UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
MILLENIUM HOLDING GROUP, INC.
(Formally known as Amex Systemss Corporation)
---------------------------------------------
(Name of Small Business Registrant)
0-28431
----------------------
Commission File Number
Nevada 88-0109108
- ------------------------ ----------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number.)
3800 Old Cheney Road Suite 101-222
Lincoln, NE 68516
(Former Address 6030 Village Drive, Suite 200 Lincoln, NE 68516)
----------------------------------------------------------------
(Address of Principal Executive Offices Including Zip Code)
(402) 434 5690
------------------------------
(Registrants Telephone Number)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.05 par value
(Title of Class)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to filing requirements for the past 90 days. [X] YES [ ] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Registration S-K is not contained herein, and will not 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-K or any
amendment of this Form 10-K. [ ]
The registrant's revenues for its most recent fiscal year were $ 0
Number of shares outstanding of each of the registrant's classes of common
equity, (par value $.05) as of March 20, 2000 is 11,366,525. The closing price
of the shares on March 20, 2000 was $4.20. The market value of the Common Shares
held by non-affiliates was $7,309,638.
Transitional Small Business Disclosure Format: [ ] Yes [X] No
<PAGE>
The following documents are herein incorporated by reference: (1) Form
10SB12G filed on December 9, 1999 (file No. 000-28431), is incorporated in Part
III 13(a). (2) An 8-K filed on February 18, 2000 disclosing the fact that the
Company acquired certain proprietary products from Mr. Richard Ham the President
and beneficial owner of the controlling shareholder of the Company. The Company
agreed to issue 1,468,436 shares of Restricted common shares at a value of $.50
per share, which equals the amount, expended by Mr. Ham. The shares of the
Company were not trading at the time of the acquisition. The Company also
disclosed the execution of a Letter of Intent wherein the Company agreed to
purchase with stock and cash the Stanford Life Insurance Company. An 8-K filed
on March 7, 2000 disclosing the fact that there was a change of control of the
Company based upon the acquisition of the assets from Mr. Ham. The 8 K also
disclosed the fact that the Board of Directors had approved a 5 for 1 forward
stock split. An 8-K filed on March 16, 2000 disclosing the fact that the NASD
had assigned a new CUSIP number to the Company because of the forward stock
split. The registrant filed an 8 K on March 17, 2000 announcing the assignment
of a new trading symbol (MNHG). The information found in this paragraph (2) is
incorporated in Part III 13(b). The original controlling shareholder and
subsequent controlling shareholder filed Schedules 13 D and 13 G which are
incorporated by reference.
MILLENIUM HOLDING GROUP, INC.
INDEX
PAGE
----
PART I
ITEM 1. DESCRIPTION OF BUSINESS ..................................... 2
BUSINESS DEVELOPMENT ....................................... 2
BUSINESS ................................................... 2
PATENTS .................................................... 3
ITEM 2. DESCRIPTION OF PROPERTY ..................................... 3
ITEM 3. LEGAL PROCEEDINGS ........................................... 3
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ......... 3
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS ......................................... 3
ITEM 6. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION ............... 4
ITEM 7. FINANCIAL STATEMENTS ........................................ 5
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL MATTERS ............................ 5
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ........... 5
ITEM 10 EXECUTIVE COMPENSATION ...................................... 6
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT .................................................. 6
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .............. 7
ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K ............................ 7
i
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
The Company was originally known as Amex Corporation and most recently as
Amex Systems Corporation (MILH 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
Millenium Holding Group, Inc. (OTC BB:MNHG) is a publicly traded and fully
reporting financial services Company in early stage development. The passage of
the Financial Modernization Act (Gramm-Leach-Bliley Act) will radically overhaul
the nation's banking, insurance and securities markets. The Act allows one
Company to possess all three disciplines. Millenium Holding intends to, and is
actively pursuing the creation of an Internet National Bank and an Internet
Insurance Company. It is also exploring the possibility of forming or acquiring
a Broker Dealer in order to service the securities market.
The Company has entered into a Letter of Intent to acquire, with stock and
cash, a life insurance company. The due diligence process has started and the
Company feels the transaction should be concluded within 60 days.
The Company is also 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 Company has also entered into a Letter of Intent
to acquire the Stanford Life Insurance Company. The Company 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 Company will also file an application with the
Federal Deposit Insurance Corporation (FDIC) for deposit insurance and will
become a member of the Federal Reserve Systems. The Internet insurance company
will commence operation as soon as possible after the transaction is closed.
The Company will offer checking and savings accounts and electronic bill
paying services. The customers will make deposits through direct deposit, wire
transfers or mail. The Company 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 their P C.
2
<PAGE>
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's security holders will be advised
that the SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding Companies that file
electronically with the SEC at http://www.sec.gov.
PATENTS
The Company does not own, nor has it applied for any Patents.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's office is located at 3800 Old Cheney Road Suite 101 222
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.
ITEM 3. 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 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters have been submitted to a vote of security holders.
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Information
The Company's common equity is traded on the Over the Counter Bulletin
Board. The Company has been unable to determine the quarterly high and low sales
price for the past two years. The Company believes the low price in 1998 was
$.33 and the high was $.5. In 1999, the Company believes the low price was $.05,
the high $23.59 and the current price is $4.21. The only quotes the Company has
been able to determine in the year 2000 were $21.00 immediately prior to the
forward split and $4.20 immediately thereafter. There has been no volume of
trading.
(b) There are approximately 947 holders of the common equity of the
Company.
(c) 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.
3
<PAGE>
ITEM 6. MANAGEMENT'S PLAN OF OPERATION
Millenium Holding Group, Inc. (OTC BB:MNHG) is a publicly traded and fully
reporting financial services Company in early stage development. The passage of
the Financial Modernization Act (Gramm-Leach-Bliley Act) will radically overhaul
the nation's banking, insurance and securities markets. The Act allows one
Company to possess all three disciplines. The Company has entered into a Letter
of Intent to acquire the Stanford Life Insurance Company, which it anticipates
closing within sixty (60) days. The officers and directors of the Company have
years of experience in the insurance industry. The Company is also actively
pursuing the creation of an Internet National Bank and exploring the possibility
of forming or acquiring a Broker Dealer in order to service the securities
market.
In order to receive a charter to operate an Internet National Bank, the
Company 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 Company's cash requirements in the near future will
be met in by the principal shareholders, Richard Ham and Ham Consulting Company.
The principal shareholders have 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.
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 Company will raise at least
five million dollars ($5,000,000), net of all fees and organizational costs.
Mr. Ham has sold to the Company certain proprietary insurance products for
restricted shares of the Company's stock. This information is set forth in a
certain 8 K filed on February 18, 2000, which is incorporated by reference.
The software required for the Internet bank is in control of the majority
shareholder and will be leased to the Company by the principal shareholder. It
is state of the art and can service up to a fourteen billion-dollar bank. The
Systems will provide an automation Systems with multi-currency and multi-lingual
abilities. The core Systems is stable and secure with an adaptable foundation
that allows the Company to continue to focus its resources and attention on
delivering products and services to its customers. The software, which can be
adapted to the insurance business, will be the center of the Company'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.
This very unique software will allow the Company to expand into the now
authorized banking field of insurance. The Company is now ready to embark on
said expansion and has the software in place to do so.
There is no other plan to develop new products within the next 12-month
period.
4
<PAGE>
The Company is also intending to become a member of the Society for
Worldwide Interbank Financial Telecommunication (S.W.I.F.T.). It is the
Company's belief that membership in this organization will provide the bank
international access and credibility. The core banking Systems will be
interfaced with S.W.I.F.T. so that transactions will automatically be recorded
throughout the appropriate components of the automated Systems. This
organization provides low-cost competitive financial processing and
communication services of the highest quality, integrity and reliability.
The Company 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 to better service the Company's banking and insurance
customers.
ITEM 7. FINANCIAL STATEMENTS
The Financial Statement of the Company are filed as a part of this Annual
Report. See index to the financial statements on Page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL MATTERS
There have been no changes of Accountants or disagreements with the
registrants Accountants on accounting and financial matters.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
The Company 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.
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 Company formerly known as Amex
Systemss 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.
5
<PAGE>
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 Company. Ms. Aufdenkamp is married
to Mr. Ham.
None of the Directors, Officers have been convicted or are subject to a
pending criminal proceeding, nor have they been subjected to any type of order
barring, suspending or otherwise limiting their involvement in any type of
business, securities or banking activities. Furthermore, none of the Directors
and Officers have been found by a court of competent jurisdiction, the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Officers, Directors and those beneficially owning more than 10% of
small business Company's class of equity securities registered under Section 12
of the Exchange Act, shall file reports of ownership and any change in ownership
with the Securities and Exchange Commission. Copies of these reports are to be
filed with the Company.
Based upon a review of these reports the Company has concluded that a Form
4 was filed, even though the shares of stock had not been received by the
shareholder as of the date of filing, by those required to file said report
covering the change of beneficial ownership of securities. It is also clear that
a schedules 13D and 13 G were filed.
ITEM 10. EXECUTIVE COMPENSATION
The President of the Company has been accruing a monthly salary of
$4,500.00 and the Secretary accrues $3,000.00 monthly. The salaries have been
accruing since December 15, 1999.
ITEM 11. 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 Company 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 Beneficial Percentage of
of Beneficial Owner Ownership Class
------------------- --------- -----
Ham Consulting Company. (*) 2,283,955 20.1%
3800 Old Cheney Road Ste 101-222
Lincoln, NE 68516
Richard L. Ham
3800 Old Cheney Road Ste 101-222 7,342,180 64.6%
Lincoln, NE 68516
All Executive Officers and
Directors as a Group (2) 9,626,135 84.7%
- ----------
(*) 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
Company.
6
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The software to be used in the operation of the Company will be leased from
AmBel International of which the officers and directors of the Company are
majority shareholders.
There are no parents of this small business Company.
There are and have been no transactions with promoters.
There were no material underwriting discounts and commissions upon the sale
of securities by the Company 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. However, there has been a purchase, for
restricted stock, of certain insurance products from Mr. Ham by the Company as
disclosed in a certain 8 K dated February 18, 2000 and incorporated by
reference.
There are no parents of this small business Company.
ITEMS 13. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
3.1 Articles of Incorporation with Amendments filed with the Form 10
SB on December 9, 1999 and incorporated by reference
3.2 By Laws filed with the Form 10 SB on December 9, 1999 and
incorporated by reference
3.3 Computation per share earnings in filed with Form 10 SB on
December 9, 1999 and incorporated by reference and in current
financial statements.
23 Consent of Accountant
27 Financial Data Schedule
B. Reports on Form 8-K
The Company filed three (3) reports on Form 8 K to date.
On February 18, 2000 advising of the acquisition of assets from Mr.
Ham and Letter of Intent to purchase the Stanford Life Insurance
Company.
On March 7, announcing a change in control.
On March 16 announcing a new CUSIP number.
On March 17 announcing a new symbol (MNHG)
Schedules 13D and 13G were also filed by Mr. Ham on March 6 and 7
respectively
7
<PAGE>
SIGNATURE PAGE
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.
MILLENIUM HOLDING GROUP, INC.
March 27, 2000 /s/ Richard L. Ham
----------------------------------------
Richard L. Ham, Director and President
/s/ Carla Aufdenkamp
----------------------------------------
Carla Aufdenkamp
Vice President, Secretary and Director
8
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
3.1 Articles of Incorporation with Amendments filed with the Form 10 SB
on December 9, 1999 and incorporated by reference
3.2 By Laws filed with the Form 10 SB on December 9, 1999 and
incorporated by reference
3.3 Computation per share earnings in filed with Form 10 SB on December
9, 1999 and incorporated by reference and in current financial
statements.
23 Consent of Accountant
27 Financial Data Schedule
<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 Corpor-ation) as of December 31, 1999, and the related statements of
income, retained earnings, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's manage-ment. 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 Millenium Holding Group, Inc.
as of December 31, 1999 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
Lincoln, Nebraska
February 8, 2000
F-1
<PAGE>
MILLENIUM HOLDING GROUP, INC.
(FORMERLY AMEX SYSTEMS CORPORATION)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
Reinstatement costs $ 18,945
Overriding royalty interests, Rusk
and Harrison Counties, Texas 1
----------
TOTAL ASSETS $ 18,946
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accrued wages 3,750
Accrued payroll taxes 448
Accounts payable - stockholder 20,944
----------
TOTAL LIABILITIES 25,142
----------
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
Retained earnings (deficit) (6,197)
Deficit accumulated during the development stage (2,496,624)
----------
Total stockholders' equity (6,196)
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 18,946
==========
See accompanying notes to financial statements.
F-2
<PAGE>
MILLENIUM HOLDING GROUP, INC.
(FORMERLY AMEX SYSTEMS CORPORATION)
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999
REVENUES $ 0
-------
EXPENSES
Salaries and wages 3,750
Payroll tax expense 448
Office expenses 1,369
Professional fees 630
-------
TOTAL EXPENSES 6,197
-------
NET INCOME (LOSS) $(6,197)
=======
See accompanying notes to financial statement.
F-3
<PAGE>
MILLENIUM HOLDING GROUP, INC.
(FORMERLY AMEX SYSTEMS CORPORATION)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Common Stock Retained Deficit from
----------------------- Paid-in Earnings Development
Shares Amount Capital (Deficit) Stage Totals
------ ------ ------- --------- ----- ------
<S> <C> <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 on June 2, 1999 (21,183,255)
Net activity,
December 31, 1999 (6,197) (6,197)
----------- --------- --------- ------- ---------- ------
BALANCES, December 31, 1999 704,869 1,094,406 1,402,219 (6,197) (2,496,624) (6,196)
=========== ========= ========= ======= ========== ======
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
MILLENIUM HOLDING GROUP, INC.
(FORMERLY AMEX SYSTEMS CORPORATION)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
Net income (loss) (6,197)
--------
Adjustments to reconcile net income to
net cash provided by operating activities:
(Increase) decrease in Prepaid expenses (18,945)
(Decrease) increase in
Accrued wages 3,750
Accrued payroll taxes 448
Accounts payable - stockholder 20,944
--------
Total adjustments 6,197
========
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.
F-5
<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 had been inactive and has not actively conducted operations,
generated revenues or incurred expenses since 1995. During 1999 the company
started up operations and will be in full time operations in 2000.
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.
NOTE 2. MERGERS
In 1970, 1971 and 1994, the Company completed the 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 connec-tion 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 applica-tion 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 trans-actions 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.
F-6
<PAGE>
MILLENIUM HOLDING GROUP, INC.
(FORMERLY AMEX SYSTEMS CORPORATION)
NOTES TO FINANCIAL STATEMENTS
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.
NOTE 4. STATUS OF ACTIVITIES AND OPERATIONS
The Company had 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. The company
started up operations again in 1999 and will be in full operation in 2000.
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 and $5,000 cash 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 was reinstated on
December 29, 1999 to the OTCBB listing. The Company had incurred expenses of
$18,945 for this reinstatement and these costs will be amortized over five
years starting in 2000.
F-7
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 February 8 2000, on our
audits of the consolidated financial statements of Millenium Holding Group, Inc.
as of December 31, 1999 and for the year 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 audit of the financial statements of Amex Systems Corporation, Inc. as of
December 31, 1998 and 1997 and for the years then ended.
/s/ DANA F. COLE & COMPANY
Lincoln, Nebraska
March 23, 2000
<TABLE> <S> <C>
<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>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 18,945
<ALLOWANCES> 0
<INVENTORY> 1
<CURRENT-ASSETS> 18,946
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 18,946
<CURRENT-LIABILITIES> 25,142
<BONDS> 0
0
0
<COMMON> 1,094,406
<OTHER-SE> (1,100,602)
<TOTAL-LIABILITY-AND-EQUITY> 18,946
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,197
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,197)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,197)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,197)
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
