number of authorized shares after the change will be 2,500,000 shares of
common stock. There will be only one class of stock after the change: Common
Stock. The par value after the change will be $1.00.

(c) The number of shares to be issued and outstanding after the change is
732,255 shares of common stock for the current issued and outstanding 14,643,400
shares of common stock.

(d) The provision for fractional shares will be to round to the next higher
number; eg. shareholder is entitled to 4.3 shares after the change, it would be
rounded to 5 shares. The percentage of outstanding shares affected by the change
is .00049%.

(e) All shareholders of record (from transfer agent's official list) with
current deliverability of mail were notified to vote for the change. The change
was duly voted upon and accepted by the majority according to the By Laws of the
Company.

(f) The change will be effective on the filing of this certificate.

The information contained in this certificate has been consented to and approved
by a majority vote of the stockholders holding at least a majority of the class
of stock outstanding and entitled to vote thereon.

(Richard L. Ham)
---------------------------
President

(Carla Aufdenkamp)
---------------------------
Secretary
State of Nebraska
County of Lancaster

On May 20, 1994, personally appeared before me, a Notary Public,
RICHARD L. HAM AND CARLA AUFDENKAMP who acknowledged that they executed the
above instrument.

(Herschel Leo Staats)
---------------------------
(Notary Stamp or Seal)
GENERAL NOTARY-State of Nebraska
HERSCHEL LEO STAATS
My Comm. Exp. Mar. 23, 1996
<PAGE>
FILED
IN THE OFFICE OF THE CERTIFICATE PURSUANT
SECRETARY OF STATE OF THE TO
STATE OF NEVADA NRS 78.207
JUNE X9 1994
CHERYL A LAU SECRETARY OF STATE
NO. 3535-69

This change regarding AMEX SYSTEMS CORPORATION is pursuant to NRS 78.207 and
will become effective after the filing in the office of the Secretary of the
State of Nevada of this certificate.

(a) The current number of authorized shares is 2,500,000 shares of common
stock. There is only one class of stock: Common Stock. The current par
value is $1.00.

(b) The number of authorized shares after the change will be 50,000,000 shares
of common stock. There will be only one class of stock after the change:
Common Stock. The par value after the change will be $.05.

(d) There are no fractional shares.

(e) All shareholders of record (from transfer agent's official list) with
current deliverability of mail were notified to vote for the change. The
change was duly voted upon and accepted by the majority according to the By
Laws of the Company.

(f) The change will be effective on the filing of this certificate.

(Richard L. Ham)
---------------------------
President

(Carla Aufdenkamp)
---------------------------
Secretary
State of Nebraska
County of Lancaster

On June 8, 1994, personally appeared before me, a Notary Public,
Richard L. Ham & Carla Aufdenkamp who acknowledged that they executed the above
instrument.

(Barbara J. Frye)
---------------------------
(Notary Stamp or Seal)
GENERAL NOTARY-State of Nebraska
BARBARA J. FRYE
My Comm. Exp. Feb. 9, 1998
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUN 10 1999

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

AMEX SYSTEMS CORPORATION

{C3535-69}
(DEAN HELLER)
DEAN HELLER, SECRETARY OF STATE

We, the undersigned President and Secretary of AMEX SYSTEMS CORPORATION do
hereby certify as follows:

That the Board of Directors of said corporation at a meeting duly
convened, held on June 3rd, 1999 adopted a resolution to amend the Amended
Articles of Incorporation filed on April 28th, 1971 as follows:

ARTICLE 2 is hereby amended to read as follows:

That the name of the corporation is:

MILLENIUM HOLDING GROUP, INC.

The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 22,142,298, that said
amendment has been consented to and approved by a majority vote of the
stockholder holding at least a majority of each class of stock outstanding and
entitled to vote thereon pursuant to an Action by Written Consent of the
Shareholder of AMEX SYSTEMS CORPORATION.

(Richard L. Ham)
---------------------------
Richard L. Ham
President

(Carla Aufdenkamp)
---------------------------
Carla Aufdenkamp
Secretary

STATE OF ____________ )
ss
COUNTY OF ___________ )

On 6-3-99, before me and Notary Public, personally appeared Richard L.
Ham personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person or the entity upon behalf of
which the person acted, executed the instrument.

WITNESS my hand and official seal

GENERAL NOTARY-State of Nebraska
LESTER AUMAN
My Comm. Exp. March 9, 2002

(Lester Auman)
Notary Public
Official Seal
STATE OF ____________ )
ss
COUNTY OF ___________ )

On 6-3-99, before me and Notary Public, personally appeared Carla
Aufdenkamp personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person or the entity upon behalf of
which the person acted, executed the instrument.

WITNESS my hand and official seal

GENERAL NOTARY-State of Nebraska
LESTER AUMAN
My Comm. Exp. March 9, 2002

(Lester Auman)
Notary Public
Official Seal

BY-LAWS
OF
AMEX SYSTEMS CORPORATION

ARTICLE 1.
OFFICES

The Company shall maintain a principal office in the State of Nevada as
required by law. The Company may also have offices in such other places, either
within or without the State of Nevada, as the Board of Directors direct and the
business of the Company requires.

ARTICLE II.
MEETINGS OF STOCKHOLDERS

SECTION 1. PLACE. Meetings of the stockholders of the Company shall be
held at such place, either within or without the State of Nevada, as may from
time to time be designated by the Board of Directors and/or the President, and
as stated in the notice of meeting.

SECTION 2. ANNUAL MEETING. Commencing in 1972, an annual meeting of the
stockholders of the Company shall be held in each year on the fourth Monday in
March of each and every year (or if that be a legal holiday, then on the next
business day) between the hours of 9:00 A.M., and 4:00 P.M., for the election of
directors and for the transaction of such other business as may be properly
brought before the meeting.

SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may
be called on the order of the President or a majority of the Board of Directors.

SECTION 4. NOTICE. Written notice of all meetings of the shareholders
sha11 be mailed to or delivered to each stockholder at least 10 days, but not
more than 60 days, before such meeting and shall state the purpose or purposes
for which the meeting is called.

SECTION 5. QUORUM. The holders of a majority of the issued and
outstanding shares of the common capital stock of the Company entitled to vote
thereat, present in person, or represented by proxy, duly filed with the
Secretary of the Company prior to the meeting, shall constitute a quorum for the
transaction of business at all meetings of the stockholders, except as may
otherwise be provided by law, but if there be less than a quorum, the holders of
a majority of the stock so present or represented may adjourn the meeting from
time to time.

SECTION 6. VOTING. At all meetings of the stockholders, every
registered owner of shares entitled to vote may vote in person or by proxy and
shall have one vote for each such share standing in his name on the books of the
Company. At all elections of directors, the voting shall be by ballot. The
chairman presiding at any meeting of stockholders, shall have power to appoint
two or more persons to act as inspectors or tellers to receive, canvass, and
report the votes cast by the stockholders at such meeting; but no candidate for
the office of director shall be appointed as inspector or teller at any meeting
for the election of directors.

SECTION 7. CHAIRMAN OF MEETING. The President or, in his absence, a
Vice President shall preside at all meetings of the stockholders; and, in the
absence of the President and Vice President, the Board of Directors may appoint
any stockholder to act as chairman of the meeting.

SECTION 8. SECRETARY OF MEETING. The Secretary of the Company shall act
as secretary of all meetings of the stockholders; and, in his absence, the
chairman, or Board of Directors, may appoint any person to act as secretary of
the meeting.

1
<PAGE>
ARTICLE III.
BOARD OF DIRECTORS

SECTION 1. MANAGEMENT OF COMPANY. The property, business, and affairs
of the Company shall be managed and controlled by its Board of Directors.

SECTION 2. NUMBER, TENURE, AND QUALIFICATION. The Board of Directors
shall consist of such number as shall be determined by the shareholders at their
annual meeting prior to election, but in no event less than 3, nor more than 15.
A director need not be a shareholder of the Corporation, or resident of the
State of Nevada. Each director shall hold office until the next annual meeting
of shareholders, and until his successor shall have been duly elected and
qualified.

SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of
Directors sha11 be held without other notice than this By-law, immediately
after, and at the same place as, the annual meeting of the shareholders. The
Board of Directors may provide, by resolution, the time and place, either within
or without the State of Nevada, for the holding of additional regular meetings
without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President, or at the request of a majority of the Board of
Directors. The person or persons authorized to call special meetings may fix any
place, either within or without the State of Nevada, as the place for holding
any special meeting of the Board of Directors called by them.

SECTION 5. NOTICE. Notice of any special meeting shall be given at
least two days previously thereto by written notice delivered personally or
mailed to each Director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any Director may waive notice of any meeting. The attendance
of a Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of such meeting.

SECTION 6. QUORUM. A majority of the number of Directors fixed by
SECTION 2 of this Article III, shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.

SECTION 7. MANNER OF ACTING. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

SECTION 8. VACANCIES. Any vacancy occurring in the Board of Directors,
including those caused by an increase in number of directors, as well as by
resignation or death, may be filled by the affirmative vote of a majority of the
remaining Directors though less than a quorum of the Board of Directors. A
Director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.

SECTION 9. COMPENSATION. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors, or a stated salary as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefore.

SECTION 10. PRESUMPTION OF ASSENT. A Director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting, or unless he shall
file his dissent to such action with the person acting as the secretary of the

2
<PAGE>
meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.

SECTION 11. EXECUTIVE COMMITTEE. The Board of Directors, by resolution
duly adopted by a majority vote of the whole Board then in office may designate
one or more of their number, along with others, to constitute an Executive
Committee, which committee shall have and exercise all the powers of the Board
while it is not in session, subject only to such limitation as may be provided
by the resolution creating such committee.

SECTION 12. OTHER COMMITTEES. The Board of Directors may by resolution
appoint other committees in the manner prescribed by law as the business of the
Company may require.

ARTICLE IV.
OFFICERS

SECTION 1. NUMBER. The Officers of the corporation shall consist of a
President, who shall be the chief executive officer of the Company, a Secretary,
Treasurer, and Resident Agent, as well as such Vice-Presidents, including an
Executive Vice-President, and such assistant secretaries, assistant treasurers,
agents and factors, as the Board of Directors may appoint, each of whom shall be
elected by the Board of Directors. Any person may hold two or more offices.

SECTION 2. ELECTION AND TERM OF OFFICE. The Officers of the corporation
to be elected by the Board of Directors shall be elected annually at the regular
meeting of the Board of Directors held after each annual meeting of
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Each Officer shall
hold office until his successor shall have been duly elected and shall have
qualified, or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided.

SECTION 3. REMOVAL. Any officer, agent, or factor elected or appointed
by the Board of Directors may be removed by the Board of Directors whenever in
its judgment the best interest of the corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.

SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled by the Board
Of Directors for the unexpired portion of the term.

SECTION 5. PRESIDENT. The President shall be the principal executive
officer of the corporation, and subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors.

SECTION 6. VICE-PRESIDENT(S). The Vice-President or Vice-Presidents
shall assist the President, and in his absence, one of their number as
designated by the Board of Directors, shall preside at all meetings of the
shareholders and of the Board of Directors. A Vice-President when authorized by
the Board of Directors may sign, with the secretary, or any other proper officer
of the corporation thereunto authorized by the Board of Directors certificates
for shares of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors, or by these by-laws, to some other officer or agent of
the corporation, or shall be required by law to be otherwise signed or executed;
and in general, shall perform all duties incident to his office, subject at all
times to the direction of the President, and such other duties as may be
prescribed by the Board of Directors from time to time.

SECTION 7. SECRETARY. The Secretary shall: (a) keep the minutes of the
Shareholders' and Board of Director's meetings, as well as minutes of meetings
of Committees, in one or more books provided for that purpose; (b) see that all

3
<PAGE>
notices are duly given in accordance with the provisions of these by-laws, or as
required by law; (c) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation under its seal is
duly authorized; (d)Keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by each such shareholder;
(e) sign with the President, or an authorized Vice-President, certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation; (g) maintain at the Company's principal
office in Nevada a certified copy of the Articles of Incorporation and all
Amendments thereto, a certified copy of the By-Laws and all Amendments thereto,
and a stock ledger or duplicate stock ledger, revised annually, containing the
names, alphabetically arranged, of all persons who are stockholders of the
Company, showing their places of residence, if known, and the number of shares
held by them respectively, or in lieu of such stock ledger or duplicate stock
ledger, a statement setting out the name of the custodian of such ledger or
duplicate, and the present and complete post office address, including street
and number, if any, where same is kept; (h) in general perform all duties
incident to the office of Secretary, and such other duties as from time to time
may be assigned to him by the President or Board of Directors.

SECTION 8. TREASURER. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with surety or sureties as the Board of Directors shall determine. He shall:
(a) have charge and custody of and be responsible for all funds and securities
of the corporation; receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the name
of the corporation in such banks, trust companies or other depositaries as shall
be selected in accordance with the provisions of Article V of these by-laws; and
(b) in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the President
or by the Board of Directors.

SECTION 9. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries, when authorized by the Board of Directors, may sign with
the President, or an authorized Vice-President, certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties as shall be Assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.

SECTION 10. SALARIES. The salaries of the Officers shall be fixed from
time to time by the Board of Directors and no Officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.

ARTICLE V.
CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The Board of Directors may authorize any Officer,
or Officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Company, and such authority
may be general or confined to specific instances.

SECTION 2. LOANS. No loan shall be contracted on behalf of the Company
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Company, shall be signed by such Officer or Officers, agent or
agents of the Company and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

4
<PAGE>
SECTION 4. DEPOSITS. All funds of the Company not otherwise employed
shall be deposited from time to time to the credit of the Company in such banks,
trust companies, or other depositaries, as the Board of Directors may select.

ARTICLE VI.
CAPITAL STOCK

SECTION 1. STOCK CERTIFICATES. Certificates for stock of the Company
shall be in such form as the Board of Directors may from time to time prescribe
and shall be signed by the President, or an authorized Vice-President, and by
the Secretary or an Assistant Secretary. If certificates are signed by a
Transfer Agent, acting in behalf of the Company, and a Registrar, the signatures
of the officers of the Company may be facsimile.

SECTION 2. TRANSFER AGENT AND REGISTRAR. The Board of Directors shall
have power to appoint one or more Transfer Agents and Registrars for the
transfer and registration of certificates of stock, and may require that stock
certificates shall be countersigned and registered by one or more of such
Transfer Agents and Registrars. The Company cannot act as its own Registrar.

SECTION 3. TRANSFER OF STOCK. Shares of capital stock of the Company
shall be transferable on the books of the Company only by the holder of record
thereof in person, or by a duly authorized attorney, upon surrender and
cancellation of certificates for a like number of shares.

SECTION 4. LOST CERTIFICATES. In case any stock certificate of the
Company shall be lost, stolen, or destroyed, the Company may require such proof
of the fact and such indemnity to be given to it and to its Transfer Agent and
Registrar, if any, as shall be deemed necessary or advisable by the Company.

SECTION 5. HOLDER OF RECORD. The Company shall be entitled to treat the
holder of record of any share or shares of stock as the holder thereof in fact,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by law.

SECTION 6. CLOSING OF BOOKS. The Board of Directors shall have power to
close the stock transfer books of the Company for a period not exceeding 60 days
preceding the date of any meeting of stockholders or the date for payment of any
dividend, or the date for the allotment of rights, or the date when any change,
or conversion or exchange of capital stock, shall go into effect; provided that,
in lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date, not exceeding 60 days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for
allotment of rights, or the date when any change, or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of and to vote at any such meeting, or
entitled to receive payment of any such dividends, or any such allotment of
rights, or to exercise the rights in respect to any such change, conversion, or
exchange of capital stock, and in such case only stockholders of record on the
date so fixed shall be entitled to such notice of and to vote at such meeting,
or to receive payment of such dividend, or allotment of rights, or exercise such
rights, as the case may be, and notwithstanding any transfer of any stock on the
books of the Company after such record date fixed as herein provided.

ARTICLE VII.
FISCAL YEAR

The fiscal year of the corporation shall begin on the FIRST DAY OF
JANUARY and end on the 31ST DAY OF DECEMBER in each year.

ARTICLE VIII.
DIVIDENDS

The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares of capital stock in the
manner and upon the terms and conditions provided by law.

5
<PAGE>
ARTICLE IX.
SEAL

The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal".

ARTICLE X.
AMENDMENTS

These by-laws may be altered, amended or repealed, and new by-laws may
be adopted by the Board of Directors at any regular or special meeting of the
Board of Directors.

ARTICLE XI.
WAIVER OF NOTICE-CONSENT

SECTION 1. WAIVER. Whenever any notice is required to be given to any
Shareholder or Director of the corporation under thc provisions of these
by-laws, or under the provisions of the Laws of the State of Nevada, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

SECTION 2. CONSENT OF DIRECTORS. Any action required or permitted to be
taken at any meeting of the Board of Directors or any Committee thereof maybe
taken without a meeting if a written consent thereto is signed by all the
members of the Board of Directors or of such Committee. Such consent shall be
filed with the minutes of the proceeding.

SECTION 3. CONSENT OF STOCKHOLDERS. Any action, except election of
directors, which may be taken by a vote of the stockholders at a meeting, may be
taken without a meeting if authorized by the written consent of a majority of
the voting power, or when required by law the greater proportion so required.
Such consent shall be filed with the minutes of the proceedings.

ARTICLE XII.
IRREGULARLY CALLED MEETINGS - RATIFICATION AND APPROVAL.

Whenever all persons entitled to vote at any meeting, whether of
directors or stockholders, consent, either by:

(a) A writing on the records of the meeting or filed with the
secretary; or

(b) Presence at such meeting and oral consent entered on the minutes;
or

(c) Taking part in the deliberations at such meeting without
objection; the doings of such meeting shall be as valid as if had
at a meeting regularly called and noticed.

At such meeting any business may be transacted which is not excepted
from the written consent or to the consideration of which no objection for want
of notice is made at the time.

If any meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of the meeting
may be ratified and approved and rendered likewise valid and the irregularity or
defect therein waived by a writing signed by all parties having the right to
vote at such meeting.

Such consent or approval of stockholders or creditors may be by proxy
or attorney, but all such proxies and powers of attorney must be in writing.

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the use in the General Form for Registration of Securities of
Small Business Issuers on Form 10-SB of our report dated October 13, 1999, on
our audit of the financial statements of Millenium Holding Group, Inc. as of
September 30, 1999 and for the nine months then ended.

We also consent to the use in the General Form for Registration of Securities of
Small Business Issuers on Form 10-SB of our report dated February 16, 1999, on
our audits of the financial statements of Amex Systems Corporation Inc. as of
December 31, 1998 and 1997 and for the years then ended.

DANA F. COLE & COMPANY

Lincoln, Nebraska
December 7, 1999

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C> <C> <C>
<PERIOD-TYPE> 6-MOS YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998 DEC-31-1997
<PERIOD-END> JUN-30-1999 DEC-31-1998 DEC-31-1997
<CASH> 665,262 157,078 58,258
<SECURITIES> 0 0 0
<RECEIVABLES> 300,090 6,347 964,233
<ALLOWANCES> 0 0 0
<INVENTORY> 1,300,078 1,056,732 718,212
<CURRENT-ASSETS> 2,300,085 1,705,368 1,792,831
<PP&E> 2,151,429 2,151,136 2,396,484
<DEPRECIATION> 182,833 152,834 105,418
<TOTAL-ASSETS> 4,408,600 3,823,054 4,305,245
<CURRENT-LIABILITIES> 2,443,184 1,952,945 3,676,178
<BONDS> 1,040,572 205,703 34,543
0 0 0
0 0 0
<COMMON> 3,955 3,955 1,245
<OTHER-SE> 920,889 (96,834) 59,868
<TOTAL-LIABILITY-AND-EQUITY> 4,408,600 3,823,054 3,676,178
<SALES> 3,052,531 3,940,234 1,358,004
<TOTAL-REVENUES> 3,052,531 3,940,234 1,358,004
<CGS> 1,684,746 2,865,641 1,024,068
<TOTAL-COSTS> 1,684,746 2,865,641 1,024,068
<OTHER-EXPENSES> 621,929 2,267,953 181,337
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 30,672 442,431 61,352
<INCOME-PRETAX> 415,184 (1,635,791) 91,247
<INCOME-TAX> (32,595) 544,080 (36,736)
<INCOME-CONTINUING> 382,589 (1,091,711) 54,511
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 635,134 45,320 0
<CHANGES> 0 0 0
<NET-INCOME> 1,017,723 (1,046,391) 54,511
<EPS-BASIC> 0.03 (0.03) 0.02
<EPS-DILUTED> 0.03 (0.03) 0.02

</TABLE>