MILLENIUM HOLDING GROUP INC /AZ/
10QSB/A, 2000-05-18
BUSINESS SERVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1
                  Quarterly Report Under Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


   March 31, 2000                                                0-28431
- ---------------------                                    ----------------------
For the Quarter Ended                                    Commission File Number

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

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


              3800 Old Cheney Road Suite 101-222, Lincoln, NE 68516
           ----------------------------------------------------------
           (Address of Principal Executive Offices Including Zip Code)

                                 (402) 434 5690
                           --------------------------
                           (Issuers Telephone Number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or 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.  YES [X]  NO [ ]

Number of shares  outstanding of each of the issuer's  classes of common equity,
as of March 31, 2000; 11,366,525

         Transitional Small Business Disclosure Format: Yes [ ]  No [X]
<PAGE>
                   EXPLANATORY NOTE REGARDING AMENDMENT NO. 1


        This  Amendment  No. 1 is being  filed  solely  to  correct  a  "flawed"
Financial  Data Schedule  previously  filed as Exhibit No. 27 in the Form 10-QSB
for the quarter ended March 31, 2000, filed with the Commission on May 15, 2000.

                                       1
<PAGE>
ITEM 6. 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  current   financial
                  statements  and filed with Form 10 SB on  December 9, 1999 and
                  incorporated by reference.

            23    Consent  of  Accountant  incorporated   by  reference  to  the
                  Form 10-QSB filed on May 15, 2000.

            27    Financial Data Schedule

        (b) Reports on Form 8-K

                  There  have  been five  reports  filed on Form 8-K and all are
            incorporated by reference.

            1.    February 18, 2000  disclosing  acquisition  of assets from the
                  President of the registrant

            2.    March 4, 2000 which disclosed a five for one stock split and a
                  letter of intent  indicating the  acquisition of Stanford Life
                  Insurance Company.

            3.    March 16,  2000  disclosing  a change  of CUSIP  number by the
                  NASD.

            4.    The stock  symbol was change and  reported  in an 8 K filed on
                  March 17, 2000.

            5.    The  acquisition  of an  insurance  agency  from  Mr.  Ham the
                  majority shareholder reported on May 1, 2000.

                                        2
<PAGE>
                                    SIGNATURE

     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.


May 18, 2000                            /s/ Richard L. Ham
                                        ----------------------------------------
                                        Richard L. Ham, Director and President


                                        3

<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 REFERNCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                          <C>
<PERIOD-TYPE>                 3-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-START>                                 JAN-01-2000
<PERIOD-END>                                   MAR-31-2000
<CASH>                                                   0
<SECURITIES>                                             0
<RECEIVABLES>                                            0
<ALLOWANCES>                                             0
<INVENTORY>                                              1
<CURRENT-ASSETS>                                         1
<PP&E>                                                   0
<DEPRECIATION>                                           0
<TOTAL-ASSETS>                                     752,217
<CURRENT-LIABILITIES>                               63,145
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                         1,172,828
<OTHER-SE>                                       (483,756)
<TOTAL-LIABILITY-AND-EQUITY>                       752,217
<SALES>                                                  0
<TOTAL-REVENUES>                                         0
<CGS>                                                    0
<TOTAL-COSTS>                                            0
<OTHER-EXPENSES>                                    43,950
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       0
<INCOME-PRETAX>                                          0
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                                      0
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                      (43,950)
<EPS-BASIC>                                         (0.04)
<EPS-DILUTED>                                       (0.04)


</TABLE>


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