As filed with the Securities and Exchange Commission on January 27, 2004

Securities and Exchange Commission

Washington, D.C. 20549

_________________

FORM 8-K

AMENDMENT NO.4

CURRENT REPORT

_________________

Date of report (date of earliest event reported): March 24, 2003

MILLENNIUM CAPITAL VENTURE HOLDINGS INC. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	0-31457 (Commission File Number)	23-3048444 (I.R.S. Employer Identification No.)
9348 Basile Routhier, Montreal, Quebec, Canada H2M 1T8 (Address of principal executive offices) (Zip Code)
N/A (Former name or former address, if change since last report)

On March 31, 2003, Millennium Capital Venture Holdings Inc. ("Millennium") filed with the Securities and Exchange Commission a Current Report on Form 8-K in which disclosures were made under Item 2 regarding the acquisition of a subsidiary corporation, Mada Multimedia Inc. ("Mada") and under Item 4 regarding a change in Millennium's independent auditors.

On April 22, 2003, Millennium filed Amendment No. 1 to the Form 8-K to include the audited financial statements of Mada and Millennium's pro forma financial statements showing the effects of the acquisition of Mada.

<R>Since that time, Amendments No. 2 and 3 were filed to add some disclosures and make other minor revisions. </R>

<R>This Amendment No. 4 is being filed to add further disclosure regarding the accounting treatment of the software assets development by Mada, in Note 2 to the Pro Forma Financial Statements and make a minor revision to the identification of bank overdraft on the Statement of Cash Flows. </R>

<R>Inasmuch as this Amendment No. 4 relates only to the aforementioned minor revisions, the other disclosures under Items 2, 4 and 7 are incorporated herein by this reference and not restated in this Amendment No. 4.</R>

Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

<R>Dated at Montreal, Quebec, Canada, this 23rd day of January, 2004.<R/>

	Millennium Capital Venture Holdings Inc.

	By:/s/ MARIO DROLET_______________ Mario Drolet Chief Executive Officer (principal executive officer)

Independent Auditors' Report

To the Shareholder of

Mada Multimedia Inc.

We have audited the balance sheets of Mada Multimedia Inc. (formerly Mada Formation Inc.) as at November 30, 2002 and 2001 and the statements of loss and shareholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform an audit to obtain reasonable assurance 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.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at November 30, 2002 and 2001 and the results of its operations and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has insufficient sources of revenue has been unable to comply with certain long-term debt and is dependent on its ability to secure new financing. This raises uncertainty of its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Calgary, Canada

April 4, 2003

/s/ Grant Thornton LLP

Chartered Accountants


Mada Multimedia Inc. (formerly, Mada Formation Inc.) Balance Sheet
November 30			2002		2001
*Assets*
Current
Receivables	$		4,435	$	4,476
Advances to a director			27,198		15,051

			31,633		19,527

Capital assets (Note 4)			183		255
	$		31,816	$	19,782

Liabilities
Current
Bank indebtedness	$		7,721		3,924
Payables and accruals			10,398		6,395
Current portion of long-term debt			46,182		13,000

			64,301		23,319

Long-term debt (Note 5)			--		37,616

			64,301		60,935

Shareholders' Deficiency
Capital stock (Note 6)			65		65
Deficit			(32,550)		(41,218)

			(32,485)		(41,153)
		$	31,816	$	19,782

See accompanying notes to the financial statements.

F-1

Mada Multimedia Inc. (formerly, Mada Formation Inc.) Statements of Earnings and Deficit
Year Ended November 30		2002		2001

Sales	$	31,609	$	1,836

Operating expenses
Salaries and benefits		--		5,873
Rent		764		778
Office		45		393
Tax and permits		--		458
Advertising		--		1,102
Entertainment		--		391
Automotive		25		282
Professional fees		1,910		2,287
Depreciation		75		100
Interest - current		1,339		894
Interest - long-term		3,469		3,206
Development costs		--		32,172
Sub-contracting		15,255		--
Foreign exchange loss (gain)		59		(271)

		22,941		47,665

Earnings (loss) before income taxes		8,668		(45,829)

Income Taxes		--		896

Net earnings (loss)	$	8,668	$	(44,933)

(Deficit) retained earnings, beginning of year	$	(41,218)	$	3,715

Net earnings (loss)		8,668		(44,933)

Deficit, end of year		(32,550)		(41,218)

See accompanying notes to the financial statements

F-2

Mada Multimedia Inc. (formerly, Mada Formation Inc.) Statement of Cash Flows
Year Ended November 30		2002		2001

Increase (decrease) in cash and cash equivalents

*Operations*
Net earnings (loss)	$	8,668	$	(44,933)
Depreciation		75		100

		8,743		(44,833)
Change in non-cash operating working capital (Note 7)		(8,106)		(6,722)

		637		(51,555)

Financing
Advances on long-term debt		--		65,000
Repayment on long-term debt		(4,434)		(14,384)
Bank Overdraft		(3,924)
		(8,358)		50,616

Decrease in cash and cash equivalents		(7,721)		(939)

Cash and cash equivalents
Beginning of year		0		(2,985)
End of year		(7,721)		(3,924)

See accompanying notes to the financial statements.

F-3

Mada Multimedia Inc.
(formerly, Mada Formation Inc.)
Notes to the Financial Statements

November 30, 2002

1. Basis of presentation

The financial statements of Mada Multimedia Inc. (the "Company") are prepared using United States generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Although, the Company has generated revenues sufficient to cover its operating costs, repay some of its liabilities; such revenues are inconsistent and thus are not sufficient to allow the Company to continue as a going concern.

The Company was incorporated December 11, 1997 as Mada Formation Inc. under Part 1A of Quebec Companies Act in Quebec, Canada. In 2002, the Company changed its name to Mada Multimedia Inc.

2. Nature of operations

The Company is in the business of designing, producing and marketing multimedia applications in the financial education sector.

3. Summary of significant accounting policies

Depreciation

Depreciation is provided on the diminishing balance method at the following rates:

Computer equipment	30%
Office equipment	20%

Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-4

Mada Multimedia Inc.
(formerly, Mada Formation Inc.)
Notes to the Financial Statements

November 30, 2002

3. Summary of significant accounting policies
(Continued)

Cash and cash equivalents

For purposes of reporting the statement of cash flows, cash and cash equivalents include highly liquid investments with maturity of three months or less at the time of purchase, net of bank indebtedness.

Income taxes

The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", ("SFAS 109"). Under SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There were no current or deferred income tax expense or benefits due to the fact that the Company did not have any material operations for the period from June 2, 2000 (inception) through December 31, 2001.

4. Capital assets

						2002		2001
		Cost		Accumulated Depreciation		Net Book Value		Net Book Value
Computer equipment	$	320	$	187	$	133	$	188
Office equipment		152		102		50		67

	$	472		289	$	183	$	255

F-5

Mada Multimedia Inc.
(formerly, Mada Formation Inc.)
Notes to the Financial Statements

November 30, 2002

5. Long-term debt

		2002		2001
Unsecured bank loan, bearing interest at prime rate plus 1.75%, repayable by monthly principal only installments of $1,667 Cdn, maturing in November 2005	$	46,182	$	50,616
Less current portion		(46,182)		(13,000)
	$	--	$	37,616

In December 2002, the above loan was transferred to the special loans group by the debt holder due to the Company falling behind in its payments. All of the amount due has been classified as current portion.

6. Capital stock

		2002		2001
Authorized: Unlimited number of common shares
Issued: 100 common shares	$	65	$	65

F-6

7. Supplemental cash flow information

Changes in non-cash working capital

Receivables	38	(4,476)
Due from directors	(12,147)	(6,672)
Payables and accruals	4,003	5,812
Income taxes payable	-	(1,386)
	(8,106)	(6,722)

Millennium Capital Venture Holdings, Inc. Pro-Forma Consolidated Balance Sheet Unaudited December 31, 2002
		Millennium Capital Venture Holdings, Inc.		Mada Multimedia Inc.		Pro-forma Adjustments		Total

*Assets*
Current
Receivables	$	--	$	4,435	$	--	$	4,435
Loan receivables		--		27,198		--		27,198

		--		31,633		--		31,633

Investment		--		--		1,000	2(a)
						(1,000)	2(a)
Capital assets		--		183		--		183
Software		--		--		33,485	2(a)	33,485

	$	--	$	31,816	$	33,485	$	65,301

*Liabilities*
Current
Bank indebtedness	$	63	$	7,721	$	--	$	7,784
Payables and accruals		13,821		10,398		--		24,219
Due to shareholder		7,010		--		1,000	2(a)	8,010
Income taxes payable		90		--		--		90
Current portion of long-term debt		--	$	46,182	$	--		46,182

		20,984		64,301		1,000		86,285

*Shareholders' Deficiency*
Capital stock		100,500		65		(65)	2(a)	100,500
Deficit		(121,484)		(32,550)		32,550		(121,484)

		(20,984)		(32,485)		32,485		(20,984)

	$	--	$	31,816	$	33,485	$	65,301

See accompanying notes to the pro-forma consolidated financial statements

F-8

Millennium Capital Venture Holdings, Inc. Pro-Forma Consolidated Statement of Operations Unaudited Year Ended December 31, 2002
		Millennium Capital Venture Holdings, Inc.		Mada Multimedia Inc.		Pro-forma Adjustments		Total

Revenue
Sales	$	--	$	31,609	$	--	$	31,609

Expenses
Consulting fees		71,909		--		--		71,909
Interest - current		--		1,339		--		1,339
Long-term		--		3,469		--		3,469
Other general and administration		14,546		968		--		15,514
Professional fees		34,439		1,910		--		36,349
Sub-contract		--		15,255				15,255

		120,894		22,941				143,835

(Loss) earnings before income taxes		(120,894)		8,668				(112,226)

Income Taxes		30		--				30

Net (loss) earnings	$	(120,924)	$	8,668	$		$	(112,256)

Loss per share (Note 3)							$	(0.02)

See accompanying notes to the pro-forma consolidated financial statements

F-9

Millennium Capital Venture Holdings, Inc.

Notes to the Pro-forma Consolidated Financial Statements

Unaudited
December 31, 2002

1
. Basis of presentation

Pro-forma consolidated statements have been prepared for Millennium Capital Venture Holdings, Inc. ("Millennium" or the "Company") to reflect the acquisition of Mada Multimedia Inc.

Effective March 24, 2003, the Company entered into a share purchase agreement to acquire all of the issued and outstanding common shares of Mada Multimedia Inc. for consideration of $1,000, subject to regulatory approval. The pro-forma balance sheet gives effect to the transaction outlined in Note 2(a) as if it had occurred on December 31, 2002, while the statement of operations gives effect to this transaction as it had occurred on January 1, 2002.

2. Pro-forma transaction and assumptions

a) The proposed above amalgamation is to be accounted for using the purchase method. Net assets acquired are as follows:

Working capital	$	13,514
Purchase price allocated to software		33,485
Capital assets		183
Long-term debt		(46,182)
Cash consideration paid	$	1,000

The excess of the purchase price and the accumulated deficit has been allocated to software costs, the principal asset of the Company.

b) The accounting policies used in the preparation of the pro-forma statements are in accordance with those disclosed in Millennium's audited financial statements for the year ended December 31, 2002.

c) These pro-forma financial statements do not include an estimate of costs to be incurred on the proposed transactions.

d) The amount recorded as software represents the portion of the purchase price in excess of the book value of the assets that has been attributed to the software costs owned by Mada. This consent is based on the fair value of software on the acquisition date.

3. Per common share information

The pro-forma earnings per common share have been calculated using the weighted average common shares of Millennium at December 31, 2002. The pro-forma weighted average shares outstanding for the period ended December 31, 2002 is 5,728,767.

F-10

MILLENNIUM CAPITAL VENTURE HOLDINGS INC 8-K/A