MILLENIA HOPE INC.
        (Exact name of Small Business Issuer as Specified in its Charter)


               DELAWARE                              98-0213828
     (state or other Jurisdiction of              (I.R.S Employer
     Incorporation or Organization)              Identification No.)


           4055 Ste Catherine st. suite 142, Montreal, Quebec H3Z 3J8
                    (Address of Principal Executive Offices)


                                 (514) 846-5757
                 Issuer's Telephone Number Including Area Code)

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date  : At  May  31,  2000  Issuer  had
outstanding 20175239 shares of Common Stock.

<PAGE>


                                      INDEX

PART I: FINANCIAL INFORMATION


Item 1. Financial Statements

     Consolidated Balance Sheets (Unaudited) at May 31, 2000 Statement of income
(Unaudited)  for the three and six months  ended May 31, 2000 and May 31,  1999,
and from inception (December 24, 1997) to May 31, 2000, Statements of cash flows
(Unaudited)  for the six months  ended May 31, 2000 and May 31,  1999,  and from
inception (December 24, 1997) to May 31, 2000. Summary of Significant Accounting
policies Notes to the Financial Statements (Unaudited)

<PAGE>

                              MILLENIA HOPE, INC.
                           CONSOLIDATED BALANCE SHEET
                                AT MAY 31, 2000

                                     Assets

Current Assets
     Cash and cash equivalents                                      $   399,996
     Note Receivable - 3rd Party                                         33,600
     Note Receivable - Related Party                                     34,233
                                                                    -----------

       Total current assets                                             467,829
Property and equipment, net                                              62,455
                                                                    -----------

       Total assets                                                     530,284
                                                                    ===========

                      Liabilities and Shareholder's Equity

Current Liabilities
     Accounts payable and accrued liabilities                           207,815
       Other current liabilities                                         15,219
                                                                    -----------

       Total current liabilities                                        223,034

Minority Interest                                                        39,885

 Shareholder's Equity
     Common Stock, $.0001 par value; authorized                           2,017
          70,000,000 shares; issued and outstanding 20,175,239
     Warrants                                                         1,393,247
     Paid in Capital                                                  2,535,538
     Cost of Treasury Shares                                                100
     Deficit accumulated during the development stage                (3,663,537)
                                                                    -----------

       Total Shareholder's Equity                                       267,365

        Total liabilities and shareholder's equity                  $   530,284
                                                                    ===========

                   Read the accompanying significant notes to
 financial statements, which are an integral part of this financial statement.
<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        CONSOLIDATED STATEMENT OF INCOME
         FOR THE THREE MONTHS AND SIX MONTHS ENDED MAY 31, 2000 AND 1999
            FROM INCEPTION (DECEMBER 24, 1997) THROUGH MAY 31, 2000

<TABLE>
<CAPTION>
                                                               Three Months                      Six Months              Inception
                                                               Ended May 31,                    Ended May 31,          (December 24,
                                                       ----------------------------    ----------------------------    1997) through
                                                               2000            1999            2000            1999    May 31, 2000
                                                       ------------    ------------    ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>             <C>             <C>
Revenue:
       Licensing fees                                  $      7,500    $      7,500    $     15,000    $     12,500    $     42,500

Operating expenses:
       Marketing                                                          1,514,215            --         1,514,215       1,514,215
       Patent Rights                                                           --              --              --         1,005,827
       Other Development Costs                                                 --              --              --           218,515
       Rent                                                  19,100          15,313          38,200          30,625         175,850
       Travel                                                40,230            --            40,230            --           162,230
       Selling, general and administrative expenses          38,257          14,361          67,759          28,721         479,762
                                                       ------------    ------------    ------------    ------------    ------------
          Total operating expenses                           97,587       1,543,888         146,189       1,573,561       3,556,399

          Loss before other income (expense)                (90,087)     (1,536,388)       (131,189)     (1,561,061)     (3,513,899)

Other income (expense):
       Interest expense                                        --           (14,905)        (27,770)        (28,834)       (149,639)
                                                       ------------    ------------    ------------    ------------    ------------
          Total other income (expense)                         --           (14,905)        (27,770)        (28,834)       (149,639)


                                                                       ------------    ------------    ------------    ------------
                                                       ------------    ------------    ------------    ------------    ------------
Net Loss                                                    (90,087)     (1,551,293)       (158,959)     (1,589,895)     (3,663,537)
                                                       ============    ============    ============    ============    ============

Basic weighted average common shares outstanding         13,056,087      10,169,227      12,029,919      10,166,673      10,799,716
                                                       ============    ============    ============    ============    ============

Basic Loss per common share                            $    (0.0069)   $    (0.1525)   $    (0.0132)   $    (0.1564)   $    (0.3392)
                                                       ============    ============    ============    ============    ============

</TABLE>

        Read the accompanying summary of significant accounting notes to
 financial statements, which are an integral part of this financial statement.


<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED MAY 31, 2000 AND 1999
           FROM INCEPTION (DECEMBER 24, 1997) THROUGH TO MAY 31, 2000

<TABLE>
<CAPTION>
                                                                                                                         Inception
                                                                                                                       (December 24,
                                                                                  ------------------------------       1997) through
                                                                                      2000               1999           May 31, 2000
                                                                                  -----------        -----------       -------------
<S>                                                                               <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                                                 $  (158,959)       $(1,589,895)       $(3,663,537)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
              Depreciation and amortization                                             7,002              7,282             36,766
              Issuance of stock for marketing services                                   --            1,514,215          1,514,215
              Issuance of note for other development costs                               --                 --              192,831
              (subsequently converted to warrants)
              Interest expense settled with issuance of note                           27,770               --               27,770
              (subsequently converted to warrants)
Changes in Operating assets and liabilities:
              Accounts Payable and Accrued Liabilities                                 41,884             61,900            218,534
                                                                                  -----------        -----------        -----------

Net cash provided by/(used in) operating activities                                   (82,303)            (6,498)        (1,673,421)


CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of Property and equipment                                                       --                 --              (76,000)
Issuance of stock for subsidiaries cash balance                                        40,628               --               40,628
                                                                                  -----------        -----------        -----------

Net cash provided by/(used in) investing activities                                    40,628               --              (35,372)


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties (net of discount)                        (51,205)              --            1,172,648
  Note payable - subsidiary                                                            42,181                                42,181
  Issuance of stock                                                                   446,762               --              893,962
                                                                                  -----------        -----------        -----------

Net cash provided by/(used in) financing activities                                   437,738               --            2,108,790
                                                                                  -----------        -----------        -----------


Net increase (decrease) in cash and cash equivalents                                  396,063             (6,498)           399,996
Cash and cash equivalents, beginning of period                                          3,933             21,000               --
                                                                                  -----------        -----------        -----------

Cash and cash equivalents, end of period                                          $   399,996        $    14,602        $   399,996
                                                                                  ===========        ===========        ===========


Supplemental Schedule of noncash investing and financing activities:

On February  28,  2000,  the  company  issued  4,644,156  warrants to settle the
following related party notes:

    Notes payable (principally related parties) (net of discount)                   1,172,648
    Long -term debt, less current portion (net of discount)                           104,031
    Current portion of long term debt ( net of discount)                               88,800
    Current year interest expense                                                      27,770
                                                                                  -----------
                                                                                    1,393,249

On May 29, 2000, the company issued 5,000,000 shares of common stock in exchange
for 35,700,000  shares of Sword Comp-Soft,  Corp., a Delaware  corporation which
provides  on-line   interactive  health  services  through  the  internet.   The
transaction was recorded using the "purchase method" as the registrant  acquired
76.45% of Sword Comp-Soft, Inc.'s outstanding shares at May 29, 2000.
  The following assets were acquired through this transaction:
              Note Receivable - 3rd Party                                              33,600
              Note Receivable - Related Party                                          35,322
              Property and Equipment, net                                              23,221
  The following liabilities were assumed through this transaction:
              Accounts payable and accrued liabilities                                  4,500

</TABLE>

On April 30, 2000, the company's  subsidiary issued 600,000 shares for Equipment
valued at $15,000.


        Read the accompanying summary of significant accounting notes to
  financial statement, which are an integral part of this financial statement.

<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                  MAY 31, 2000

NOTE 1 - BASIS OF PRESENTATION

     The accompanying  unaudited  consolidated  financial statements of Millenia
Hope Inc. have been prepared in accordance  with generally  accepted  accounting
principles for interim  financial  information and with the instructions to Form
10-QSB and Article 10 of Regulation  S-X. The financial  statements  reflect all
adjustments  consisting of normal recurring adjustments which, in the opinion of
management, are necessary for a fair presentation of the results for the periods
shown.  Accordingly,  they do not include all of the  information  and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.

     These financial  statements  should be read in conjunction with the audited
financial  statements  and  footnotes  thereto  included in Millenia Hope Inc.'s
Registration  Statement on Form 10SB  (Registration No. 000-29385) as filed with
the Securities and Exchange Commission.

     The  preparation  of 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  assets and  liabilities  at the date of the financial
statements and that effect the reported  amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.


NOTE 2 - REVENUE RECOGNITION

     The company  currently  recognizes  revenue in the form of  licensing  fees
which are recorded over the life of the licensing  agreement  using the straight
line  method.  Currently  the company has one  agreement  with a term of 5 years
commencing on January, 1999.

     In December 1999, the  Securities  and Exchange  Commission  ("SEC") issued
Staff  Accounting  Bulletin No. 101 ("SAB 101"),  "Revenue  Recognition,"  which
provides guidance on the recognition,  presentation and disclosure of revenue in
financial  statements  filed with the SEC. SAB 101  outlines the basic  criteria
that must be met to  recognize  revenue and  provide  guidance  for  disclosures
related to revenue recognition policies.  Management believes that Millenia Hope
Inc.'s revenue  recognition  practices are in conformity  with the guidelines of
SAB 101.

NOTE 3 - NET LOSS PER SHARE

     Basic  earnings  (loss) per share is  computed  using the  weighted-average
number of common shares outstanding during the period.  Options and warrants are
not considered since considering such items would have an antidilutive effect.

<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                  MAY 31, 2000

NOTE 4 - GOING CONCERN

     The  accompanying  financial  statements  have been  prepared  assuming the
Company will  continue as a going  concern.  The company  reported a net loss of
$90,087 and  $158,959 for the three and six months ended May 31, 2000 as well as
reporting net losses of $3,663,537 from inception (December 24, 1997) to May 31,
2000. As reported on the statement of cash flows,  the Company had positive cash
flows from operating activities of $82,303 for six months ended May 31, 2000 but
has reported  deficient cash flows from operating  activities of $1,673,421 from
inception  (December 24, 1997). To date, these losses and cash flow deficiencies
have been financed  principally  through the sale of common stock ($893,962) and
short term debt  ($1,172,648)  which is related party debt.  Additional  capital
and/or  borrowings  will be  necessary  in order for the  Company to continue in
existence until attaining and sustaining profitable  operations.  Management has
continued  to develop a strategic  plan to develop a management  team,  maintain
reporting  compliance  and establish  long term  relationships  with other major
organizations  to  develop  and  distribute  the  product  Malarax.   Management
anticipates  generating  revenue  through  the sales of Malarax  during the next
fiscal year. The major  shareholder's of the organization have committed to fund
the  operations  of the  organization  during  the next  fiscal  year  until the
organization  can generate  sufficient cash flow from operations to meet current
operating expenses and overhead.


NOTE 5 -  ACQUISITION OF SWORD COMP-SOFT

     On May 29, 2000,  the company  issued  5,000,000  shares of common stock in
exchange for 35,700,000 shares of Sword Comp-Soft, Corp., a Delaware corporation
which provides on-line  interactive  health services  through the internet.  The
transaction was recorded using the "purchase method" as the registrant  acquired
76.45% of Sword Comp-Soft, Corp.'s outstanding shares at May 29, 2000.


NOTE 6 - STOCKHOLDER'S EQUITY

     In  February  1998,  the  company  issued  in  accordance  with it  private
placement  offering exempt from registration  requirements under section 4(2) of
the  Securities  Act of 1933,  as  amended,  and Rule 504 of  Regulation  D sold
6,100,000  units (each unit  consisting  of one (1 share of common stock and (1)
warrant) at a price of $0.07 per unit.  Each  warrant  entitles  the  registered
holder  thereof to purchase at any time from the date of the offering  until the
close of business  February  11,  2001,  one share of common stock at a price of
$0.09. On January 17, 2000, the company issued 563,000 shares of common stock at
a price of $0.09 per share to individuals who exercised their warrants.

     On May 29, 2000,  the company  issued  5,000,000  shares of common stock in
exchange for 35,700,000 shares of Sword Comp-Soft, Corp.


<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                  MAY 31, 2000


NOTE 6 - STOCKHOLDER'S EQUITY (continued):

     In  February  1998,  the  company  issued  in  accordance  with it  private
placement  offering exempt from registration  requirements under section 4(2) of
the  Securities  Act of 1933,  as  amended,  and Rule 504 of  Regulation  D sold
6,100,000  units (each unit  consisting  of one (1 share of common stock and (1)
warrant) at a price of $0.07 per unit.  Each  warrant  entitles  the  registered
holder  thereof to purchase at any time from the date of the offering  until the
close of business  February  11,  2001,  one share of common stock at a price of
$0.09. On May 31, 2000, the company issued 4,401,019 shares of common stock at a
price of $0.09 per share to individuals who exercised their warrants.

     On February 28, 2000, the company issued  4,644,156  warrants to settle the
following related party notes:

Current portion of long term debt (net of discount)                   $   88,800
Notes payable (principally related parties) (net of discount)          1,172,648
Long -term debt, less current portion (net of discount)                  104,031
Current year interest expense                                             27,770
                                                                      ----------
                                                                      $1,393,249
                                                                      ==========

     On January 20, 2000, one of the founders of the corporation who was invited
to participate at the inception of the corporation  based upon on his ability in
the area of  investor  relations  agreed to return his  1,000,000  shares to the
company for cancellation  due to changed personal  circumstances in which he was
unable to devote  significant time and effort to the company.  These shares have
been classified as treasury shares.

<PAGE>


Item 2.  Plan of Operation.

The  following  discussion  should  be read in  conjunction  with the  financial
statements  and related notes which are included  elsewhere in this  prospectus.
Statements  made  below  which  are not  historical  facts  are  forward-looking
statements.   Forward-looking   statements   involve   a  number  of  risks  and
uncertainties including, but not limited to, general economic conditions and our
ability to market our product.

     Some  of the  statements  hereunder  are  forward-looking  statements  that
involve  risks  and  uncertainties.  These  forward-looking  statements  include
statements about our plans, objectives, expectations, intentions and assumptions
and other  statements  contained  herein that are not  statements  of historical
fact.  You can  identify  these  statements  by  words  such as  "may,"  "will,"
"should,"  "estimates,"  "plans," "expects,"  "believes,"  "intends" and similar
expressions. We cannot guarantee future results, levels of activity, performance
or achievements.  Our actual results and the timing of certain events may differ
significantly from the results discussed in the forward-looking  statements. You
are cautioned not to place undue reliance on any forward-looking statements.

The business objectives of Millenia are twofold.

First and foremost is to establish  MALAREX as an accepted control agent for the
treatment and prevention of malaria throughout the world. Not only do we believe
that MALAREX is an effective  anti-malarial drug, it will also be made available
at prices  that are adapted to the  realities  of the third  world  market.  The
availability and pricing of MALAREX will hopefully ensure its  acceptability and
use in the fight  against  malaria.  To this end the company  has  entered  into
clinical trials of MALAREX with the following three countries:

o    On October 5th, 1999 India's  Directorate  of Health  accepted  MALAREX for
     both in-vitro  (test-tube) and in-vivo (live trials)  testing.  On February
     28th, 2000 the in-vitro tests were  successfully  completed and the in-vivo
     tests are scheduled to be run next.

o    On January 13th, 2000 Cameroun's  Department of Health accepted MALAREX for
     both  in-vitro and in-vivo  testing.  As of February  17th,  2000 the above
     testing was  successfully  concluded.  The company is waiting for the final
     approval of the  Department  of Health for MALAREX to be sold in  Cameroun.
     While management  believes that sales of MALAREX should commence within the
     next six months in Cameroun, as there are no signed sales contracts and the
     company has not yet received its final certification, there is no basis for
     assurance that this will take place.

o    On January  26th,  2000 the  Ministry of Health and  Welfare of  Equatorial
     Guinea  accepted  MALAREX  for both  in-vitro  and in-vivo  testing.  As of
     February 27th, 2000 the in-vitro testing was successfully  concluded and we
     are  waiting  for the  in-vivo  testing  to be  concluded.  If this step is
     successful  then final approval of the ministry of Health and Welfare would
     be needed to commence sales of MALAREX.

Millenia has adopted an extremely  conservative  sales forecast.  In the face of
anti-malarial  drug  resistance,  the need for more  effective  treatments  will
continue to intensify.  Once a network of local  manufacturers  and distributors
capable of producing and supplying  MALAREX are in place, the demand for MALAREX
should increase commensurately.

It is estimated  the demand for MALAREX will  increase as it becomes an accepted
choice in the fight against malaria.  Millenia chooses to remain conservative in
its sales  estimation  as it strives  to attain  its  target  goal of 2 % of the
marketplace in five years.

Achieving  these modest levels will ensure both the viability and  profitability
for both the Company and its shareholders.

Secondly,  Millenia is committed to ongoing  research and  development to expand
the efficacy of MALAREX and its derivatives in fighting infectious diseases.  To
this end,  the  company has a verbal  agreement  with one of its  officers,  Mr.
Guiseppe  Bertelli Motta,  VP of research and a  co-discoverer  of MALAREX whose
profession is botanical  research,  that it will have the first right of refusal
on all the research  carried on by him. As cash flow improves,  further  funding
will be committed to research and development.

As an integral part of this  development,  Millenia hopes to establish long term
relationships  with other major  organizations  such as Rotary  Against  Malaria
(RAM),  World Health  Organization and the Centres for Disease  Controls.  It is
through these  relationships  that Millenia feels that they can best support the
efforts of such  organizations  to solve the  problem of malaria by  building an
infrastructure necessary to control this disease.

As the  Company  has not yet  begun to sell the  Product,  it is  difficult  for
management  to evaluate the growth curve of Product  sales.  However,  given the
potential  market size and the need for viable and effective  drugs, the Company
believes  that it will not have a  problem  generating  sales  thereby  creating
positive cash flow once the Product is approved.

The Company intends to use the Internet for advertising as that currently allows
the greatest visibility for very small costs. In fact, the Company believes that
it will be able to obtain free access on certain  websites  looking for products
such as the Company's.

<PAGE>


At present the only  significant  cash outlay of the Company is for rent as well
as legal and accounting  fees incurred by the Company as it prepares this filing
and filings  associated  with being a  reporting  company  (quarterly  unaudited
reports,  annual  reports,  etc.).  There  is  currently  insufficient  funds to
adequately provide for the Company's needs over the next twelve months, however,
the officers and certain  shareholders  have committed to fund the operations of
the  company  during  the net  twelve  months  until the  company  can  generate
sufficient  cash flow from  operations  to meet current  operating  expenses and
overhead.

Liquidity and cash flow needs of the Company

From  December  1st,  1999 to May  31st,  2000 the  company  incurred  operating
expenses  of $ 146.189  and  interest  expenses  in the amount of $27,770  while
recording  net cash revenues of $15,000.  From June 1st, 2000 to November  30th,
2000, the fiscal year end, the company  anticipates that its net cash flow needs
will be $95.000 primarily to cover day to day operating expenses and $60,000
to cover  overseas  travel  expenses.  These  funds  will be  covered by revenue
received and any shortfalls will be met by the officers and certain shareholders
as previously outlined.

On January 20, 2000, after ongoing discussions, one of the founding shareholders
agreed to return  his  1,000,000  shares to the  company's  treasury  due to his
inability to provide certain services to the corporation.

On May 29, 2000, the company acquired thirty five million seven hundred thousand
(35,700,000)  shares  of  SWORD  COMP-SOFT  CORP.,  this  being  51% of  SWORD's
authorized capital, at a cost of five million (5,000,000) common shares,  valued
at the average  thirty date trading  range (OTC other) of $1.50 or seven million
five  hundred   thousand   dollars   ($7,500,000)   and  five  million  warrants
(5,000,000),  entitling the  registered  holder  thereof to purchase at any time
from that date for a period of three (3) years,  one share of common  stock at a
price of two dollars ($2).

SWORD COMP-SOFT CORP. is an (ASP) Application  Service Provider  incorporated in
November 1998 specializing in the E-Healthcare sector.

Application  services,  a rapidly growing segment of the Internet  economy,  are
those that focus on a single topic or issue in a conversational manner.

Sword has what it believes  is some of the most  advanced  technology  currently
available  in the field of  e-Healthcare  and that it will be in a  position  to
offer a range of application services designed around the concept of providing a
series of useful,  on line  interactive  health  services and  facilities  in an
attractive,  convenient format to people in their electronic environments. These
application   services  include  the  identification  and  personal  logging  of
disease(s) and  strategies to cope with long term health issues from  nutrition,
wellness and health in a "patient driven" format.

Essentially,  the  subscribers  use  application  programs to create,  store and
transact medical data on the application  server,  for example,  the interactive
on-line  health  service will record  similar  data to that  usually  given to a
primary health care worker,  such as a doctor or a nurse,, and create an overall
profile of individual  health needs.  Each application will relate to a specific
disease,  drug,  or part of the human  anatomy on a pay per use basis ( although
this fee may be sponsored).

The acquisition of Sword, a corporation conducting its business via the Internet
where 45% of all inquiries are health related,  is mutually  beneficial for both
parties.  Millenia's  scientific  advisory  committee,  comprised  of M.D.s  and
P.H.D.s  with a wide  range of  expertise,  will  lend  valuable  assistance  to
Sword.as it brings to the market its medical  ASP's.  Further,  their breadth of
knowledge and varied  specializations  should help to generate ideas and data to
aid in the production of other medical AS's.

     As Sword  states  in its  Registration  Statement  filed in  October  2000,
although our products have  worldwide  application,  the marketing  plan for the
first year of operations is to concentrate  on the North American  market and to
focus,   particularly   during  the  balance  of  this  year,   on   significant
opportunities  that have been  identified for or by twenty of the top companies.
Sword's  target  market  is  the  major  pharmaceutical  companies.  By  Sword's
fostering  relationships  with the above  enumerated  corporation,  it will help
create an easier entree for its parent  corporation,  Millenia to form alliances
and joint projects with those of aforementioned companies.

     Sword has already  started to generate  revenue and  expects,  based on its
estimates,  that by the end of its  initial  12 months  it will  have  generated
sufficient  revenues to break even.  By the need of its second 12 month  period,
Sword, again per its best estimates, expect to have generated a net profit.

     Sword  has  recently  filed a  registration  statement  with  the  Security
Exchange Commission and will become a reporting company when it is effective. It
is  presently  in the  process of applying to the NASD to be able to trade their
shares on the Over The Counter Market.

     Sword was  incorporated  in November 1998 and  commenced its  activities in
February 2000.  Millenia had no  affiliation  with Sword prior to its successful
negotiation  with that  company to  purchase a  controlling  interest in it. Mr.
Leonard Stella chief operating  officer of Millenia Hope will fill the same post
at Sword as well as sitting on its Board of Directors.  This will allow Millenia
to both monitor and guide Sword in its financial transactions and decisions.

     As set out in its  Registration  Statement,  Sword has adequate  funding to
finish its first ASP and bring it to the market. Also, as previously  mentioned,
Sword is  already  generating  revenues  and  experts  to  produce a break  even
statement of  operations  for its initial 12 month  period.  Based on the above,
Millenia does not currently forsee a need to provide Sword with any funding.  As
such,  Millenia  feels  that  the  acquisition  of Sword  will  turn out to be a
profitable one and in the best interest of its shareholders.

     Sword is now working on the  completion  of its first ASP which it hopes to
bring to market by the first  quarter of 2001.  It is also  engaged in  offering
technology related services such as consulting, data storage and web hosting. As
previously mentioned, the latter services are already generating revenues.


On February 22, 2000 Dr. David Mulder  joined the Board of Directors of Millenia
Hope as its Vice-Chairman of the Board. Dr Mulder, a physician with expertise in
several  disciplines,  was the former chairman of Montreal's  McGill  University
department of surgery and the  surgeon-in-chief at the Montreal General Hospital
for 21 years. Dr Mulder has held leading  positions in several important medical
associations  including  presidency  of the  Canadian  Association  of  Thoracic
Surgeons and the Canadian Surgical Association.

At a Board of  Directors  meeting,  held on April 19,  2000,  Dr.  Alain  Soucy,
Chairman of the Board of Millenia,  resigned in order to head up a new start-up,
Thermolysis  International,  a corporation specializing in industrial water (and
waste) purification.

<PAGE>


At the same  meeting,  Dr.  George  Haligua,  Vice  President  of Finance  and a
Director,  has resigned to devote more time and  concentrate  his efforts on his
own principle businesses.

Dr. George Tsoukas is the newly elected chairman of the Board of Millenia Hope.

Dr.  George  Tsoukas  has a  bachelor  of science in  Biochemistry  from  McGill
University  and received his Medical  degree from McGill in 1968. In 1975 he was
granted a specialization in Internal  Medicine and  Endocrinology  from the same
institution. For over 10 years, he has been an Associate Physician at the McGill
University Medical Center and is currently  conducting clinical research on bone
diseases.  Dr.  Tsoukas was also the chief  examiner  for the Quebec  College of
Endocrinologists from 1980 - 1986. Dr. Tsoukas is an educator who, over the past
decade,  has produced medical CD-ROMs and hosted a TV program explaining medical
conditions.   He  has  also  lectured  to  other  doctors  on  behalf  of  major
pharmaceutical companies.

Mr.  Leonard  Stella,  President  and  Treasurer,  will take over the  financial
responsibilities  of Dr. Haligua and will share, with Mr. Tom Bourne,  Secretary
of Millenia,  the duties involved in shareholder relations previously handled by
Dr. Haligua.

Further, Mr. Stella's title will now be COO, Chief Operating Officer,  replacing
his previous designation as President and Treasurer.


Part II other information

Item 2: Sales of Unregistered securities


Date of          Title of        Number     Consideration   Exemption from
Sale             Security        Sold       Received        Registration claimed

1/17/2000        Common           563,000   $ 50,670        Regulation  S
                 Shares

2/28/2000        Warrants       4,644,156   conversion of   Regulation  S
                 exercisable                $ 1,393,247
                 at $1.00 per               of debt
                 share until
                 11/30/2002

29/5/2000        common shares  5,000,000   35,700,000      Section 4(2)
                                            shares of
                                            Sword Comp-
                                            Soft Corp.

31/5/2000        common shares  4,401,019   396,092         Regulation S


ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     27. Financial Data Schedule (5/31/00)

(b)  Reports on Form 8-K

     None

<PAGE>

                                   SIGNATURES

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



                                         Millenia Hope Inc.
                                         (Registrant)


Dated: July 14, 2000                     By:  /s/Leonard Stella
                                              President and Treasurer