MILLENNIUM SOFTWARE INC
10SB12G/A, 2000-09-12
BUSINESS SERVICES, NEC
Previous: MEVC DRAPER FISHER JURVESTON FUND I INC, 10-Q, EX-27, 2000-09-12
Next: MILLENNIUM SOFTWARE INC, 10SB12G/A, EX-3.0, 2000-09-12




                                  UNITED STATES
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549



                                 FORM 10SB12G/A
                                 Amendment No.3



                        GENERAL FORM FOR REGISTRATION OF
                      SECURITIES OF SMALL BUSINESS ISSUERS

        Under Section 12(b) or (g) of the Securities Exchange Act of 1934


                            Millennium Software, Inc.
                    Formerly "Legal Protection Services Inc."
              (Exact name of registrant as specified in its charter)


             Nevada                                      93-1206546
---------------------------------              -------------------------------
 (State or other jurisdiction of              (I.R.S. Employer identification
  incorporation or organization)                         number)


            2950 E. Flamingo, Suite. G, Las Vegas, Nevada 89121
                 (address of principal executive offices)


Issuer's Telephone Number: (702) 369-9614

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

Title of each class to be so registered: n/a

Name of exchange on which each class is to be registered: n/a


Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.004 per share


<PAGE>


                INFORMATION REQUIRED IN REGISTRATION STATEMENT

                                     PART 1
                                     ------

ITEM 1.  DESCRIPTION OF BUSINESS

THE COMPANY

     Millennium  Software,  Inc. (the  "Company") was  incorporated  on February
20th, 1996 as ICS (9614), Inc., with the purpose of establishing a business that
offered  consumers  pre-paid  legal  services.  On March 5,  1996,  the  Company
approved a name change to Legal Protection Services, Inc.

     The Company was unable to find a suitable vendor to provide  pre-paid legal
services,  so the Company decided to re-focus its business efforts. In July 1997
the Company changed its name to Millennium Software,  Inc., and formulated plans
to engage in the business of computer software marketing and distribution.


    From July 1997 to the present,  the Company has been successful in acquiring
rights to  distribute  three new software  systems and User Guides  described as
CheckMy  Banking  2000,  CheckMy  Loans  2000 and  CheckMy  Mortgage  2000  (the
"Software"). The Company commenced selling these products in April 2000.

     The Company entered into an Electronic  Distribution Agreement with Digital
River,  Inc.,  ("Digital  River") Eden  Prairie,  Minnesota on March 8th,  1999.
Digital River provides  web-based order  processing,  credit card  authorization
services for the Company.  Digital  River is  currently  delivering  Software to
customers by electronic  download,  and in physical  CD-ROM form.  The agreement
with Digital River is for a period of two years from March 8th, 1999,  renewable
by mutual consent.  Digital River is an independent  third party company (NASDAQ
Symbol DRIV) providing order processing facilities for several thousand software
companies.   The  Internet   site  for  Digital   River,   Inc.  is  located  at
http://www.digitalriver.com.  Digital  River is currently  the sole  supplier of
credit card order processing and product delivery services for the Company.  The
fee levied by Digital  River for the  services  provided  is 20% of order  value
received from sales of the Software.

     The Company  entered into a Software  Licensing  Agreement (the  "Licensing
Agreement")  with  Abacus  Systems,  Ltd.,  ("Abacus")  on December  8th,  1999,
(amended May 1,2000) whereby the Company has obtained exclusive worldwide rights
to copy, distribute,  sell and sub-license  reproduction and distribution rights
to the  Software  developed  by Abacus in return  for  future  royalty  payments
amounting to 15% in aggregate of net  revenues  from sale of the  Software.  The
Licensing Agreement is for a period of one year from December 8, 1999, renewable
by mutual consent.  Abacus Systems,  Ltd is a company  controlled and managed by
the President of the Company.  Abacus Systems,  Ltd.  controls  5,955,750 shares
(79.89%) of the 7,454,500 fully diluted number of shares issued of Company Stock
as of September 11, 2000.

     The  Company  has  registered  two  websites,   http://www.mlnsoft.com  and
http://www.checkmy2000.uk.com  ("Web  Sites")  which were made  available to the
public on April 1, 2000.



<PAGE>


    The Company was in a development  stage from its  incorporation  in February
1996 until March 31, 2000 and did not generate any revenues from its  operations
during  this  period.  From  April 1, 2000,  the  Company  commenced  generating
revenues  from sales of the  Software.  To June 30, 2000,  the Company  received
orders for Software amounting to $889.

METHODS OF DISTRIBUTION

     The Company uses the Internet to market software  products and related User
Guides. Consumers who decide to purchase the Software receive Software delivered
via electronic download or on CD-ROMs by standard mail services.

     The  Company  has two  Web  Sites  located  at  http://www.mlnsoft.com  and
http://www.checkmy2000.uk.com.  The  www.mlnsoft.com  site  addresses the US and
Canadian markets for the Software, the www.checkmy2000.uk.com site addresses the
UK market for the  Software.  Both sites are linked to the Digital  Rivers order
processing website. The Companies Web Sites were made available to the public on
April 1, 2000 and are currently  fully  operational  and functioning to expected
levels of performance.

     The Company incurred costs of $19,299 for the development for its Web Sites
to the most recent accounting date available, June 30, 2000.

     The Company  promotes its Web Sites  through  inclusion  in leading  search
engines,   through   advertising  in  web  site  directories,   through  seeking
independent  editorial  review of the Software  products  and through  promoting
Internet linkages leading visitors to the Company's Web Sites.

     The Company  promotes its Web Sites through  expanding its network of third
party Internet sites that lead visitors directly to the Company's Web Sites. The
Company has introduced a commission based sales incentive for Internet marketing
affiliates  ("Affiliates")  which  provides a 30% sales  commission on net sales
income earned from buyers that originate from third party Affiliates.

         The Company's Web Sites have worked to expected specification. Both Web
Sites were  available for 99% of available  time since opening on April 1, 2000,
and less than 1% of errors  have been  reported  with the links  within both Web
Sites.  Software made a satisfactory  level of error free entry into  customer's
computer systems, with zero product returns and one software error reported. The
services   provided  by  Digital  River  for  order   processing,   credit  card
authorizations  and  delivery of the  Software  by  electronic  download  and in
physical CD-ROM form have worked without any reported problems.

SUPPLIERS

     The Company copies, markets,  distributes and sub licenses the Software and
User Guides developed and supplied by Abacus Systems Ltd., ("Abacus"). Abacus is
a private Bermuda company  controlled by Anthony  Bigwood,  the President of the
Company.  Abacus  has 22 other  shareholders,  none of whom are  related  to the
President  in any way.  The  Company has  insufficient  financial  resources  or
skilled personnel to undertake software development on its own. It has therefore
reached an agreement with Abacus  whereby  Abacus has developed  Software at its
own cost and the Company has acquired the  exclusive  worldwide  rights to copy,
reproduce, distribute and sub-license rights to reproduction and distribution of
the  Software in return for  payments to Abacus of 10%  royalties of net revenue
income  received by the Company from sale of Software and User Guides,  and a 5%
royalty  fee  for  the  provision  of  technical  support  to the  Company.  The
provisions for termination of the Software Licensing Agreement are as follows:
<PAGE>

1.   Abacus may terminate the License,  at its sole  discretion,  if Royalty and
     Fee payments due to Abacus,  or any part  thereof,  become 120 days or more
     overdue.
2.   Abacus may terminate  the License,  at its sole  discretion,  if management
     control of Millennium changes from the current arrangements.
3.   Millennium may terminate this License,  at its sole  discretion,  by giving
     120 days written notice to Abacus.
4.   The License will be terminated immediately upon written notice by Abacus if
     the confidentiality provisions are breached by Millennium.

The License  Agreement will continue in effect for one (1) year from December 8,
1999 (Initial Term)and will be automatically  renewed for successive  additional
one (1) year terms (each, a Renewal Term) unless terminated by either party upon
thirty (30) days written  notice prior to the expiration of the Initial Term and
Renewal Term.

   The  confidentiality  provisions within the Licensing  Agreement are that the
Company agrees to keep confidential all proprietary knowledge acquired about the
Products,  promises not to divulge any such  knowledge to any third party unless
prior written consent of Abacus and its representatives is provided.  Failure to
abide by these confidentiality rules will cause an immediate cancellation of the
License.

     The Company does not engage in software  development  activities except for
the support and maintenance of its Web Sites. It intends to contract with Abacus
Systems Ltd for the design and development of additional software products to be
provided  at Abacus  expense.  The  Company  will pay Abacus 15% of net  revenue
income received by the Company from sale of these future products.


PRODUCTS

     The  Company  holds  the  exclusive  worldwide  marketing  rights  to three
software  products:  CheckMy  Banking  2000,  CheckMy  Loans  2000,  and CheckMy
Mortgage  2000.  All three products are designed for personal and small business
users. The Software runs on Windows 95 or 98 computer  systems.  CheckMy Banking
2000  provides  a  software  import  feature  for  Quicken  QIF  files.  Quicken
(Copyright: Intuit, Inc., Mountain View) is the leading software product for the
easy and  efficient  organization  of  personal  and  small  business  financial
records.  There are believed to be several  million users of Quicken  worldwide.
CheckMy  Banking  2000  calculates  bank  charges,  interest and cleared and net
balances.


     CheckMy  Loans  2000  provides  a new  powerful  person  loan  amortization
management system. The software updates monthly loan balances,  interest due and
paid amounts and provides loan reports. It contains 25 software  calculators for
various "what-if" possibilities,  such as calculating interest savings with loan
consolidation,  savings  arising  from early  loan  repayments,  higher  monthly
repayments.  The software  checks lenders loan interest and loan terms and finds
true values.

     CheckMy  Mortgage 2000 is a smart  mortgage  amortization  calculator  that
contains  several  advanced new "mortgage  comparison" and forecasts of property
value  features.  The  software  calculates  mortgage  amortization   schedules,
refinance  balances and total mortgage  interest  costs.  The software  provides
"compare  mortgages"  and  "refinance"  sections  which  calculate   alternative
financial  results from different  mortgages.  The software is aimed at personal
users who wish to keep watch on their mortgage finances. Country settings screen
allows users to select US, Canadian, or UK mortgage calculations routines.
<PAGE>

COMPETITION

     CheckMy 2000  products  compete in the worldwide  market for personal,  and
small  business   financial  software  There  exists  a  plethora  of  companies
developing financial software, many of which have established operations in this
market and have greater  financial  resources than the Company.  The Software is
unproven and  completely  new.  There is no guarantee  that the President of the
Company will continue to provide  management  or financial  support the Company.
The Company has  insufficient  management  resources  and  personnel  to compete
effectively in either market.  The Company is heavily  reliant on its President.
There is a risk that the software may not appeal to personal and business users.
There is a risk of failure of the Web Sites to perform properly.


    The worldwide  market for personal,  and small business  financial  software
products which run on Windows 95 and 98 computers is extremely  competitive  and
there are many successful and well established  products within this market.  We
believe that CheckMy 2000 products are unique and different  from these existing
financial  products.  They contain many new and advanced financial  calculations
and reporting powers. The Directors expect to create a new market niche in which
CheckMy 2000 products will compete against current products.

     Major competitors in the market for financial software include Intuit, Inc.
(Mountain View, CA), Microsoft Corporation (Redmond,  WA) and Sage Computing Ltd
(UK).


     The Internet is a competing source of financial software,  some of which is
provided free. The increased  supply of free financial  software on the Internet
may pose a considerable competitive threat to the Company's products.


     Several  consulting  and  accounting  firms  numbering  provide bank audit,
mortgage  audit and other  interest  checking  services for a fee. These service
providers are a competing source of financial calculations for end users.

SEASONALITY

     The Company's  proposed  business may be affected by a seasonal trend, with
stronger sales in the run up to Christmas period.


EMPLOYEES

     The Company has no full-time employees at this time, however, the President
and  Secretary  of the Company  work for and on behalf of the Company  part-time
without paid remuneration at present.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATION

     The business  objective of the Company during the period from incorporation
until July 1997 was to acquire a small growth  company in the network  marketing
legal services provision sector.

<PAGE>


     The search for a suitable  company  continued  for 15 months,  during which
period  discussions were held with several firms.  The Company's  investigations
failed to find a suitable  acquisition  candidate  and the search in the network
legal services area was discontinued in July 1997.


     In 1998, the Company requested the President to develop a business strategy
to enter the fast growing Internet  business sector.  Several business models of
Internet  companies were examined and it was concluded  that Internet  marketing
software products was potentially promising  opportunity.  The Company's current
business  objectives  are to  market  and  distribute  Windows  95/98  financial
software products through the Internet.

     The  Company  entered  into a  Software  Licensing  Agreement  with  Abacus
Systems,  Ltd., on December 8th, 1999,  (amended May 1,2000) whereby the Company
has obtained exclusive worldwide rights to sell, copy,  distribute,  sub-license
reproduction and distribution rights to Software products developed by Abacus in
return for future royalty payments.  The Company has agreed to pay Abacus 10% of
royalties based on net revenues  received from the sale of Software  licensed by
Abacus to the Company plus a 5% royalty based on net revenues  received from the
sale of Software  licensed by Abacus to the Company for technical  support.  The
term of the Software  License is for 12 months from December 8, 1999,  renewable
by mutual consent.

     The Company entered into an Electronic  Distribution Agreement with Digital
River,  Inc,  ("Digital  River") Eden  Prairie,  Minnesota  on March 8th,  1999.
Digital River  provides web based order  processing,  credit card  authorization
services for the Company and  delivers  the Software to customers by  electronic
download, and in physical CD-ROM form. The agreement with Digital River is for a
period of two years from March 8th, 1999,  renewable by mutual consent.  Digital
River is an independent  third party company  (NASDAQ  Symbol:  DRIV)  providing
order  processing  services  for several  thousands of software  companies.  The
Internet  site for  Digital  River is  located  at  http://www.digitalriver.com.
Digital  River is the sole  supplier of credit card based order  processing  and
product delivery services for the Company.

     The Company is capable of  delivering  the  Software in CD-ROM form without
services provided by Digital River,  however it is unable to deliver Software by
electronic  download  without  the  facilities  provided  by Digital  River or a
similar supplier.  Suppliers, such as Cybersource Corporation,  Preview Systems,
ShopNow.Com are alternative sources of electronic delivery of the Software.  The
Company has not yet delivered Software to Digital River.



<PAGE>


     The terms of the  Electronic  Distribution  Agreement  with  Digital  River
provide that Digital River collect sales revenues from the Software delivered by
them in accounts  controlled  by them and they deduct 20% of net sales  revenues
obtained from End User customers  processed by Digital River as a Margin Payment
for their  facilities  provided on behalf of the Company.  The Margin Payment to
the Company is subject to adjustment by Digital River based on Software  returns
and refunds paid to End Users. The terms of the agreement are that Digital River
will notify the Company  within thirty days after the end of each calendar month
about payments processed during the previous calendar month and will pay any net
balances owing to the Company within the said thirty days.

     The Company has  sub-licensed  its rights to reproduce and  distribute  the
Software Products to Digital River, Inc.

     Clause 16, "Term and  Termination"  of the  agreement  with  Digital  River
contains the following provisions:

     This  Agreement  will  continue  in effect  for two (2) years from the date
hereof March 3rd, 1999 (Initial  Term).  This  Agreement  will be  automatically
renewed for successive  additional  one (1) year terms (each, a Renewable  Term)
unless  terminated by either party upon ninety (90) days written notice prior to
the expiration of the Initial Term or any Renewable Term.

     The Agreement may be terminated by a party immediately by written notice to
the other party upon the occurrence of any of the following  events:  (i) If the
other party ceases to do business,  or otherwise  substantially  terminates  its
business  operations;  (ii) If the other party shall fail to promptly  secure or
renew any license registration, permit authorization or approval for the conduct
of its  business  in the manner  contemplated  by the  agreement  or if any such
license, registration, permit, authorization or approval is revoked or suspended
and not reinstated  within thirty (30) days; (iii) If the other party materially
breaches  any  provision  of the  agreement  and fails to fully cure such breach
within thirty (30) days of written notice  describing the breach; or (iv) If the
other party becomes  insolvent or seeks  protection  under any bankruptcy  laws,
creditors arrangements, composition or comparable proceedings, or if any respect
whatsoever affect a party's  obligations to make payments top the other party in
connection  with  the  distribution  of  Products  that  occurred  prior  to the
termination of the "Agreement".

         In  April  2000,  the  Company  launched  the new  family  of  software
products,  "CheckMY 2000" developed by Abacus Systems, Ltd. The Software is sold
through the Company's Internet Web Sites.

     The  Company has  inadequate  financial  resources  with which to enter the
market for personal financial  software.  As of June 30, 2000 the Company's cash
balance  was  $3,120,  compared to $508 at March 31, 2000 and $2,884 at June 30,
1999.  The Company has financed  its  operations  since 1998 solely  through the
President providing loan finance for working capital.  These loans have amounted
to $121,400. The balance of loans outstanding owing to the President at June 30,
2000 was $70,325 after repayment of $51,075 loans through the issue of 5,107,500
shares at $0.01 per share to the  President  in lieu of  monetary  repayment  of
debt.

There is no guarantee  that the President will continue to provide loans for the
Company's working capital requirements, and in the event that financing required
for working  capital is not  available to the Company,  the Company will have to
cease trading.

The Company has no definite plans to raise new capital for working  capital over
the next twelve months.  There are no plans for  significant  capital  equipment
purchases.

The Company has minimal operating expenses. The President and Secretary work for
the  Company  on a part  time  basis  and draw no  remuneration.  The  President
provides  office  facilities  for the Company to use at no cost.  The  potential
marketing  expenses  required  to enter the market  for  personal  and  business
software substantially exceeds the Companies current cash resources. The Company
does not anticipate any cash requirements for purchase of significant  equipment
over  the  next  twelve  months.  The  Company  has no  definite  plans to raise
additional  capital  during the next twelve  months.  The  Company is  currently
solely  reliant on the President of the Company  continuing to provide  interest
free loan finance to maintain the Company's  day-to-day  operations.  The annual
operating  expenses  before  marketing and  advertising  costs amount to between
$15,000 and $25,000 per annum.  Expenses for  development  of the  Company's Web
Site to June 30,  2000,  amounting  to  $19,299  which  has been paid for by the
President in full. The Company has no known liabilities  except for repayment of
loans  provided by the  President.  Loans  provided by the  President  have been
provided to the Company on an interest free basis,  no specific  repayment term,
repayable on demand.  The Company  currently has insufficient  cash resources to
repay  these  loans.  During  the  next  twelve  months  any  shortfall  in cash
requirements may be provided through interest free loans provided to the Company
by the President,  however this is not guaranteed. If the President is unable to
provide  loan-bridging   finance,  the  Company  may  have  to  discontinue  its
operations entirely.



<PAGE>


     The Company  conducted a limited  test  market of the  Software  during the
April - June 2000  period.  No firm  conclusions  can be drawn from the  results
obtained  due to the small  number of visitors to the Web Sites  during the test
market period.

The Company  intends to expand its business by focusing on the UK market for the
next phase of its  development.  The Company has drawn up  specifications  for a
Software brochure that it intends to distribute to UK companies by direct postal
mail services during the period July - September 2000. The marketing  budget has
been set at $6,000 to mail 10,000 brochures.  If this test market achieves 1.00%
success rate  ("Success  Rate") defined as the total number of buyers divided by
the total number of mail outs dispatched expressed as a percentage,  or greater,
the test market will be  considered a success.  If the Success Rate  recorded is
lower than 0.50% of the total number of mail outs,  the Company may  discontinue
its  test   marketing   program   altogether  and  seek   alternative   business
opportunities,  including,  but not  limited  to,  a merger  or sale to  another
company.

     Approximately  40% of revenues are re-invested in marketing  expenses.  The
agreement with Digital River provides for net revenues after  deduction of a 20%
distribution payment to Digital River, to be paid 30 days after the close of the
payment month.  The Company  expects that cash  requirement  for working capital
will increase substantially as sales volume increases.

     There are  substantial  uncertainties  and risks involved with the business
plans of the Company,  and added substantial  uncertainties and risk whether the
Company's  cash  resources  will be sufficient to meet the demands placed on the
Company.  There is substantial  uncertainty  whether the Company will be able to
generate  sufficient  revenues to maintain its  operations  over the next twelve
months without additional capital raised or additional  interest free loans from
the president.

     The Company had no history of marketing software products to March 2000.

     The Company had no history of using a third party such as Digital  River to
provide  order  processing,  credit card  authorization  and  delivery  services
electronically  to March 2000,  and there may be  substantial  risks involved in
delivering   products  by  electronic  download  to  End  Users.  There  may  be
substantial  risks involved in the ability of Digital River to pay amounts owing
to  the  Company  under  the  terms  of  the  Electronic  Software  Distribution
Agreement.  Digital River  possessed  cash resources in excess of $50 million at
December  31,  1998  which  may,  or may not,  be  sufficient  to  continue  its
operations for the remaining period of the agreement.

     If Digital River is unable to raise additional working capital, the Company
may be at risk from a withdrawal  of services by Digital River that would impact
the Company's abilities to deliver products electronically. Other companies such
as Cybersource Corporation,  Preview Systems,  ShopNow.Com,  Inc provide similar
services to Digital River and are alternative sources of delivery services.  The
Company is able to deliver  product in CD-ROM  form  without the  facilities  of
Digital River being available.

     There are substantial  risks involved in marketing new software products if
the software  contains  unknown  software  errors  ("Errors") that cause program
failures  when in the hands of End  Users.  The  Software  may  contain  several
unknown  Errors  which may  cause  product  to be  returned  and  sales  revenue
reimbursed  to the End  User.  There  is a risk of  substantial  returns  if the
Software contains such Errors.
<PAGE>

     There are  substantial  risks  involved  in  bringing  the new Web Sites to
market and in the Company's  ability to attract  visitors to the Web Site. There
are several  hundreds of  millions of Web Sites in  existence,  and many of them
compete  strongly in securing  prime Search Engine  placements and in the amount
spent on  marketing  expenditures  to attract  visitors.  The  Company  does not
possess sufficient financial resources to compete effectively in this market.


     There are  substantial  risks  involved in relying on  Affiliates  to bring
buyers to our Web Sites.  Affiliates can remove the Company's  banner from their
web sites at any time  without  notice.  Such  actions  will cause  sales of the
Software to cease from such sites.

There is no expected  significant  change in the number of employees  during the
year 2000.

Y2K ISSUES

     The Company did not experience any problems  internally or externally  when
computer  clocks moved  forward in to the year  2000.The  Products  developed by
Abacus  Systems,  Ltd., are fully Y2K compliant and have been fully tested to be
able to record  financial  data using a 4-digit year format  (i.e.  January 1st,
2000)

     To date, we have experienced no technology problems as a result of the Year
2000.


ITEM 3.  DESCRIPTION OF PROPERTY

     The  Company  does not own or lease any real  property  at this time but is
using, without charge, office facilities of its President located at 2277 Lawson
Avenue, West Vancouver, BC, Canada. The telephone number is 604-926-5236.

    The Company has registered the web domain name www.mlnsoft.com to market the
CheckMy 2000 software.

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of June 30, 2000 the outstanding  shares
of common stock of the company  owned of record or  beneficially  by each person
who owned of record, or was known by the Company to own beneficially,  more than
5% of the Company's Common Stock, and the name and share holding of each officer
and director and all officers and directors as a group.

<PAGE>

Title of        Name & Address          Amount & Nature           % of class
 Class       of beneficial owner       of beneficial owner
-------------------------------------------------------------------------------

Common        Abacus Systems Ltd          5,955,750                 79.89
              44 Church Street
              Hamilton
              Bermuda


Common        Abacus Corporation Ltd      5,955,750                 79.89
              Kissack Court
              Ramsey
              Isle of Man
              United Kingdom

Common        A.M.& E.J Bigwood (2)      12,624,000 (1) (4)         84.67
              2277 Lawson Avenue
              West Vancouver
              BC V7V 2E3 Canada


Common        Officers and Directors      6,305,750 (1)             84.59
              Combined


(1) The President currently has options to purchase 300,000 shares at $.01 which
are exercisable until November 21, 2002, and these options are included in share
totals in the table above.

(2) Mr.  Bigwood's  spouse,  E J Bigwood,  is the beneficial  owner of 3,002,875
shares  of common  stock,  from her 50%  ownership  of  Abacus  Corporation  Ltd
(5,955,750  shares)  and 50%  ownership  of General  Audit  Systems  Ltd (50,000
shares). These shares are reported in the beneficial ownership of Mr. Bigwood.

(3) Mrs.  Bigwood's  spouse,  A M Bigwood,  is the beneficial owner of 3,302,875
shares  of common  stock,  from his 50%  ownership  of  Abacus  Corporation  Ltd
(5,955,750  shares)  and 50%  ownership  of General  Audit  Systems  Ltd (50,000
shares) and options to buy another  300,000  shares by November  21,  2002.  All
these shares are reported in the beneficial ownership of Mrs. Bigwood.

(4) Mr. James Bigwood,  son of  Mr & Mrs. Bigwood owns 12,500 shares.  These are
included in the holdings of Mr & Mrs. Bigwood.

Mr. Bigwood and Mrs. Bigwood each hold 50% ownership of Abacus  Corporation Ltd.
Abacus  Corporation Ltd controls 96.825% ownership of Abacus Systems Ltd. Abacus
Systems Ltd holds  directly  5,955,750  shares of the  Company.  The  beneficial
ownership of 5,955,750 shares by Abacus  Corporation Ltd includes all the shares
held by Abacus Systems Ltd.

A.M Bigwood has the right to convert the balance of loans  advanced by him,  and
by  companies  controlled  by him, to the Company on demand to common  shares at
$0.01 per share.  At June 30, 2000, the balance of loans advanced to the Company
was $70,325.  This debt will be exchanged for 7,032,500 additional shares issued
to the A.M Bigwood, or companies controlled by him, when the outstanding balance
of loans is demanded.

The President  transferred  2,000,000  shares held in his name to Abacus Systems
Ltd in July 2000. 9,000 shares held by Abacus Systems Ltd were sold to unrelated
third parties in July 2000.

The fully  diluted  number of shares  issued at September  11, 2000  amounted to
7,454,500 including 300,000 options issued to the President. These shareholdings
and options are used as the basis of calculations of % of Class.

<PAGE>


CHANGES IN CONTROL

     There are currently no arrangements that will result in a change in control
of the Company.

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

     The following table sets forth certain  information with respect to each of
the Directors,  Executive Officers of the Company, their ages, and all positions
with the company.



Name                        Age               Position
--------------------------------------------------------------------------------

Anthony M. Bigwood           60              President and Director
2277 Lawson Ave.
West Vancouver, BC
Canada V7V 3G3

Elizabeth J. Bigwood         59              Secretary/Treasurer and Director
2277 Lawson Ave.
West Vancouver, BC
Canada, V7V 3G3
--------------------------------------------------------------------------------

     Anthony Michael Bigwood B.Sc.,  PhD.,  MBA(Sloan).  President and Director.
Age 60, British  citizen.  Dr. Bigwood was educated in Britain where he attended
the University of Bristol  studying natural  sciences.  He continued his studies
after his degree to earn a Ph.D.  He was  recruited  by Unilever  as  management
trainee and held several management positions in Unilevers chemical division. He
joined  the  mining  finance  group Rio Tinto Zinc  Corporation  as a  financial
management  consultant and was appointed Director of RTZ Consultants Ltd. within
three years of joining the firm.  Dr.  Bigwood was selected as "executive of the
year" by RTZ and  selected to join the Sloan MBA Program at the London  Business
School for one year where he studied banking,  finance and management  sciences.
On  rejoining  RTZ he became  managing  director of RTZ Computer  Services,  RTZ
Software and Rio Tinto Management Services  (Toronto).  He left RTZ to start his
own computer company which he ran successfully.  He sold his shareholdings after
6 years.  Thereafter Dr. Bigwood has continued to provide  financial  consulting
advisory  services and has lead several  negotiations with major banks to secure
financing for corporate  acquisitions.  Dr.  Bigwood  controls  several  private
companies  including  Abacus  Corporation,  Ltd.,  (Isle of Man,  UK) and Abacus
Systems  Ltd  (Bermuda)  and  in  addition  is  President  of the  following  US
companies:  Asia & Pacific Mining  Ventures,  Inc., Mid West Oil & Gas, Inc. and
General Audit Systems, Inc.

     Elizabeth J. Bigwood MCSP, Company Secretary and director,  age 59, British
citizen.   Mrs.  Bigwood  was  educated  in  Britain  where  she  trained  as  a
physiotherapy  nurse.  She has  worked in  orthopaedic  hospitals  and  children
intensive care hospitals where she  specialized in treating  spinal  deformities
and was  responsible  for running a special needs clinic for several years.  She
has  organizational  and  record  keeping  skills  to which she  applies  to the
maintenance of company records.

     Our  executive  officers  have served since  February of 1996. A director=s
term of office is ten (10) years,  renewable by mutual consent. The next renewal
date is February 1st, 2006.

FAMILY RELATIONSHIPS

     Anthony M.  Bigwood,  President  and  Director,  and  Elizabeth J. Bigwood,
Secretary/Treasurer and director, are husband and wife.



<PAGE>


INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

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

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

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

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

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


ITEM 6.  EXECUTIVE COMPENSATION

     Any  compensation  received by officers or directors of the Company will be
determined from time to time by the Board of Directors. The company is currently
developing  a new  Internet  business  venture and has not paid any  salaries or
executive  compensation.  The executive  officers and directors will not receive
compensation until operations commence.

Stock Options - The Company granted 300,000 incentive options (the >Options=) on
common  shares  to the  President  at an  exercise  price of $.01  per  share on
November 22, 1999.  The terms of the Options are payment in cash within a 3 year
period ending November 21st, 2002, after which date any outstanding Options will
be cancelled.  The options can be converted into common shares upon full payment
in cash. No part payments are allowed. Any number of options may be converted at
any time  within  the  three  year  period.  Any and all  options  which  remain
unconverted to common shares after November 21st, 2002 and the attached right to
convert to common shares will be cancelled.


     The  value of  share  holders  equity  based  on the  financial  statements
prepared by the Company's  auditors was -0.01  (negative)  per share on December
31st, 1999.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
-------------------------------------------------------------------------------
                 Number of Securities     % of total
                 Underlying Options/SARs  Options/SARs     Execise/Base   Exp.
 Name            Granted                  Granted in 1999  Price($/sh)    Date
-------          ----------------------   ---------------  -----------  --------

Anthony Bigwood   300,000                 100%              $.01/sh     10/21/02

Market price of common stock at the date of the grant was $0.365.
<PAGE>

The value of  shareholders  equity per share based on the  financial  statements
prepared by the  Company's  auditors was -$0.01  (negative)  on September  30th,
1999.


None of these options have been exercised with the last fiscal year End.

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Each of the  officers  and  directors  of the  Company are engaged in other
businesses,  either  individually or through  partnerships  and  corporations in
which  they have an  interest,  hold an office or serve on boards of  directors.
Certain conflicts of interest may arise between the Company and its officers and
directors.  The  primary  conflict  of  interest  is the amount of time that the
officers  are able to devote to the Company as opposed to their  other  business
ventures.  As the Company begins to procure revenues,  more time will be devoted
to the Company.  Another possible conflict of interest could arise from the fact
that the Company President, Anthony Bigwood, also controls Abacus Systems, Ltd.,
which is the sole supplier of the software products that the Company markets.  A
contract  exists  (attached  hereto  as  exhibit  No.  10) which  specifies  the
relationship and various responsibilities of each party in this matter.

     The Company will attempt to resolve any such conflicts of interest in favor
of the Company.  The officers and directors of the company are accountable to it
and its  shareholders  as  fiduciaries,  which  requires  that such officers and
directors exercise good faith and integrity in handling the Company's affairs. A
Shareholder may be able to institute legal action on behalf of the Company or on
behalf of itself  and all  other  similarly  situated  shareholders  to  recover
damages  or for other  relief in cases of the  resolution  of  conflicts  in any
manner prejudicial to the Company.


     Abacus Systems Ltd ("Abacus"),  is a private Bermuda company  controlled by
Anthony Bigwood, the President of the Company. Abacus has 22 other shareholders,
none  of  whom  are  related  to the  President  in any  way.  The  Company  has
insufficient  financial  resources or skilled  personnel  to undertake  software
development  on its own.  It has  therefore  reached an  agreement  with  Abacus
whereby Abacus will develop  financial  software at its own cost and The Company
will copy,  reproduce,  distribute,  sell and  sub-license the Software and user
Guides (the "Products") in return for payments to Abacus of 10% royalties of net
revenue  income  received by the  Company  from sale of the  Software,  and a 5%
royalty  fee  for  the  provision  of  technical  support  to the  Company.  The
provisions for termination of the Software Licensing Agreement are as follows:


1.   Abacus may terminate the License,  at its sole  discretion,  if Royalty and
     Fee payments due to Abacus,  or any part  thereof,  become 120 days or more
     overdue.
2.   Abacus may terminate  the License,  at its sole  discretion,  if management
     control of Millennium changes from its current arrangements.
3.   Millennium may terminate this License, at its sole discretion by giving 120
     days written notice to Abacus.
4.   The License will be terminated immediately upon written notice by Abacus if
     the confidentiality provisions are breached by Millennium.


The Software  License  Agreement  will  continue in effect for one (1) year from
December 8, 1999 (Initial Term) and will be automatically renewed for successive
additional one (1) year terms (each, a Renewal Term) unless terminated by either
party upon  thirty  (30) days  written  notice  prior to the  expiration  of the
Initial Term and Renewal Term.


<PAGE>


   The  confidentiality  provisions  within the License  Agreement  are that the
Company agrees to keep confidential all proprietary knowledge acquired about the
Products,  promises not to divulge any such  knowledge to any third party unless
prior written consent of Abacus and its representatives is provided.  Failure to
abide by these confidentiality rules will cause an immediate cancellation of the
License.  Abacus will  continue to be the  exclusive  development  source of new
software  products  for the Company  while the said  licensing  agreement  is in
effect.

     The Company is satisfied that the terms of the License Agreement  including
the  royalty  payments  owed to Abacus,  are on no less  favorable  terms to the
Company than terms that could be obtained  from  unrelated  third  parties under
similar license and royalty agreements.


    The  Company  does not intend to engage in software  development  activities
except for the support and  maintenance  of its website.  It intends to contract
with Abacus Systems Ltd for the design and  development  of additional  software
products to be provided at Abacus  expense.  The Company  will pay Abacus 15% of
net revenue income received by the Company from sale of these future products.

     In August of 1997 the  Company  approved a private  placement  of shares to
Asia  Pacific  Mining  (Bermuda)  Ltd.,  which  is  controlled  by  the  Company
President.  (Note:  Asia  Pacific  Mining  (Bermuda)  changed its name to Abacus
Systems  Ltd.,  in 1999).  1,180,500  shares  at $.05 each were  issued to raise
$59,250.

     The Company issued 3,000,000  shares,  in September 1999, to the President,
Dr. A. M.  Bigwood  (2,000,000  shares) and Abacus  Systems Ltd  (1,000,000),  a
company  controlled by the  President,  at $0.01 per share,  in lieu of monetary
repayment of debt for $30,000 owed by the Company to the  President,  previously
provided  as a  shareholder  loan.  The  Company  reduced the amount owed to the
President by a corresponding  $30,000. The loan has been provided on an interest
free basis, repayable on demand.


     The Company approved the issue, in September 1999 of 50,000 shares, in lieu
of  monetary  repayment  of debt to  General  Audit  Systems,  Inc.,  a  Company
controlled by the President,  for cash payment of $500 by General Audit Systems,
Inc., on behalf of the Company,  for part payment of auditing fees of Millennium
Software, Inc to Mr. D Coffey CPA.

     The Company  granted  300,000  incentive  options (the "Options") on common
shares to the  President at an exercise  price of $.01 per share on November 22,
1999. The terms of the Options are payment in cash within a 3 year period ending
November 21st, 2002, after which date any outstanding Options will be cancelled.
The value of share holders equity based on the financial  statements prepared by
the Company's auditors was -$0.01 (negative) per share on September 30th, 1999.
<PAGE>

         The Company approved the issued 7,500 shares, in December 1999, in lieu
of monetary  repayment of debt, to Abacus Systems Ltd., a company  controlled by
the President, for payment on behalf of the Company, of $75.00 for expenses paid
on behalf  of the  Company.  The 7,500  shares  of the  Company  so issued  were
transferred  in  December  1999 to married  children of the  President,  Richard
Bigwood (2,500 shares),  Catherine Coelho (2,500 shares),  and 2,500 shares were
transferred to Mr. James Bigwood, son of the President and Mrs. EJ Bigwood.

         The Company issued 2,050,000  shares,  in March 2000, to Abacus Systems
Ltd, a company  controlled by the President,  at $0.01 per share as compensation
for  $20,500  owed by the  Company to the  President,  previously  provided as a
shareholder  loan.  The Company  reduced the amount owed to the  President  by a
corresponding $20,500. 50,000 shares so issued were transferred in March 2000 to
Mrs. E.J Bigwood, wife of the President.

The Company issued 6,000 shares for software  development services valued at $60
in March 2000,  2,500 to Ms D.Stoute and 3,500 to Mr. H. Shah both of London UK,
for transfer of software screen codes to the Company's Web Sites.

         The Company has received  $121,400  interest free loan finance in total
during the since  incorporation  in 1996 to June 30, 2000 from the President and
companies  owned by the  President  for  working  capital.  $51,075  of the loan
finance had been exchanged for 5,107,500 shares of Company stock in lieu of cash
repayment at June 30, 2000.

The Company owes Mr. Bigwood a balance of $70,325 at June 30, 2000.

The loans provided by Mr. Bigwood have been as follows:

Dates                    Loans          Shares     Reduction    Loan balance
                        Advanced        Issued     in debt        0wing to
                      By Mr. Bigwood                            Mr. Bigwood
                          (1)
----------------------------------------------------------------------------

02/96 -    12/31/97      $37,763                                 $37,763
01/01/98 - 09/30/98      $ 1,010                                 $38,773
10/01/98 - 12/31/98        Nil                                   $38,773
01/01/99 - 03/31/99      $27,996                                 $66,769
04/01/99 - 06/30/99      $ 4,607                                 $71,376
07/01/99 - 09/30/99      $13,537       3,050,000   $30,500       $54,413
10/01/99 - 12/31/99      $10,000           7,500   $    75       $64,338
01/01/00 - 03/31/00      $16,896       2,050,000   $20,500       $60,734
04/01/00 - 06/30/00      $ 9,591                                 $70,325
---------------------------------------------------------------------------
               Totals   $121,400       5,107,500   $51,075       $70,325


1.       Loans advanced by Mr. Bigwood and private companies controlled by him.

The loan agreement is appended as Exhibit 10.3.

The loans are provided on the following basis:

1.   The loans are to provide working capital for the Company.
2.   The loans are interest free.
3.   The loans are repayable on demand in common shares in lieu of cash.
4.   The value of shares  issued,  and to be issued,  in  settlement of the said
     loans is  determined by  calculating  the value of  shareholder  equity per
     share at the most  recently  available  financial  statement,  or $0.01 per
     share, whichever value is greater.
<PAGE>

The President has the right to convert the balance of loans advanced by him, and
companies  controlled by him, on demand to common shares at $0.01 per share.  At
June 30, 2000, the balance of loans advanced by the President was $70,325, which
will require the issue of 7,032,500  additional shares to the President when the
outstanding balance of loans is demanded.

ITEM 8.  DESCRIPTION OF SECURITIES

     The authorized  capital stock of the Company consists of 25,000,000  Shares
of Common Stock.  The holders of Common Stock (i) have equal  ratable  rights to
dividends from funds legally  available  therefore,  when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution or winding up of affairs
of the Company;  (iii) do not have preemptive  subscription or conversion rights
and there are no redemption  or sinking fund  applicable  thereto;  and (iv) are
entitled to one non-cumulative vote per share, on all matters which shareholders
may vote on at all meetings of  shareholders.  On December  8th, 1999 there were
approximately 5,091,000 shares outstanding.

NON-CUMULATIVE VOTING

     Holders of Shares of Common  Stock of the  Company  do not have  cumulative
voting rights which means that the holders of more than 50% of such  outstanding
Shares, voting for the election of directors,  can elect all of the directors to
be elected,  if they so choose, and, in such event, the holders of the remaining
Shares will not be able to elect any of the Company's directors.

PENNY STOCK REGULATION

     The  Securities  Exchange  Commission  (the "SEC") has  adopted  rules that
regulate  broker dealer  practices in  connection  with  transactions  in >penny
stocks.  Penny stocks generally are equity  securities with a price of less than
$5.00 (other than securities registered on certain national securities exchanges
or  quoted  on the  NASDAQ  system,  provided  that  current  price  and  volume
information  with respect to  transactions in such securities is provided by the
exchange  system.)  The penny stock rules  require a  broker-dealer,  prior to a
transaction in a penny stock not otherwise  exempt from the rules,  to deliver a
standardized  risk  disclosure  document  prepared  by  the  SEC  that  provides
information  about  penny  stocks and the nature and level of risks in the penny
stock  market.  The  broker-dealer  also must provide the customer  with bid and
offer quotations for the penny stock, the compensation of the  broker-dealer and
its salesperson in the transaction,  and monthly account  statements showing the
market value of each penny stock held in the  customer's  account.  In addition,
the penny stock rules  require  that prior to  transaction  in a penny stock not
otherwise exempt from such rules, the broker-dealer  must make a special written
determination  that a penny stock is a suitable  investment for the purchase and
receive the purchaser's  written agreement to the transaction.  These disclosure
requirements  may have the effect of reducing  the level of trading  activity in
any secondary market for a stock that becomes subject to the penny stock rules.

The Company's common stock is subject to the penny stock rules, and accordingly,
investors in this  Offering may find it  difficult to sell their  shares,  if at
all.

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

PART 11

ITEM 1.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTER

     The Company's  stock traded on the OTC bulletin board with the stock symbol
MLNS until  February 8th, 2000.  Since February 8th, 2000, the Company's  common
stock has been  quoted  in the "Pink  Sheets"  published  daily,  with the stock
symbol MLNSE. The Company's common stock trading on the OTC bulletin board under
symbol MLNS.


Date               Volume               High/Ask          Low/Bid        Close
---------       -----------          -------------     ------------    ---------
12/05/97          10,200                   .60              .25           .25
03/05/98           7,000                   .60              .25           .27
07/31/98          14,500                   .40              .20           .40
09/30/98           1,000                   .30              .30           .30
12/31/98           2,000                   .30              .03           .05
03/31/99           3,800                   .75              .365          .750
6/30/99              800                   .875             .50           .50
09/30/99           3,674                   .9375            .365          .365
12/31/99           1,200                   .9375            .9375         .9375
03/31/00             500                  1.0625            .375          .375
06/30/00          12,500                   .250             .125          .125

These  quotations  are  over-the-counter  quotations  and  reflect  inter-dealer
prices,  without retail  mark-up,  mark-down or commission and may not represent
actual transactions.

The Company's transfer agent, First American Stock Transfer, confirms that as of
09/07/00, there are approximately 86 shareholders of record.


Item 2. LEGAL PROCEEDINGS

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


Item 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

David E. Coffey CPA has been auditor to the Company  without  interruption  from
1996 to the present date.

There have been no changes  in  accountants  auditing  the  Company's  financial
statements  since  incorporation  in  February  1996,  and  there  have  been no
disagreements with its accountant.

Item 4.   RECENT SALE OF UNREGISTERED SECURITIES

     In August of 1997 the  Company  approved a private  placement  of shares to
Asia  Pacific  Mining  (Bermuda)  Ltd.,  which  is  controlled  by  the  Company
President.  (Note:  Asia  Pacific  Mining  (Bermuda)  changed its name to Abacus
Systems  Ltd.,  in 1999).  1,180,500  shares  at $.05 each were  issued to raise
$59,250.

     The Company issued 3,000,000  shares,  in September 1999, to the President,
Dr. A. M.  Bigwood  (2,000,000  shares) and Abacus  Systems Ltd  (1,000,000),  a
company  controlled by the  President,  at $0.01 per share,  in lieu of monetary
repayment of debt for $30,000 owed by the Company to the  President,  previously
provided  as a  shareholder  loan.  The  Company  reduced the amount owed to the
President by a corresponding $30,000.



<PAGE>

     The Company approved the issue, in September 1999 of 50,000 shares, in lieu
of  monetary  repayment  of debt to  General  Audit  Systems,  Inc.,  a  Company
controlled by the President,  for cash payment of $500 by General Audit Systems,
Inc.,  on behalf of the Company,  for part payment of Millennium  Software,  Inc
auditing fees payable to Mr. D Coffey CPA.

     1,000 shares were issued to Ms. Debie Stoute  during 1999 for  provision of
software development services for transferring Software screen images to the Web
Sites, amounting to $10.00.

     5,000 shares were issued by Private  Placement to other parties during 1999
for $50 cash.  2,500  shares were  issued to Peter and Susan  Cassidy of London,
Ontario,  Canada and 2,500  shares were issued to Mr.  Steven Buist of Hamilton,
Ontario, Canada.

     The Company  approved the issue of 7,500 shares,  in December 1999, in lieu
of monetary  repayment of debt, to Abacus Systems Ltd., a company  controlled by
the President, for payment on behalf of the Company, of $75.00 for expenses paid
on behalf of the  Company.  The 5,000  shares of the Company so issued were then
transferred from Abacus Systems Ltd to the married children of the President and
Mrs. Bigwood,  Richard Bigwood (2,500 shares),  Catherine Coelho (2,500 shares),
and 2,500 shares were transferred to Mr. James Bigwood, son of the President and
Mrs. EJ Bigwood.

     The Company issued 2,050,000  shares, in March 2000, to Abacus Systems Ltd,
a company  controlled by the President,  at $0.01 per share as compensation  for
$20,500  owed  by  the  Company  to  the  President,  previously  provided  as a
shareholder  loan.  The Company  reduced the amount owed to the  President  by a
corresponding  $20,500.  50,000  shares  of the  Company  so  issued  were  then
transferred from Abacus Systems Ltd to Mrs. E.J Bigwood, wife of the President.

     The Company issued 6,000 shares for software development services valued at
$60 in March 2000,  2,500 to Ms D.Stoute and 3,500 to Mr. H. Shah both of London
UK, for transferring software screen codes to the Company's Web Sites.

     All of the above  mentioned  shares were  offered  pursuant to an exemption
from registration under Section 4(2) of the Securities Act of 1933.


Item 5. IDEMNIFICATION OF OFFICERS AND DIRECTORS



A.     Indemnification provided by statute:

     Sections 78.037, 78.295, 78.300,  78.7502,  78.751 and 78.752 of the Nevada
Revised  Statutes  offer  limitation  of liability  protection  for officers and
directors  and  directors   and/or   indemnification   protection  of  officers,
directors, employees and agents of the Company, and provide as follows:

NRS 78.037  Articles of  Incorporation:  Optional  provisions.  The  Articles of
Incorporation may also contain:

     1. A provision eliminating or limiting the personal liability of a director
or officer to the  corporation  or its  stockholders  for  damages for breach of
fiduciary duty as a director or officer, but such a provision must not eliminate
or limit the liability of a director or officer for:

     (a) Acts or omissions  which  involve  intentional  misconduct,  fraud or a
knowing violation of law; or

     (b) The payment of distribution in violation of NRS 78.300.

   2. Any provisions, not contrary to the laws of this state, for the management
of the business and for the conduct of the affairs of the  corporation,  and any
provision  creating,   defining,  limiting  or  regulating  the  powers  of  the
corporation  or  the  rights,  powers  or  duties  of  the  directors,  and  the
stockholders,  or any class of the  stockholders,  or the holders bonds or other
obligations of the corporation, or governing the distribution or division of the
profits of the corporation.

NRS 78.295 Liability of directors for declaration of distributions.

     A director  is fully  protected  in relying in good faith upon the books of
account of the corporation or statements  prepared by any of its officials as to
the value and amount of assets,  liabilities or net profits of the  corporation,
or any other facts  pertinent  to the  existence  and amount of money from which
distribution may properly be declared.

NRS 78.300 Liability of directors for unlawful distributions.

     1.  The  directors  of a  corporations  shall  not  make  distributions  to
stockholders except as provided by this chapter.


<PAGE>


   2. In case of any willful or grossly negligent violation of the provisions of
this section,  the directors under whose administration the violations occurred,
except  those who caused  their  dissent to be entered  upon the  minutes of the
meeting of the directors at the time, or who not then being present caused their
dissent to be entered on learning  of such  action,  are  jointly and  severally
liable, at any time within three years after each violation, to the corporation,
and, in the event of its disillusion of insolvency, to its creditors at the time
of the  violations,  or any of them,  to the  lesser  of the full  amount of the
distribution  made or of any loss sustained by the  corporation by reason of the
distribution to stockholders.

NRS 78.7502 Discretionary and mandatory indemnification of officers,  directors,
employees and agents: General provisions.

     1. A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the request of the  corporation  as the director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses, including attorney=s fees, judgements, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action,  suit or proceeding if he acted in good faith and in
a manner in which he  reasonably  believed  to be in or not  opposed to the best
interest  of the  corporation,  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action, suit or proceeding by judgement,  order,  settlement,
conviction  or upon a plea of nolo  contendere or its  equivalent,  does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner which he reasonable believed to be in or not opposed to the best interest
of the corporation, and that, with respect to any criminal action or proceeding,
he had reasonable cause to believe that his conduct was unlawful.


   2. A  corporation  may  indemnify  any  person  who was or is a  party  or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the  corporation  to procure a judgement in its favor
by reason of the fact that he is or was a director,  officer,  employee or agent
of the corporation,  or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorney's  fees  actually  and  reasonably  incurred by him in
connection  with the defense or  settlement of the action or suit if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best interest of the corporation. Indemnification may not be made for any
claim, issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction,  after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the corporation,  unless
and only to the extent that the court in which the action or suit was brought or
other court of competent  jurisdiction  determines upon application that in view
of all the  circumstances  of the case,  the  person is  fairly  and  reasonably
entitled to indemnity for such expenses as the court deems proper.


<PAGE>


                              FINANCIAL INFORMATION


   A. Summary of significant accounting policies.


In compliance with SOP 98-5 all organizational costs are fully expensed.

     In  compliance  with  para  12  of  SFAS  7 the  nature  of  the  Companies
development  activities  during the  accounting  periods  reported  have been as
follows:

   December  31st,  1997. The Company was engaged in  negotiations  with several
third  party arms length  companies  in Canada and  Singapore  in pursuit of its
search for possible  acquisition and merger.  No suitable  acquisition was found
and  the  Company  terminated  these  negotiations.   The  Company  was  in  its
development phase and did not earn any revenues during the period.

   September  30th,  1998. The Company was engaged in laying plans to develop an
Internet based business.  It was not engaged in any other commercial  activities
during the current period. The Company was in a developmental  phase and did not
earn any revenues during the period.

   December  31st,  1998.  The Company was engaged in laying plans to develop an
Internet based business.  It was not engaged in any other commercial  activities
during the current period. The Company was in a developmental  phase and did not
earn any revenues during the period.

   September 30th, 1999. The Company was engaged in developing an Internet based
business and commenced  development of a web site.  The Company  entered into an
Electronic  Software  Distribution  Agreement with Digital River,  Inc. in March
1999.  The Company was in its  development  phase and did not earn any  revenues
during the period.

     The Company's accounting policy in regards to exchanging stock for services
rendered is to expense the cost and issue stock in lieu of cash payment.

     The  Company's  accounting  policy  in  regards  to  exchanging  stock  for
shareholder  loans  advanced  to the  Company is to issue  stock in lieu of cash
repayment and reduce the shareholder loans by the value of stock issued.

     The useful life of computer equipment is depreciated over five (5) years.

     The Web Sites software development costs paid by the President and expensed
by the Company to September 30th, 1999 amounted to $2,343.


Financial Statements.


                            MILLENNIUM SOFTWARE, INC.

                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                             SEPTEMBER 30, 1999 and

                                SEPTEMBER 30,1998




<PAGE>






                                TABLE OF CONTENTS




                                                                     Page Number
                                                                 ------------



FINANCIAL STATEMENT:

     Independent Accountants Report...................................uR

     Balance Sheet....................................................u1

     Statement of Operations and Deficit
      Accumulated during the develop stage............................u2

     Statement of changes in stockholders' equity.....................u3

     Statement of cash flows......................................... u4

     Notes to the financial statements................................u5


<PAGE>


                         INDEPENDENT ACCOUNTANT'S REPORT


To the Board of Directors and Stockholders
of Millennium Software, Inc.
Las Vegas, Nevada


     I have audited the accompanying balance sheet of Millennium Software,  Inc.
(a development  stage company) as of September 30, 1999, and September 30, 1998,
and  the  related   statements  of  operations,   cash  flows,  and  changes  in
stockholder=s  equity for the period from February 20, 1996, (date of inception)
to September 30, 1999.  These  statements are the  responsibility  of Millennium
Software, Inc.=s management. My responsibility is to express an opinion on these
financial statements based on my audit.

     I  conducted  my audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards  require that I 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.
I believe that my audit provides a reasonable basis for my opinion.


     In my opinion, the accompanying financial statements present fairly, in all
material  respects,  the financial position of Millennium  Software,  Inc. as of
September 30, 1999, and September 30, 1998, and the results of operations,  cash
flows, and changes in  stockholders'  equity for the periods then ended, as well
as the  cumulative  period from February 20, 1996 in conformity  with  generally
accepted accounting principles.


/s/ David Coffey C.P.A.
David Coffey, C.P.A.
Las Vegas, Nevada
February 8, 2000
                                      -uR-
<PAGE>


MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS


                                                         SEPTEMBER 30
                                               -----------------------------
                                                    1999             1998
                                               -------------     -------------
ASSETS

Cash                                             $  2,884         $  2,884

Prepaid expenses                                   10,500                0

Organizational costs less accumulated
amortization of $517                                    0              483

Computers less accumulated depreciation
of $6,003 and $3,747, respectively                  5,277            6,970
                                                 --------         --------
   Total Assets                                  $ 18,661         $ 10,901
                                                 ========         ========
LIABILITIES & STOCKHOLDERS= EQUITY

Accounts payable                                   10,500               0

Loans from shareholders                          $ 54,413         $ 38,773
                                                 --------         --------
   Total Liabilities                               64,913           38,773


Stockholders= Equity
   Common stock,  authorized  25,000,000  shares at $.004 par value,  issued and
   outstanding 5,091,000 shares and 2,035,000 respectively,  after giving effect
   to a 4 to 1 reverse split
   effective July 30, 1997                       $ 20,364         $  8,140


   Additional paid-in capital                    $119,923          101,587

   Deficit accumulated during
     the development stage                       (186,539)        (137,599)
                                                 --------         --------
   Total Stockholders= Equity                     (46,252)         (27,872)

   Total Liabilities and Stockholders= Equity    $ 18,661         $ 10,901
                                                 ========         ========


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

                                      -u1-

MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
(With Cumulative Figures From Inception)



                                   Nine months ended
                                      September 30          From Inception
                                  ---------------------     Feb 20, 1996 to
                                   1999         1998       September 30,1999
                                  --------     ------      -----------------
Income                           $  0            0                    0

Expenses
   Advertising                      0            0                 7,286
   Organizational Exp.              0            150               1,000
   Auto expenses                    0            0                 2,416
   Computer supplies                10           0                 3,985
   Consulting                       0            0                 1,000
   Depreciation                     1,693        1,693             6,003
   Research and development         2,343        0                 2,343
   Internet Expenses                801          0                 12,801
   Legal and professional fees      10,450       2,804             52,939
   Office supplies                  447          551               4,802
   Telephone                        1,990        0                 4,800
   Travel, meals and lodging        30,159       0                 87,164
                                 ----------   ---------        -----------
Total expenses                      47,893       5,198            186,539
Net loss                           (47,893)     (5,198)        $ (186,539)
                                                               ===========
Retained earnings
beginning of peiod                (138,646)   (132,401)

Deficit accumulated
during the development
stage                            $(186,539)   (137,599)
                                 ==========   =========

Earnings (loss) per share Assuming dilution:

Net loss                         $    (0.02)     (0.01)             (0.11)
                                 ==========   =========        ===========
Weighted average
shares outstanding                2,376,333    926,944          1,745,916
                                 ==========   =========        ===========


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

                                      -u2-
<PAGE>

MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM February 20, 1996 (Date of inception)
To September 30, 1998


                                                       Additional
                                     Common Stock       Paid-in
                                  Shares     Amount     Capital      Total
                                 ---------  ---------  ---------   ---------
Balance,
February 20, 1996                   -       $    -     $    -      $    -
Issuance of common
stock for services               1,000,000      1,000         0       1,000

Issuance of common stock for cash:

March of 1996                    1,000,000      1,000         0       1,000
May of 1996                      1,418,000      1,418     69,482     70,900
Less offering costs                     0          0     (22,198)   (22,198)
Less net loss                           0          0          0     (36,787)
                                 ---------  ---------  ---------   --------
Balance,
December 31, 1996                3,418,000      3,418     47,284     13,915


Net Loss                                0          0          0     (11,238)
Reverse stock
split 4 to 1,                   (2,563,500)        0          0          0
                                 ---------  ---------  ---------   --------
Balance
July 31, 1997                      854,500      3,418     47,284      2,677

Issuance of common
stock for cash
August of 1997                   1,180,500      4,722     54,303     59,025

Less net loss                           0          0          0    (84,376)
                                 ---------  ---------  ---------   --------
Balance,
December 31, 1997                2,035,000      8,140    101,587    (22,674)
Less net loss                           0          0          0      (5,198)
                                 ---------  ---------  ---------   --------

Balance,
September 30, 1998               2,035,000      8,140    101,587    (27,072)
Less net loss                                                        (1,047)
                                 ---------  ---------  ---------   --------
                                 2,035,000      8,140    101,587    (28,919)

Balance,
December 31, 1998                2,035,000      8,140    101,587    (28,919)
Issuance of common stock for
cash, June, 1999                     5,000         20         30         50

Issuance of common stock to
offset debt, September 1999      3,050,000     12,200     18,300     30,000
Issuance of common stock for
services, June,1999                  1,000          4          6         10
Less net loss                                                       (47,893)
                                 ---------  ---------  ---------   --------
Balance, September 30, 1999      5,091,000     20,364    119,923    (46,252)
                                 =========  =========  =========   ========


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

                                      -u3-
<PAGE>

MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(With Cumulative Figures From Inception)



<TABLE>
<CAPTION>


                                              Nine months ended       From Inception
                                                September 30           Feb 20, 1996
                                            1999           1998      September 30,1999
                                        ------------   ------------  -----------------
<S>                                     <C>            <C>           <C>

CASH FLOWS PROVIDED BY
               OPERATING ACTIVITIES

Net loss                                $    (47,893)        (5,198) $        (186,539)
Noncash Items included in net loss:
   Issuance of stock for services                 10              0                 10
   Amort. of Organizational Costs                  0            150              1,000
   Depreciation                                1,693          1,693              6,003
Adjustments to reconcile net loss to
cash used by operating activity
Prepaid expenses                             (10,000)             0            (10,000)
Accounts payable                              10,500              0             10,500
                                        ------------   ------------  -----------------
   NET CASH PROVIDED BY
               OPERATING ACTIVITIES          (46,190)        (3,355)          (179,526)

CASH FLOWS USED BY INVESTING ACTIVITIES
Computers                                          0              0             11,280
                                        ------------   ------------  -----------------
   NET CASH USED BY INVESTING ACTIVITIES           0              0             11,280

CASH FLOWS FROM FINANCING ACTIVITIES
   Loans from shareholders                    15,640          1,010             54,143
   Issuance of stock to offset loans          30,000              0             30,500
   Sale of common stock                           50              0              7,190
   Additional Paid-In Capital                      0              0            123,785
   Less offering costs                             0              0            (22,198)
                                        ------------   ------------  -----------------
   NET CASH PROVIDED BY
   FINANCING ACTIVITIES                       46,190          1,010            193,690
                                        ------------   ------------  -----------------

   NET INCREASE IN CASH                 $          0         (2,345)             2,884
                                        ============   ============  =================
CASH AT BEGINNING OF PERIOD                    2,884          5,229
                                        ------------   ------------
CASH AT END OF PERIOD                   $      2,884   $      2,884
                                        ============   ============


</TABLE>

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

                                      -u4-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1999, and December 31 1998

NOTE A   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The Company was  incorporated  on February 20, 1996,  under the laws of the
State of Nevada as Legal Protection Services, Inc. The business purpose was then
to sell prepaid legal services.  On July 10, 1997, the  shareholders  approved a
change  of name to  Millennium  Software,  Inc.  The  Company  is  still  in the
development stage and has not generated any revenue from operations. The Company
is engaged in the development of  Internet-based  business and has commenced the
development  of web sites.  The  Company  entered  into an  Electronic  Software
Distribution Agreement with Digital River, Inc. in March 1999.


     The Company adopted,  effective in December of 1998, SOP 98-5 issued by the
Securities and Exchange Commission.  SOP 98-5 requires that organizational costs
be expensed as  incurred.  Consequently,  the  unamortized  organizational  cost
balance was recognized as a December, 1998 expense.

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

NOTE B COMPUTER EQUIPMENT

     Computer  equipment is carried at cost.  Expenditures  for  maintenance and
repairs are charged against operations. Renewals and betterments that materially
extend  the  life  of the  asset  are  capitalized.  Expenditures  for  software
development,  maintenance,  and  support of the  Internet  web site are  charged
against operations as incurred.

     Depreciation  of the equipment is provided using the  straight-line  method
over the  estimated  useful  lives for both federal  income taxes and  financial
reporting. Computer equipment is depreciated over five years.

NOTE C ACCOUNTS PAYABLE
     On September  29th,  1999,  David Coffey CPA was retained to perform  audit
services for the periods ending December 31st,  1997,  December 31st,  1998, and
September  30th,  1998 and 1999. The total fees for these audits are recorded as
pre-paid expenses and accrued accounts payable totaling $10,500.

NOTE D LOANS FROM SHAREHOLDERS


     The  Company's   President,   or  companies  controlled  by  the  Company's
President, have extended loans to the Company at no interest, payable on demand,
in cash or by  issuance of company  stock,  for working  capital  purposes.  The
Company has issued 3,050,000 stock in repayment of $30,500 of such loans.


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

NOTE E EARNINGS (LOSS) PER SHARE

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

NOTE F STOCK ISSUANCE
     In June 1999, the Company  completed the sale of 5,000 shares of its common
stock at $.10 per  share  for a total of $50.  Also in June  1999,  the  Company
issued 1,000 shares of its common stock at $.01 per share for a total of $10, in
exchange for services.

     In September  1999, the Company  approved the issue of 3,050,000  shares of
its common stock at $.01 per share for a total of $30,500.  The proceeds were to
be used for working capital.

NOTE G REVERSE STOCK SPLIT

     On July 10, 1997, the  shareholders  approved a 4 for 1 reverse stock split
to be effective July 31, 1997.

NOTE H CONTRACTS AND COMMITMENTS


     The Company entered into an Electric Software  Distribution  Agreement with
Digital River,  Inc., Eden Prairie,  Minnesota,  in March 1999. The agreement is
for a period of 24 months,  expiring  March 7, 2001,  renewable  for  successive
one-year  terms  unless  terminated  by  either  party.  Under  the terms of the
agreement,  Digital  River  provides  computer  facilities  to deliver  software
purchased  through the Company's web site,  electronically  by downloading or by
delivery of physical CD versions.  The Company's web site links  directly to the
Digital  River  processing  web site.  The  Company  has not yet  delivered  any
software to Digital River. The agreement provides for company indemnification of
Digital  River (and its  successors)  against any and all  liabilities,  losses,
damages  and  expenses  associated  with or  incurred as a result of any claims,
action or  proceeding  instituted  against  Digital River as a result of acts of
failures  to act  on the  part  of the  Company.  No  known  current  or  future
liabilities  exist under the terms of the  Agreement  with Digital  River at the
date of this financial statement.  Digital River is not a related third party as
defined by SFAS 57.


NOTE I RELATED PARTY TRANSACTIONS

     In September of 1999,  the Company  issued  3,000,000  shares of its common
stock, and authorized 50,000 shares of its common stock at $.01 per share, for a
total of $30,500  reduction in the  shareholder  loan  payable to the  companies
controlled  by  the  President  of the  Company  (1,050,000)  shares  and to the
President  (2,000,000)  shares.  The President  paid $2,343 for web  development
expenses.

                                      -u5-
<PAGE>

                           MILLENNIUM SOFTWARE, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 1998


                                TABLE OF CONTENTS



                                                                     Page Number
                                                            -------------


ACCOUNTANT'S REPORT ..............................................a1

FINANCIAL STATEMENT:

   Balance Sheet .................................................a2
      Statement of Operations and Deficit
    Accumulated During the Development Stage......................a3

   Statement of Changes in Stockholder=s Equity ..................a4

   Statement of Cash Flows .......................................5a

   Notes to the Financial Statements .............................a6-a7




<PAGE>

David E. Coffey          3615 E. Lindell Rd., Ste. A, Las Vegas, Nevada 89103
--------------------------------------------------------------------------------
Certified Public Accountant                              (702) 871-3979





To the Board of Directors and Stockholders
of Millennium Software, Inc.
Las Vegas, Nevada

     I have audited the accompanying balance sheet of Millennium Software, Inc.,
(a development stage company) as of December 31, 1998 and the related statements
of  operations,  cash flows and changes in  stockholders=  equity for the period
from February 20, 1996 (date of inception) to December 31, 1998. These financial
statements are the responsibility of Millennium Software,  Inc.=s management. My
responsibility  is to express an opinion on these financial  statements based on
my audit.

     I  conducted  my audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards  require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining,  on 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.
I believe that my audit of the financial  statements  provide a reasonable basis
for my opinion.

         In my opinion, the accompanying financial statements present fairly, in
all material respects, the financial position of Millennium Software, Inc. as of
December  31,  1998 and the  results of  operations,  cash flows and  changes in
stockholders=  equity for the year then ended as well as the cumulative  amounts
since inception in conformity with generally accepted accounting principles.

/s/David Coffey C.P.A.
David Coffey C.P.A.
November 18, 1999
<PAGE>

MILLENNIUM SOFTWARE, INC.(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998


ASSETS

Cash                                                 $   2,884

Computers less accumulated
   depreciation of $4,310                                6,970
                                                     ---------
   Total Assets                                      $   9,854
                                                     =========


LIABILITIES & STOCKHOLDERS= EQUITY

Loans from shareholders                              $  38,773
                                                     ---------
   Total Liabilities                                 $  38,773


Stockholders= Equity
   Common stock,  authorized  25,000,000  shares at $.004 par value,  issued and
   outstanding 2,035,000 shares, after giving effect to a
   4 to 1 reverse split effective July 31, 1997          8,140
   Additional paid-in capital                          101,587
   Deficit accumulated during
     the development stage                            (138,646)
                                                     ---------


   Total Stockholders' Equity                          (28,919)

   Total Liabilities and Stockholders' Equity        $   9,854
                                                     =========


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

                                      -a2-
<PAGE>

MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE PERIOD ENDED December 31, 1998
(With Cumulative Figures From Inception)

                                                          From Inception,
                                      Period ended        Feb. 20, 1996 to
                                     Dec. 31, 1998        Dec. 31, 1998
                                     --------------       --------------
Expenses
   Advertising                                  0                 7,286
   Amortization                               633                 1,000
   Auto expenses                                0                 2,416
   Computer supplies                            0                 3,975
   Consulting                                   0                 1,000
   Depreciation                             2,256                 4,310
   Internet Expenses                            0                12,000
   Legal and professional fees              2,804                42,490
   Office supplies                            552                 4,354
   Telephone                                    0                 2,810
   Travel, meals and lodging                    0                57,005
                                     -------------        -------------
Total expenses                              6,245               138,646

Net loss                                   (6,245)        $    (138,646)
                                                          =============
Retained earnings
beginning of period                      (132,401)
                                     -------------
Deficit accumulated during
the development stage                $   (138,646)
                                     =============

Earnings (loss) per share  Assuming  dilution,  after effect to a 4 to 1 reverse
   split effective July 31, 1997:
Net loss                             $       (.00)        $        (.09)
                                     ============         =============
Weighted average shares outstanding     2,035,000             1,509,509
                                     ============         =============


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

                                      -a3-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM February 20, 1996 (Date of inception)
To December 31, 1998
<TABLE>
<CAPTION>

                                                            Additional
                                        Common Stock          Paid-in
                                     Shares       Amount      Capital     Total
                                   ----------   ----------  ----------  --------
<S>                                <C>          <C>         <C>         <C>

Balance,February 20, 1996          $      -     $    -       $    -     $    -

Issuance of common stock
for services March, 1996            1,000,000        1,000         0       1,000

Issuance of common stock for cash:
March of 1996                       1,000,000        1,000         0       1,000
May of 1996                         1,418,000        1,418      69,482    70,900
Less offering cost                        0            0       (22,198)  (22,198)
Net loss                                  0            0           0     (36,787)
                                   ----------   ----------   ---------  --------
Balance,
December 31, 1996                   3,418,000        3,418      47,284    13,915

Reverse stock split 4 to 1
on July 30, 1997                   (2,563,500)         0           0         0

Issuance of common
stock for cash
August of 1997                      1,180,500        4,722      54,303    59,025
Net loss                                  0            0           0     (96,614)
                                   ----------   ----------   ---------  --------
Balance,
December 31, 1997                   2,035,000        8,140     101,587   (22,674)
Less net loss                             0            0           0      (5,198)
                                   ----------   ----------   ---------  --------
Balance,
September 30, 1998                  2,035,000        8,140     101,587   (27,872)
Less net loss                             0            0           0      (1,047)
                                   ----------   ----------   ---------  --------
Balance,
December 31, 1998                   2,035,000        8,140     101,587   (28,919)
                                   ==========   ==========   =========  ========
</TABLE>


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

                                      -a4-
<PAGE>

MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED December 31, 1998 (With Cumulative Figures From Inception)


                                                            From Inception
                                         Year ended        Feb. 20, 1996 to
                                        Dec. 31, 1998       Dec. 31, 1998
                                       ---------------      --------------


CASH FLOWS PROVIDED BY
              OPERATING ACTIVITIES
Net loss                                 $  (6,244)          $ (138,646)
Noncash items included in net loss
   Issuance of stock for services                0                1,000
   Amortization of organizational costs        633                    0
   Depreciation                              2,256                4,310
Adjustments to reconcile net loss to
cash used by operating activity                  0                    0
                                         ---------           ----------
   NET CASH PROVIDED BY
   OPERATING ACTIVITIES                     (3,355)            (133,336)

CASH FLOWS USED BY INVESTING ACTIVITIES

Computers                                        0               11,280
                                         ---------           ----------
   NET CASH USED BY
   INVESTING ACTIVITIES                          0               11,280

CASH FLOWS FROM FINANCING ACTIVITIES
   Loans from shareholders                   1,010               38,773
   Sale of common stock                          0                7,140
   Paid-In Capital                               0              123,785
   Less offering costs                           0              (22,198)
                                         ---------           ----------
   NET CASH PROVIDED BY
   FINANCING ACTIVITIES                      1,010              147,500
                                         ---------           ----------

   NET INCREASE IN CASH                     (2,345)          $    2,884
                                                             ==========
CASH AT BEGINNING OF PERIOD                  5,229
                                         ---------
CASH AT END OF PERIOD                   $    2,884
                                        ==========

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

                                      -a5-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1998

NOTE A     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


     The Company  was  incorporated  on February  20, 1996 under the laws of the
state of Nevada as "Legal Protection  Services,  Inc.". The business purpose was
then to sell pre-paid legal services. On July 10, 1997 the shareholders approved
a change  of name to  Millennium  Software,  Inc.  The  Company  is still in the
development stage and has not generated any revenue from operations. The Company
is  engaged  in the  development  of an  Internet-based  business.  The  Company
adopted,  effective  in December of 1998,  SOP 98-5 issued by the  Securities  &
Exchange Commission.  SOP 98-5 requires that organizational expenses be expensed
as  incurred.  Consequently,  the  unamortized  organizational  cost balance was
recognized as a December, 1998 expense.


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


NOTE B     COMPUTER EQUIPMENT

     Computer equipment is carried at cost. Expenditures for the maintenance and
repairs are charged against operations. Renewals and betterments that materially
extend  the  life  of the  asset  are  capitalized.  Expenditures  for  software
development,  maintenance  and  support  of the  Internet  web site are  charged
against operations as incurred.

     Depreciation  of the equipment is provided using the  straight-line  method
over the  estimated  useful  lives for both federal  income taxes and  financial
reporting. Computer equipment is depreciated over five years.

NOTE C     LOANS FROM SHAREHOLDERS

     The  Company=s   President,   or  companies  controlled  by  the  Company=s
President, have extended loans to the Company at no interest, payable on demand,
for working capital purposes.

NOTE D      EARNINGS (LOSS) PER SHARE

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

NOTE E      REVERSE STOCK SPLIT

     On July 10, 1997, the  shareholders  approved a 4 for 1 reverse stock split
to be  effective  July 30,  1997.  After this  reverse  stock  split  there were
6,250,000  at  $.004  par  value  authorized  with  854,500  shares  issued  and
outstanding.

NOTE F      INCREASE IN AUTHORIZED CAPITAL OF THE COMPANY

     On July 10,  1997,  after  the  reverse  stock  split,  the  directors  and
shareholders  of the  Company  approved  an  increase  in the  number  of shares
authorized  from 6,250,000 at $.004 par value to 25,000,000  shares at $.004 par
value.

NOTE G      RELATED PARTY TRANSACTIONS


     In March of 1996, the Company issued  1,000,000 shares of its common stock,
at $.01 per share,  for a total of $1,000 in payment for  services  performed in
the  organization  of the  Company.  In March of 1996 one of the officers of the
Company purchased  1,000,000 shares of its common stock at $.001 per share for a
total of $1,000 cash, to be used for working capital purposes.


     As of December,  1998, stockholders have advanced to the Company $38,773 at
no interest and payable on demand for the purpose of working capital.


                                      -a7-
<PAGE>


                           MILLENNIUM SOFTWARE, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 1997



                                TABLE OF CONTENTS



                                                                     Page Number
                                                             -------------

ACCOUNTANT=S REPORT ..............................................1

FINANCIAL STATEMENT:

   Balance Sheet .................................................2

   Statement of Operations and Deficit
    Accumulated During the Development Stage......................3

   Statement of Changes in Stockholder's Equity ..................4

   Statement of Cash Flows .......................................5

   Notes to the Financial Statements .............................6-7





<PAGE>


David E. Coffey          3615 E. Lindell Rd., Ste. A, Las Vegas, Nevada 89103
----------------------------------------------------------------------------
Certified Public Accountant                              (702) 871-3979



To the Board of Directors and Stockholders
of Millennium Software, Inc.
(Formerly Legal Protection Services, Inc.)
Las Vegas, Nevada


     I have audited the accompanying balance sheet of Millennium Software, Inc.,
(a development stage company) as of December 31, 1997 and the related statements
of  operations,  cash flows and changes in  stockholders'  equity for the period
from February 20, 1996 (date of inception) to December 31, 1997. These financial
statements are the responsibility of Millennium Software,  Inc's management.  My
responsibility  is to express an opinion on these financial  statements based on
my audit.


     I  conducted  my audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards  require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining,  on 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.
I believe that my audit of the financial  statements  provide a reasonable basis
for my opinion.

     In my opinion, the accompanying financial statements present fairly, in all
material  respects,  the financial position of Millennium  Software,  Inc. as of
December  31,  1997 and the  results of  operations,  cash flows and  changes in
stockholders=  equity for the year then ended as well as the cumulative  amounts
since inception in conformity with generally accepted accounting principles.

/s/David Coffey C.P.A.
David Coffey C.P.A.
November 18, 1999

<PAGE>

MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1997



ASSETS

Cash                                                $   5,229
Organizational costs less accumulated
   amortization of $367                                   633
Computers less accumulated
   depreciation of $2,054                               9,227

Total Assets
                                                    $  15,089
                                                    =========
LIABILITIES & STOCKHOLDERS' EQUITY

Accounts payable - stockholder                      $  37,763
                                                    ---------
   Total Liabilities                                $  37,763


Stockholders' Equity
   Common stock, authorized 25,000,000 shares
   at $.004 par value, issued and outstanding
   2,035,000 shares                                     8,140
   Additional paid-in capital                         101,587
   Deficit accumulated during
     the development stage                           (132,401)
                                                    ---------
   Total Stockholders' Equity                         (22,674)

   Total Liabilities and Stockholders' Equity       $  15,089
                                                    =========


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

                                       -2-

<PAGE>

MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE YEAR ENDED December 31, 1997
(With Cumulative Figures From Inception)

                                                            Inception
                                      Year ended          Feb 20, 1996
                                     Dec. 31, 1997           To Date
                                     --------------       ------------

Income                               $          0         $        0
                                              ----                ----
                                                0
Expenses
   Advertising                                7,286              7,286
   Amortization                                 200                367
   Auto expenses                              2,416              2,416
   Computer supplies                          2,397              3,975
   Consulting                                   0                1,000
   Depreciation                               1,027              2,054
   Internet Expenses                         12,000             12,000
   Legal and professional fees               23,248             39,686
   Office supplies                            1,936              3,802
   Telephone                                  2,810              2,810
   Travel, meals and lodging                 42,294             57,005
                                     --------------       ------------
Total expenses                               95,614            132,401

Net loss                                    (95,614)      $   (132,401)
                                                          ============
Deficit accumulated,
beginning of year                           (36,787)
                                     --------------
Deficit accumulated during
the development stage                $     (132,401)
                                     ==============

Earnings (loss) per share Assuming dilution:
Net loss                             $         (.10)      $       (.13)
                                     ==============       ============
Weighted average shares outstanding         990,333            984,019
                                     ==============       ============


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

                                       -3-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS= EQUITY
PERIOD FROM February 20, 1996 (Date of inception)
To December 31, 1997

                                                          Additional
                                       Common Stock        Paid-in
                                    Shares      Amount     Capital       Total
                                  ----------  ----------  ---------   ----------
Balance,
February 20, 1996                       -     $    -      $    -      $    -

Issuance of common
stock for services                 1,000,000       1,000       0          1,000

Issuance of common stock for cash:

March of 1996                      1,000,000       1,000       0          1,000
May of 1996                        1,418,000       1,418     69,482      70,900
Less offering cost                      0            0      (22,198)    (22,198)
Net loss                                0            0         0        (36,787)
                                  ----------  ----------  ---------   ----------
Balance,
December 31, 1996                  3,418,000       3,418     47,284       13,915

Net Loss                                0            0         0        (11,238)
Reverse stocksplit 4 to 1         (2,563,500)        0         0            0
                                  ----------  ----------  ---------   ----------
Balance
July 31, 1997                        854,000       3,418     47,284        2,677

Issuance of common
stock for cash
August of 1997                     1,180,500       4,722     54,303       59,025
Net loss                                0            0          0       (84,376)
                                  ----------  ----------  ---------   ----------
Balance,
December 31, 1997                  2,035,000       8,140    101,587     (22,674)


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

                                       -4-
<PAGE>

MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED December 31, 1997
(With Cumulative Figures From Inception)

                                                           Inception
                                        Year ended       Feb. 20, 1996
                                       Dec. 31, 1997        To Date
                                       --------------   --------------

CASH FLOWS PROVIDED BY
               OPERATING ACTIVITIES

Net loss                               $    (95,614)    $     (132,401)
Noncash expenses included in net loss
   Amortization                                 200                367
   Depreciation                               1,027              2,054
Increase in accounts payable                 38,365             37,763
                                       ------------     --------------
   NET CASH PROVIDED BY
   OPERATING ACTIVITIES                     (56,022)           (92,217)

CASH FLOWS USED BY INVESTING ACTIVITIES

Computers                                     6,146             11,281
                                       ------------     --------------
   NET CASH USED BY
   INVESTING ACTIVITIES                       6,146             11,281

CASH FLOWS FROM FINANCING ACTIVITIES
   Sale of common stock                       4,722              7,140
   Additional Paid-In Capital                54,303            123,785
   Less offering costs                          0              (22,198)
                                       ------------     --------------
   NET CASH PROVIDED BY
               FINANCING ACTIVITIES          59,025            108,727
                                       ------------     --------------

   NET INCREASE IN CASH                      (3,143)    $        5,229
                                                        ==============
CASH AT BEGINNING OF PERIOD                   8,372
                                       ------------
CASH AT END OF PERIOD                  $      5,229
                                       ============

Supplemental disclosures of cash flow information:
   Issuance of common stock in exchange
   for services                                         $        1,000
                                                        ==============

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

                                       -5-
<PAGE>

MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1997

NOTE A     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


     The Company  was  incorporated  on February  20, 1996 under the laws of the
State of Nevada as Alegal  Protection  Services,  Inc@. The business purpose was
then to sell  pre-paid  legal  services.  On July  10,  1997,  the  shareholders
approved a change of name to "Millennium Software,  Inc." The Company engaged in
negotiations in 1997 for a suitable merger partner or acquisition candidate.  No
suitable  partner  was found and the  Company  will  develop  an  Internet-based
business.  The  Company  is  still  in the  development  stage  and  has not yet
generated any revenues from operations.


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

NOTE B     ORGANIZATION COSTS

     Organization costs are capitalized and amortized over 60 months.

NOTE C     COMPUTER EQUIPMENT

     Computer  equipment is carried at cost.  Expenditures  for  maintenance and
repairs are charged against operations. Renewals and betterments that materially
extend  the  life  of the  asset  are  capitalized.  Expenditures  for  software
development,  maintenance  and  support  of the  internet  web site are  charged
against operations as incurred.

     Depreciation  of the equipment is provided using the  straight-line  method
over the  estimated  useful  lives for both federal  income taxes and  financial
reporting. Computer equipment is depreciated over five years.

NOTE D     LOANS FROM SHAREHOLDERS

     Shareholders have extended loans to the Company at no interest.  payable on
demand, for working capital purposes.

NOTE E     EARNINGS (LOSS) PER SHARE

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

NOTE F     SALE OF COMMON STOCK

     In March of 1996, the Company issued  1,000,000  shares of its common stock
at $.001 per share in exchange  for services  valued at $1,000 for  organization
for the Company.  The Company also issued 1,000,000 shares at $.001 per share, a
total of $1,000 cash, to an officer for working capital.

     In May of 1996,  the Company sold  1,418,000  shares of its common stock at
$.05 per share for a total of  $70,900.  In August  of 1997,  the  Company  sold
1,180,500  shares of its common stock at $.05 per share, a total of $59,025,  to
be used for working  capital.  Offering  costs are reported as a deduction  from
paid-in capital.


                                       -6-


<PAGE>

MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1997

NOTE G     REVERSE STOCK SPLIT

     On July 10, 1997, the  shareholders  approved a 4 for 1 reverse stock split
to be effective July 30, 1997.  After this reverse  split,  there were 6,250,000
shares at $.004 par value authorized with 854,500 issued and outstanding.

NOTE H     INCREASE IN AUTHORIZED CAPITAL OF THE COMPANY


     On July 10,  1997,  after  the  reverse  stock  split,  the  directors  and
shareholders  approved  an  increase  in the  number of shares  authorized  from
6,250,000 at $.004 par value to 25,000,000 shares of $.004 par value.


NOTE I     RELATED PARTY TRANSACTIONS

     In March of 1996, the Company issued  1,000,000  shares of its common stock
at $.01 per  share  for a total of  $1,000  in  exchange  for  services  for the
organization  of the  Company.  Also in March of 1996 one of the officers of the
Company purchased 1,000,000 shares at $.001 per share for a total of $1,000 cash
to be used for working capital purposes.

     As of December 31, 1997,  stockholders have advanced to the Company $37,763
at no interest and payable on demand for working capital.



<PAGE>


                                    PART 111
                                    --------

Item 1.    INDEX TO EXHIBITS

The following exhibits are furnished as required by Item 601 of Regulation SB.


Exhibit No.    Description
----------     -----------
3.0            Certificate of  Incorporation of ICS (9614),  Inc.  consisting of
               Articles of  Incorporation  filed with the  Secretary of State of
               the State of Nevada on February 20, 1996,  filed with SEC in this
               Registration Statement; Certificate of Amendment changing name to
               Legal Protection Services, Inc. filed with the Secretary of State
               March 5, 1996.  Additional  Amendment changing name to Millennium
               Software, Inc. filed with the Secretary of State July 16, 1997.

3.1            ByLaws of ICS (9614), Inc., dated February 20, 1996, are attached
               hereto, filed with SEC in this Registration Statement.

4.0            Common  Stock  certificate,  filed with SEC in this  Registration
               Statement.

10.0           Distribution Agreement with Digital River, Inc

10.1           Licensing Agreement with Abacus Systems Ltd December 8, 2000.

10.2           Licensing Agreement with Abacus Systems, Ltd, amended May 1, 2000

10.3           Loan Agreement with Mr. A.M Bigwood, September 7, 2000.

27.0           Financial  Data  Schedule for the period ending  12/31/98,  filed
               with the SEC in this Registration Statement.

                                   SIGNATURES

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



                                               Millennium Software, Inc.
                                                    (Registrant)

Date: September 11, 2000                       By: /S/ANTHONY M. BIGWOOD
                                             ------------------------------
                                                 President and Director



Item 2.       Description of Exhibits


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission