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 March 31, 2005 Issuer had
88,030,684 outstanding shares of Common Stock.

                                      INDEX

PART I: FINANCIAL INFORMATION

      Item 1. Financial Statements

            Balance Sheet (Unaudited) at February 28, 2005.

            Statement of operations (Unaudited) for the three months ended
            February 28, 2005 and February 29, 2004 and from inception (December
            24, 1997) to February 28, 2005.

            Statements of cash flows (Unaudited) for the three months ended
            February 28, 2005 and February 29, 2004 and from inception (December
            24, 1997) to February 28, 2005.

            Notes to the Financial Statements (Unaudited)

      Item 2. Plan of Operations

      Item 3. Controls and procedures

PART II. Other Information

      Item 2. Sale of Unregistered Securities

      Item 6. Exhibits and Reports on Form

      SIGNATURES

<PAGE>

                               Millenia Hope Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                               February 28, 2005
                                   (Unaudited)

                                     Assets

Current Assets
  Cash                                                             $      5,320
                                                                   ------------

Property and equipment, net                                               3,169
                                                                   ------------

                                                                   $      8,489
                                                                   ============

                      Liabilities & Stockholders' (Deficit)

Current Liabilities
  Accounts payable and accrued liabilities                         $    747,856
  Deposits on hand                                                       20,500
                                                                   ------------
              Total Current Liabilities                                 768,356
                                                                   ------------

Stockholders' (Deficit)
  Common Stock, $.0001 par value; 180,000,000 shares authorized,
    88,598,517 issued and outstanding                                     8,860
  Paid in Capital                                                    14,149,863
  Treasury Shares, at cost                                                  100
  Deferred Stock Compensation                                        (1,717,169)
  (Deficit) Accumulated During the Development Stage                (13,201,522)
                                                                   ------------
                                                                       (759,867)
                                                                   ------------

                                                                   $      8,489
                                                                   ============


See the accompanying notes to the financial statements.
<PAGE>
                               Millenia Hope Inc.
                          (A Development Stage Company)
                            Statements of Operations
              Three months February 28, 2005 and February 29, 2004
       the Period From Inception (December 24, 1997) to February 28, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               Three Months Ended         Inception to
                                                           February 28    February 29      February 28
                                                               2005            2004           2005
                                                          ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>
Revenues                                                  $         --    $         --    $  1,073,718

Cost of Sales                                                       --              --         579,211
                                                          ------------    ------------    ------------

Gross Profit                                                        --              --         494,507
                                                          ------------    ------------    ------------

Operating Expenses
  Stock compensation expense                                   781,254          85,000       4,504,634
  Purchased R&D                                                975,000              --         975,000
  Patent rights                                                     --              --       1,005,827
  Selling, general and administrative                          193,551          25,805       4,433,815
                                                          ------------    ------------    ------------
                                                             1,949,805         110,805      10,919,276
                                                          ------------    ------------    ------------

Operating (Loss)                                            (1,949,805)       (110,805)    (10,424,769)
                                                          ------------    ------------    ------------

Other income (expense)
  Gain on disposition of subsidiary                                 --              --         737,262
  Interest income                                                9,795          10,573          93,893
  Interest expense                                                  --             (56)       (179,212)
  Other income                                                   3,705              --           3,705
  Write-off of leasehold improvements                               --              --          (2,663)
  Write-off of notes receivable, related parties                    --              --        (629,739)
  Write-off of other assets                                         --              --      (2,799,999)
                                                          ------------    ------------    ------------
                                                                13,500          10,517      (2,776,753)
                                                          ------------    ------------    ------------

(Loss) Before Income tax (benefit)                          (1,936,305)       (100,288)    (13,201,522)
                                                          ------------    ------------    ------------

Income taxes (benefit)                                              --              --              --

                                                          ------------    ------------    ------------
Net (Loss)                                                $ (1,936,305)   $   (100,288)   $(13,201,522)
                                                          ============    ============    ============

Per share information - basic and diluted:
Weighted average number of common
  shares outstanding                                        75,380,286      28,934,976
                                                          ============    ============

(Loss) Per common share                                   $      (0.02)   $      (0.00)
                                                          ============    ============
</TABLE>

See the accompanying notes to the financial statements
<PAGE>
                               Millenia Hope Inc.
                          (A Development Stage Company)
                             Statement of Cash Flows
              Three months February 28, 2005 and February 29, 2004
       the Period From Inception (December 24, 1997) to February 28, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                            Three Months Ended      Inception to
                                                                                        February 28   February 29    February 28
                                                                                            2005          2004           2005
                                                                                        -----------   -----------   ------------
<S>                                                                                     <C>            <C>          <C>
  Operating Activities

Net (Loss)                                                                              $(1,936,305)   $(100,288)   $(13,201,522)
   Depreciation                                                                                 167          208         111,436
   (Gain) loss on disposition of  susidiary                                                      --           --        (571,318)
   Sale of investment in subsidiary for services                                                 --           --          10,800
   Issue of capital stock for services                                                    1,631,254       85,000       5,284,759
   Issue of subsidiary capital stock for services                                                --           --          69,875
   Issue of note for other development costs (subsequently  converted to warrants)               --           --         817,226
   Settlement of subscription receivable in exchange for marketing services                      --           --         256,250
  Accrued interest income                                                                        --      (10,573)        (84,098)
  Accrued interest expense                                                                       --           31          29,574
  Interest expense settled with issuance of note (subsequently converted to warrants)            --           --          27,770
   Write-off of leasehold improvements                                                           --           --           2,663
   Write-off of notes receivable, related parties                                                --           --         629,739
   Write-off of other assets                                                                     --           --       2,799,999
   (Decrease) Increase in accounts payable and accrued liabilities                           94,870      (43,511)        844,983
                                                                                        -----------    ---------    ------------

Cash (used in) operating activities                                                        (210,014)     (69,133)     (2,971,864)
                                                                                        -----------    ---------    ------------

Financing Activities
     Bank Overdraft                                                                            (172)          --              --
     Related party payable, net                                                                   6       (1,106)      1,367,501
     Issuance of capital stock for cash                                                     215,500           --       1,264,066
     Contribution to paid in capital                                                             --           --       1,318,347
                                                                                        -----------    ---------    ------------

Cash provided by (used in) financing activities                                             215,334       (1,106)      3,949,914
                                                                                        -----------    ---------    ------------

Investing activities
     Additions to fixed assets                                                                   --           --        (128,715)
     Deposits on future acquisition                                                              --           --      (1,000,000)
     Issue of stock for subsidiary cash balance                                                  --           --          40,628
     Repayment of subsidiary related party note receivable                                       --           --          34,233
     Collection of subsidiary share subscription receivable                                      --           --          83,331
     Note receivable                                                                             --       98,930          (2,207)
                                                                                        -----------    ---------    ------------

Cash flows provided by (used in) investing activities                                            --       98,930        (972,730)
                                                                                        -----------    ---------    ------------

Increase in cash                                                                              5,320       28,691           5,320

Cash and cash equivalents
      Beginning of period                                                                        --          272              --
                                                                                        -----------    ---------    ------------

      End of period                                                                     $     5,320    $  28,963    $      5,320
                                                                                        ===========    =========    ============

Non-Cash Investing and Financing Activities
  Settlement of accrued liabilities with common stock                                   $        --    $      --    $     76,850
                                                                                        ===========    =========    ============
  Common stock issued for deferred compensation                                         $   618,246    $      --    $  1,717,169
                                                                                        ===========    =========    ============

Supplemental Cash Flow Information
  Cash Paid for Income Taxes                                                            $        --    $      --    $         --
                                                                                        ===========    =========    ============
  Cash Paid for Interest                                                                $        --    $      --    $    179,212
                                                                                        ===========    =========    ============
</TABLE>

See the accompanying notes to the financial statements.

<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                FEBRUARY 28, 2005
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited 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 Rule 10-01 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 of Millenia Hope Inc. as of November
30, 2004 and the periods then ended on Form 10KSB 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Earnings (Loss) Per Share

The Company follows Statement of Financial Accounting Standards ("SFAS") 128,
"Earnings Per Share." Basic earnings (loss) per common share ("EPS")
calculations are determined by dividing net income (loss) by the weighted
average number of shares of common stock outstanding during the year. Diluted
earnings per common share calculations are determined by dividing net income
(loss) by the weighted average number of common shares and dilutive common share
equivalents outstanding. During the periods presented common stock equivalents
were not considered, as their effect would be anti-dilutive.

Note 3. 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 $ 1,936,305
<PAGE>

for the three months ended February 28, 2005 as well as reporting net losses of
$13,201,522 from inception (December 24, 1997). As reported on the statement of
cash flows, the Company had negative cash flows from operating activities of
$210,014 for the three months ended February 28, 2005 and has reported deficit
cash flows from operating activities of $ 2,971,864 from inception (December 24,
1997). To date, these losses and cash flow deficiencies have been financed
principally through the sale of common stock $ 1,264,066 and short-term debt
$1,367,501 which is principally 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 distribute the product MMH MALAREX(TM)/MMH 18.
Management anticipates generating revenue through the sales of MMH
MALAREX(TM)/MMH 18 during this fiscal year. The directors and officers of the
company have committed to fund the operations of the organization during the
next fiscal year until the company can generate sufficient cash flow from
operations to meet current operating expenses and overhead.

Note 4 STOCKHOLDERS' (DEFICIT)

During the period ended February 28, 2005, the Company issued 3,350,000 shares
of common stock, pursuant to Regulation S, in settlement of marketing services,
valued at $366,500. During the period ended February 28, 2005, the Company
issued 4,893,108 shares of common stock, pursuant to Regulation S, for $215,500
cash received.

Note 5 PATENT RIGHTS

On January 26, 2005 Millenia Hope and Dr. Knox Van Dyke, an internationally
acclaimed malaria expert, signed an agreement whereby Millenia would acquire all
of Dr. Van Dyke's right to US Patent # 5025020, 6528519 and 6124315 and any
derivatives or subpatent thereof. The aforementioned includes the use of
tetrandrine in fighting malaria and colo-rectal cancer and the method to empower
primary drugs to fight multi-drug resistant strains.

The agreement calls for Millenia to pay Dr. Knox Van Dyke $125,000 in cash, 5
million restricted shares of Millenia common stock and 5 million options, valid
for 10 years, to purchase Millenia common shares, at $1.00 per share.
Furthermore, Millenia will pay Dr. Knox Van Dyke $3,000 per month in maintenance
fees and provide $100,000 in annual research funding, commencing with March
2005.

Dr. Van Dyke will also receive royalties of 8% of sales relating to the products
utilizing the above-mentioned patents. As of February 28,2005, $50,000 in cash
had been paid. The remaining $75,000 was recorded in accounts payable at that
date. Subsequent to February 28,2005, the $75,000 was paid. Dr. Van Dyke also
received 5,000,000 shares

<PAGE>

of common stock were valued at fair market value of $0.09 on the date the
agreement was entered into resulting in $450,000 of purchased R & D, as
reflected in the statement of operations.

Dr. Van Dyke also received options to purchase 5,000,000 shares of the Company's
common stock for 10 years at $1.00 per share. Using the Black Sholes option
pricing method with a risk free rate of return of 3% and volatility of 1.41, no
dividend yield, 10 year life, $1 exercise price resulted in $400,000 of
additional purchased R & D, as reflected in the statement of operations.

Note 6 SUBSEQUENT EVENT

Pursuant to a Board of Directors' resolution, the $600,000 due for fiscal 2004
administration fees, to 5 of Millenia's officers, will be paid via stock
compensation of 750,000 common shares each or an aggregate of 3,750,000 common
shares. This is based on an average 2004 share price of $0.16125. These shares
will be emitted in the 2nd fiscal quarter of 2005.

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINACIAL CONDITION AND RESULTS OF
OPERATIONS.

Special Note Regarding Forward-Looking Statements

Some of the statements under "Plan of Operations," "Business" and elsewhere in
this registration statement 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.

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.

The  business  objectives  of Millenia  are  twofold.  First and  foremost is to
establish MMH MALAREX(TM)/MMH 18(TM) as an accepted control agent for the
treatment and prevention of malaria throughout the world. We believe that MMH
MALAREX(TM)/ MMH 18(TM) is a highly effective anti-malarial drug, and will be
made
<PAGE>

available at prices that are competitive for a new anti-malarial agent with no
parasitic resistance. The availability and pricing of MMH MALAREX(TM)/ MMH
18(TM), we believe, will ensure its acceptability and use in the fight against
malaria. To this end the company is involved with ongoing clinical trials of MMH
MALAREX(TM)/ MMH 18(TM) with the World Health Organization (WHO) present, in
order to ensure our acceptability as a front line anti-malarial treatment..

As of February 28, 2005, Millenia Hope had received 14 sales authorizations from
West African nations, Congo (Brazzaville) and Guinea (Conakry), Togo, Burundi,
Central African Republic, Benin, Gabon. Chad, Niger, Mali, Senegal, Democratic
Republic of Congo, Guinea (Equatorial) and Cameroon, 1 from the East African
nation of Ghana and one from the Caribbean nation of the Dominican Republic. We
are awaiting, sales authorizations from several other African nations. Based on
management's best estimates, Millenia hopes to sell in excess of 300,000
treatments of MMH

MALAREX(TM)/ MMH 18(TM), in at least 2 major markets (or $3 million US), by the
end of fiscal 2005.

Millenia has adopted an extremely conservative sales forecast. In the face of
anti-malarial drug resistance, as acknowledged by the WHO and its initiative
Roll Back Malaria and all major orgqanizations involved in combating malaria,
the need for more effective treatments will continue to intensify. Once a
network of local distributors capable of supplying MMH MALAREX(TM)/ MMH 18(TM)
is in place, the demand for MMH MALAREX(TM)/ MMH 18(TM) should increase
commensurately.

It is estimated the demand for MMH MALAREX(TM)/ MMH 18(TM) will increase as it
becomes one of the accepted choices in the fight against malaria. Millenia has
chosen to remain conservative and has established a goal of capturing 1 1/2% -
2% ($150 - $200 million) of the marketplace in five years, from the commencement
of its initial sales. According to the company's internal estimates, based upon
it's knowledge of the industry, attaining this sales level will ensure the
viability and profitability of the Company for its shareholders. No assurance
can be given that the Company will meet its sales goals.

Secondly, Millenia is committed to ongoing research and development, to expand
the efficacy of MMH MALAREX(TM)/ MMH 18(TM) and its derivatives and other
acquired or to be acquired products, in fighting infectious diseases. To this
end we are strengthening our scientific platform with new clinical studies and
other testing regimens for MMH MALAREX(TM)/MMH18(TM) and the addition of biotech
scientists to the ranks of Millenia's management. We have also acquired another
anti-malarial agent, TRANEX 18, to add to our medication arsenal.

As the company has not yet made any significant sales of its product, it is
difficult for management to evaluate the growth curve of product sales. However,
given the market size and the recognized need, by the world's premier
anti-malaria organizations (WHO, etc.) for new, viable and effective drugs, the
Company believes that it will not have a
<PAGE>

problem generating sales, thereby creating positive cash flow, once the
negotiations for its initial sales have been finalized.

TRANEX18

In January 2005, Millenia Hope acquired the global patent rights to develop,
manufacture and distribute, for all indications, TRANEX18, whose active
ingredient is Tetrandrine, from inventor Dr. Knox Van Dyke, an internationally
renowned researcher from the University of West Virginia, and a noted malaria
authority.

TRANEX18 aids the treatment of drug resistant strains of malaria when
administered together with standard therapies. Dr. Van Dyke has presented
clinical data and trial proposals to the Medicines for Malaria Venture (MMV), a
non-profit organization, charged with the mission to identify and fund new
antimalarial medications.

Furthermore, TRANEX18 will be tested at the Walter Reed Medical Center in
Washington, DC, for its anti-malarial properties.

TRANEX18 has also demonstrated efficacy in colorectal cancer patients in the
clinical setting. Phase III FDA trials, in this indication, are ongoing in the
United States.

On April 12, 2005, Dr. Margaret (Maggie) Bywater joined the company as
President. DR. Bywater started her scientific career in the field of genetics of
disease in the 1970s. She received her Ph.D.from the Medical Faculty at the
University of Uppsala Sweden (1975), where she did a masters in Molecular
Pathology. She was associated with the university for more than a decade.

Her business career started in biotech/healthcare at Pharmacia in Sweden, where
she helped develop and market a diagnostic system to identify genetic markers in
breast cancer predicting response to therapy. During the past two decades she
held positions, including clinical operations and technology transfer, in both
start-ups and large corporations in Europe and US. She was corporate Staff Vice
President-Pharmaceutical Business Development at The Perkin Elmer Corporation in
the US, a $1.3 billion biotech, where she was involved in corporate strategy for
mergers and acquisitions. As General Manager of the newly acquired PE GenScope,
in California, she became familiar with executive sales of high ticket
transactions with pharma. In Canada she was president of two early stage drug
discovery companies.

Maggie comes to Millenia Hope from H3 Pharma, Montreal, as Vice President of
Business Development & Licensing. She headed new medications acquisitions,
managed due diligence, and negotiated and structured deals, in-licensing for
clinical development and out-licensing for distribution, marketing and sales.
Maggie has an extensive clinical network, in academia and healthcare.

The Board of Millenia Hope has added another member Mr. Jacky Quan, its VP and
Treasurer. Mr. Quan's fiscal diligence will further enhance our company in his
additional capacity, as a member of the Board of Directors.
<PAGE>

Millenia also appointed Carole Robert as its VP Sales Development and
Governmental Affairs and Mr. Joseph Daniele as its Chief Legal Advisor. Both of
these individuals have extensive experience in their fields, a broad market
outlook of the market and the superior work ethic essential in a young, dynamic
corporation, about to burst onto the world marketplace.

Millenia has incorporated a wholly owned Canadian subsidiary, Millenia Hope
Pharmaceuticals Ltd. Millenia Pharmaceuticals will handle all marketing,
distributing and sales of MMH MALAREX(TM)/ MMH 18(TM). As well, Millenia
Pharmaceuticals is investigating the ramifications and potentialities of
building a research and production laboratory, to be located in the greater
Montreal region, within the next 24 months. As of the current, Millenia Hope
Pharmaceuticals has had no activity.

Furthermore, on May 13, 2004, Millenia had incorporated Millenia Hope
Pharmaceutical (UK) Limited, a British company, to be its European presence. As
of the current, Millenia UK activity has had no activity.

As well, Millenia had incorporated, on September 17, 2004 Millenia Hope
Pharmaceutical ((HK) Limited, a Hong Kong company, to be its Asian marketing and
distributing arm. As of the current, Millenia HK has had no activity.

In April 2005, Dr. Rosenfeld conducted a scientific due diligence investigation
of Millenia Hope, on behalf of a group of private individuals.

Millenia utilizes the services of Ropack, an FDA approved, HACCP and camp
Compliant and ISO 9002 certified corporation, to perform quality control and all
encapsulating of MMH MALAREX(TM)/ MMH 18(TM), conforming to U.S. and Canadian
manufacturing standards and assure the highest possible level of quality via
product analysis and homogeneity testing for MMH MALAREX(TM)/ MMH 18(TM). This
manufacturing facility, fully adhering to the highest quality standards of good
manufacturing procedures, gives credence and assurance of the purity and safety
of our final product. Ropack is accredited by both the U.S. and Canadian armies.

Three months ended February 28, 2005 compared to February 29, 2004.

In 2005 we had $1,949,805 of operating expenses vs. $110,805 in 2004, broken
down as follows:

In 2005, we paid our principal officers $36,600 in salaries and had no salaries
in 2004.

We had marketing expenses of $86,000 in year 2004 and $608,811 in 2005. Our
increased expenses are due to a greater effort on promoting MMH MALAREX(TM)/ MMH
18(TM), preparatory to receiving our first large commercial sales order. We made
significant progress in our effort to fill our initial sales order in several
West African and
<PAGE>

1 East African nation. This entails enlisting entities that have entree into
governmental departments and already established distribution networks.

We incurred other development costs of $1,000 during the 2004 period as compared
to $70,770 for 2005. 2005 represents costs for several completed and ongoing MMH
MALAREX(TM)/ MMH 18(TM) trials, in the Republic of Central Africa (RCA), and
preliminary costs for planned tests to start in the Dominican Republic, Ghana,
RCA and Benin.

General and administrative and amortization expenses were $193,551 for 2005.
This represented an increase of $167,746 from $25,805 for 2004. This increase
was attributable to an increase in day to day operating expenses, in our effort
to bring our initial sales of MMH MALAREX(TM)/ MMH 18(TM) to market and to
expose our company in the public marketplace. Our product costs related to the
latter effort rose by $67,000 as well as the aforementioned administrative
salaries rise.

Our consulting expenses to February 2005 were $115,026 as opposed to no costs
for February 2004. Again, as we come closer to attaining our sales goals and
positioning the corporation for continued future growth, we incur the need for
expertise and guidance to place us soon a solid and secure footing.

In 2005 we purchased three patent rights for $125,000 in cash and five million
shares of common stock valued at $450,000 and five million options valued at
$400,000 and did not incur any costs in 2004

As a result of the foregoing we incurred an operating loss of $1,936,305 for the
initial 3 months of 2005, compared to a loss of $110,288 for the last quarter
2004. Liquidity and cash flow needs of the company

From December 1, 2004 to February 28, 2005 the company incurred cash operating
expenses in the amount of $ 318,000 while recording no revenues. From March 1,
2005 to November 30, 2005, the fiscal year end, the company anticipates that its
net cash flow needs, will be $ 1,900,000 primarily to cover day today operating
expenses. For our marketing and sales efforts and to further bolster and
strengthen our scientific platform. These funds will be covered by revenue
received and any shortfalls will be met by the officers and certain shareholders
as previously outlined.
<PAGE>

Item 3. CONTROLS AND PROCEDURES

QUARTERLY EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL CONTROLS.

As of the close of the period covered by this Quarterly Report on Form 10-QSB,
the Company evaluated the effectiveness of the design and operation of its
"disclosure controls and procedures" (Disclosure Controls) and its "internal
controls and procedures for financial reporting" (Internal Controls). This
evaluation (the Controls Evaluation) was done under the supervision and with the
participation of management, including our Chief Executive Officer (CEO). Rules
adopted by the SEC require that in this section of the Quarterly Report we
present the conclusion of the CEO about the effectiveness of our Disclosure
Controls and Internal Controls based on and as of the date of the Controls
Evaluation. Based upon that evaluation, the Chief Executive Officer and its
principal Financial and Accounting Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company requires to be included in this
Quarterly Report on form 10-QSB. There have been no changes in the Company's
internal controls or in other factors which could significantly affect internal
controls subsequent to the date the Company carried out its evaluation.

CEO and COO CERTIFICATIONS

Appearing immediately following the Signatures section of this Quarterly Report
there are two separate Forms of "Certification" of the CEO and COO. The first
form of Certification is required in accord with section 302 of the
Sarbanes-Oxley Act of 2002 (the Section 302 Certification). This section of the
Quarterly report which you are currently reading is the information concerning
the Controls Evaluation referred to in the Section 302 Certificate and this
information should be read in conjunction with the Section 302 Certification for
a more complete understanding of the topics presented.

DISCLOSURE CONTROLS AND INTERNAL CONTROLS

Disclosure Controls are procedures that are designed with the objective of
ensuring that information required to be disclosed in our reports foiled under
the Securities Exchange Act of 1934 (Exchange Act), such as this Quarterly
Report is recorded, processed, summarized and reported within the time period
specified.

<PAGE>

Part II other information

Item 2: Sales of Unregistered securities

<TABLE>
<CAPTION>
Date of              Title of       Number           Consideration           Exemption from
Sale                 Security       Sold             Received          Registration claimed
<S>               <C>               <C>              <C>                        <C>

12/03/2004        common shares     873,333          $33,000                    Regulation S

01/03/2005        common shares     1,875,000        $76,000                    Regulation S

02/01/2005        common shares     2,144,775        $106,500                   Regulation S

</TABLE>

((b)  Reports on Form 8-K

      Change in Registrant's Certifying Accountant.

      Election of Directors, Appointment of Principal Officers


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 April 22, 2005                     By: /s/ Leonard Stella
                                         CEO