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 and May 31, 1999
     Statements 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)


Item 2. Plan of Operations


PART II. Other Information

     Item 2. Sale of Unregistered Securities

     Item 6. Exhibits and Reports on Form

     SIGNATURES


<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                           CONSOLIDATED BALANCE SHEET
                          May 31, 2000 AND May 31, 1999
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                     Assets
                                                                  2000            1999
                                                             --------------   --------------
<S>                                                             <C>           <C>
Current Assets
    Cash and cash equivalents                                   $   511,028   $        3,968
      Total current assets                                          511,028            3,968
Property and equipment, net                                          54,234           53,550
Excess of Cost over book value of subsidiary                      1,644,429               --

      Total assets                                                2,209,691           57,518

                      Liabilities and Shareholder's Equity

Current Liabilities
    Accounts payable                                                210,168          192,996
    Current Portion of long term debt (net of discount)                  --           44,400
    Notes payable (principally related parties)                          --          801,886
    Other current liabilities                                        57,400               --
      Total curent liabilities                                      267,568        1,039,282
    Long-term debt, less current portion (net of discount)               --          148,430
 Minority Interest                                                1,804,237               --
 Shareholder's Equity
    Common Stock, $,0001 par value; authorized                        2,017            1,121
         70,000,000 shares; issued and outstanding
         20,175,239 in 2000 and 11,211,220 in 1999
    Paid in Capital                                              11,299,307        1,960,294
    Cost of Treasury Shares                                     (7,499,900)               --
    Deficit accumulated during the development stage            (3,663,537)       (3,091,609)

      Total Shareholder's Equity                                    137,886         (382,894)

       Total liabilities and shareholder's equity               $ 2,209,691   $       57,518
                                                                ===========   ==============
</TABLE>


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

<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                               STATEMENT OF INCOME
              FOR THE 6 MONTHS ENDED MAY 31, 2000 AND MAY 31, 1999
                        AND THE PERIOD FROM THE INCEPTION
                       (DECEMBER 24, 1997) TO MAY 31, 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                                   Inception
                                                            3 months ended                  6 months ended       (Dec. 24, 1997)
                                                    MAY 31, 2000   MAY 31, 1999     MAY 31, 2000   MAY 31, 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:
Patent Rights                                               --              --              --              --       1,005,827
Marketing                                                   --       1,514,215              --       1,514,215       1,514,215
Other Developmental 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       1,543,889         146,189       1,573,561       3,996,399

  Loss before other income (expense)                   (90,087)    (1,536,389)        (131,189)     (1,561,061)     (3,513,899)

Other income (expense):
Interest expense                                            --         (14,905)        (27,770)        (28,834)       (149,638)

   Total other income (expense)                             --         (14,905)        (27,770)        (28,834)       (149,638)

Net Loss                                               (90,087)    (1,551,294)        (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  policies and notes to financial
statements, both of which are an integral part of this financial statement.


<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                             STATEMENT OF CASH FLOWS
              FOR THE 6 MONTHS ENDED MAY 31, 2000 AND MAY 31, 1999
                        AND THE PERIOD FROM THE INCEPTION
                       (DECEMBER 24, 1997) TO MAY 31, 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                                        Inception
                                                                                          6 Months Ended             (Dec. 24, 1997)
                                                                                 MAY 31, 2000       MAY 31, 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 noe for other development costs                                --                 --              192,831
              Operating expense settled with issuance of note                          93,602               --               93,602
              Interest expense settled with issuance of note                           27,770               --               27,770
Changes in Operating assets and liabilities:
              Accounts payable and notes payable                                       90,918             61,900            267,568
                                                                                  -----------        -----------        -----------

Net cash provided by/(used in) operating activities                                    60,333             (6,498)        (1,530,786)


CASH FLOWS FROM INVESTING ACTIVITIES:
            Purchase of property                                                         --                 --              (76,000)
                                                                                  -----------        -----------        -----------
Net cash provided by/(used in) investing activities                                      --                 --              (76,000)


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
    Notes payable, principly related parties (not of discount)                           --                 --            1,223,853
    Issuance of stock                                                                 446,762               --            2,117,815
                                                                                  -----------        -----------        -----------

Net cash provided by/(used in) financing activities                                   446,762               --              893,962
                                                                                  -----------        -----------        -----------


Net increase (decrease) in cash and cash equivalents                                  507,095             (6,499)           511,028
Cash and cash equivalents, beginning of period                                          3,933             21,000               --
                                                                                  -----------        -----------        -----------

Cash and cash equivalents, end of period                                          $   511,028        $    14,502            511,028
                                                                                  ===========        ===========        ===========
</TABLE>



On April 30, 2000, the Company's subsidiary issued 600,000 shares for Equipment
valued at $15,000.
On February 28, 2000, the Company, by issuing 4,644,156 warrants, settled notes
payable to related parties in the amount of $1,393,247.




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




<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS
                  6 MONTHS Ended MAY 31, 2000 AND MAY 31, 1999
                                   (unaudited)

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.

     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
                  6 MONTHS Ended MAY 31, 2000 AND MAY 31, 1999
                                   (unaudited)


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 $60,333 for six months ended May 31, 2000 but
has reported  deficient cash flows from operating  activities of $1,530,786 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
notes  payable,   principly  related  parties  (net  of  discount)  ($1,223,853.
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 May29,  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 (5,000,00) 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.

NOTE 6 - STOCKHOLDER'S EQUITY

One  of our  founders  was  invited  to  participate  at  the  inception  of the
Corporation based upon his ability in the area of Investor  Relations.  However,
shortly  thereafter,  due to changed  personal  circumstances,  he was unable to
devote significant time and effort to the company. Following ongoing discussions
on January 20, 2000, he agreed to return his  1,000,000  shares to the Corporate
Treasury for cancellation.



<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS
                  6 MONTHS Ended MAY 31, 2000 AND MAY 31, 1999
                                   (unaudited)

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).

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 world-renowned physician 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.

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 a well known  educator who,
over the past  decade,  has  produced  medical  CD-ROMs  and hosted a popular TV
program explaining medical conditions. He has also lectured extensively 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