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 August  31,  2000  Issuer had
outstanding 20528590 shares of Common Stock.




                                      INDEX

PART I: FINANCIAL INFORMATION


Item 1. Consolidated Financial Statements

Consolidated  Balance  Sheets  (Unaudited)  at  August  31,  2000.  Consolidated
statements  of Operations  (Unaudited)  for the three months and the nine months
ended  August 31, 2000 and August 31, 1999,  and from  inception  (December  24,
1997) to August 31,  2000.  Statements  of cash flows  (Unaudited)  for the nine
months ended August 31, 2000 and August 31, 1999, and from  inception  (December
24, 1997) to August 31, 2000. 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
                                 August 31, 2000
                                   (UNAUDITED)




                                     Assets
                                                                       2000
                                                                   ------------

Current Assets
    Cash and cash equivalents                                      $  1,001,045
    Receivables net                                                      33,600
    Other current assets                                                 76,400
       Total current assets                                           1,111,045
Property and equipment, net                                              91,462
Excess of Cost over book value of subsidiary                          1,548,987
Other assets                                                             51,185

      Total assets                                                    2,802,679

                      Liabilities and Shareholder's Equity

Current Liabilities
    Accounts payable                                                      4,500
    Other current liabilities                                            21,220
      Total curent liabilities                                           25,720
 Minority Interest                                                    1,779,743
 Shareholder's Equity
    Common Stock, $,0001 par value; authorized                            2,052
         70,000,000 shares; issued and outstanding
         20,528,590 in 2000 and 11,211,220 in 1999
    Paid in Capital                                                  12,496,074
    Cost of Treasury Shares                                          (7,499,900)
    Deficit accumulated during the development stage                 (4,001,010)

      Total Shareholder's Equity                                        997,216

       Total liabilities and shareholder's equity                  $  2,802,679
                                                                   ============




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 OPERATIONS
 FOR THE THREE MONTHS AND NINE MONTHS ENDED AUGUST 31, 2000 AND AUGUST 31, 1999
                        AND THE PERIOD FROM THE INCEPTION
                     (DECEMBER 24, 1997) TO AUGUST 31, 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                      Inception
                                     3 months ended                        9 months ended       (Dec. 24, 1997)
                                 AUG. 31, 2000   AUG. 31, 1999   AUG. 31, 2000   AUG. 31, 1999    AUG. 31, 2000
                                 -------------   -------------   -------------   -------------    ------------
<S>                               <C>             <C>             <C>             <C>             <C>
Revenue:
                                  $     62,573    $      7,500    $     77,573    $     20,000    $    105,073

Operating expenses:
Patent Rights                           91,933         258,527          91,933         258,527
                                                                                                     1,097,760
Marketing                                 --              --              --         1,514,215       1,514,215
Other Development Costs                   --              --              --              --           218,515
Rent                                    28,887          15,313          67,087          45,938         204,737
Travel                                  50,091            --            90,321            --           212,321
Consulting                              87,554            --            87,554            --            87,554
Selling, general and
administrative expenses                163,520          14,521         231,279          43,242         643,282
                                  ------------    ------------    ------------    ------------    ------------
   Total operating expenses            421,985         288,361         568,174       1,861,922       3,978,384

  Loss before other
  income (expense)                    (359,412)       (280,861)       (490,601)     (1,841,922)     (3,873,311)

Other income (expense):
Interest expense                          --           (15,429)        (27,770)        (44,263)       (149,639)
                                  ------------    ------------    ------------    ------------    ------------
   Total other income (expense)           --           (15,429)        (27,770)        (44,263)       (149,639)

Net (Loss) before minority
Interest                              (359,412)       (296,290)       (518,371)     (1,886,185)     (4,022,950)

Minority interest in net (loss)
Of subsidiary                          (21,939)           --           (21,939)           --           (21,939)
                                  ------------    ------------    ============    ============    ============
Net loss                              (337,473)       (296,290)       (496,432)     (1,886,185)     (4,001,010)

Basic weighted average common
shares outstanding                  20,455,778      10,508,244      14,838,538      10,363,493      12,179,153
                                  ------------    ------------    ============    ============    ============

Basic Loss per common share       $    (0.0165)   $    (0.0282)   $    (0.0335)   $    (0.1820)   $    (0.3285)
                                  ------------    ------------    ============    ============    ============
</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 9 MONTHS ENDED AUGUST 31, 2000 AND AUGUST 31, 1999
                        AND THE PERIOD FROM THE INCEPTION
                     (DECEMBER 24, 1997) TO AUGUST 31, 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                              Inception
                                                                                9 Months Ended             (Dec. 24, 1997)
                                                                      AUG 31, 2000       AUG 31, 1999       AUG 31, 2000
                                                                      ------------       ------------       ------------
<S>                                                                  <C>                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                    $    (496,432)     $  (1,886,185)        (4,001,010)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
               Depreciation and amortization                                13,011             11,083             42,775
               Issuance of stock for marketing services                       --            1,514,215          1,514,215
             Issuance of note for other development costs                     --                 --              192,831
               Operating expenses 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:,
              Receivables and other assets                                (161,185)              --             (161,185)
              Accounts payable and notes payable                          (150,930)            85,313            (25,720)
                                                                     -------------      -------------      -------------
Net cash provided by/(used in) operating activities                       (674,164)          (275,574)        (2,265,282)


CASH FLOWS FROM INVESTING ACTIVITIES:
            Purchase of property and equipment                             (43,236)              --             (119,236)
Change in cost over book value of subsidiary                                95,442               --               95,442
Change in minority interest                                                (24,494)              --              (24,494)
                                                                     -------------      -------------      -------------
Net cash provided by/(used in) investing activities                        (27,712)              --              (48,288)




CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
    Notes payable, principally related parties (net of discount)              --              258,527          1,223,853
    Issuance of stock                                                      478,564               --              925,764
Contribution to paid in capital                                          1,165,000               --            1,165,000
                                                                     -------------      -------------      -------------

Net cash provided by/(used in) financing activities                      1,643,564            288,527          3,314,617
                                                                     -------------      -------------      -------------


Net increase (decrease) in cash and cash equivalents                       997,112            (17,047)         1,001,045
Cash and cash equivalents, beginning of period                               3,933             21,000               --
                                                                     -------------      -------------      -------------

Cash and cash equivalents, end of period                                 1,001,045              3,953          1,001,045
                                                                     =============      =============      =============
</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>

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.

     The  company  also  recognizes  revenue  from  its  subsidiary,   providing
technology  related  services,  such as data storage and consulting.  Revenue is
recognized when the service is performed.

     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>

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
$337,473  and  $496,432  for the three and nine months  ended August 31, 2000 as
well as reporting net losses of $4,001,010 from inception (December 24, 1997) to
August 31, 2000.  As reported on the  statement  of cash flows,  the Company had
negative cash flows from operating  activities of $674,164 for nine months ended
August 31, 2000 and has reported deficient cash flows from operating  activities
of $2,265,282 from inception (December 24, 1997). To date, these losses and cash
flow  deficiencies  have been  financed  principally  through the sale of common
stock ($925,764),  paid in capital  ($1,165,000) and notes payable,  principally
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 Malarex. 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  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.

On March 20,  1999 the  company  issued  1,075,000  common  shares  to  Richgold
Corporation  SA at the fair  market  value of $1.36275  per share for  marketing
services  performed.  Due to the fact that the results of these services did not
live up to the  company`s  expectations,  it was agreed  upon by the company and
Richgold  that Richgold  would  reimburse  $1,165,000  to Millenia.  This entire
amount has been applied to paid in capital.


<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.

Currently,  Millenia is running a new series of tests, under the auspices of Dr.
Mary Stevenson of McGill  University.  Dr. Stevenson,  an expert on the study of
malaria  and a member  of the  board of the  Malaria  Foundation  International,
expects  that,  with the  successful  completion  of all the trial  phases,  the
Canadian  government  will  issue  MALAREX a DIN (Drug  Identification  Number).
Receiving a Canadian  DIN is a sign that we have a product that has gone through
a rigorous testing process akin to receiving an ISO 9000 designation.

<PAGE>



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.

On September 26, 2000  Millenia's PCT  (International)  Patent  Application  was
accepted and Millenia has now  commenced the process of  registering  its patent
protection in the following 52 countries:  the United  States,  Canada,  Europe,
Japan,  the states served by the European  Patent Office,  the African  Regional
Industrial Property  Organization (ARIPO) and the African Intellectual  Property
Organization (OAPI) as well as Brazil, India, Mexico, South Africa,  Vietnam and
Madagascar.  As well,  Millenia has made trademark  applications  for MALAREX in
these 52 countries.

In the  future,  as  other  products  are  developed  and  come  on  line or are
purchased,  Millenia will take all necessary  steps to see that its product have
the full measure of legal protection. Furthermore; should there be any questions
of  infringement  on its  proprietary  rights,  Millenia  will be  aggressive in
asserting its legal position.

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.

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 August 31st,  2000 the company and its  subsidiary
incurred  operating  expenses of $568,174 and interest expenses in the amount of
$27,770 while  recording net cash revenues of $77,573.  From September 1st, 2000
to November 30th,  2000, the fiscal year end, the company  anticipates  that its
net  cash  flow  needs,  including  that of its  subsidiary,  will  be  $185,000
primarily to cover day to day operating 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.


<PAGE>


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 March 20,  1999 the  company  issued  1,075,000  common  shares  to  Richgold
Corporation  SA at the fair  market  value of $1.36275  per share for  marketing
services  performed.  Due to the fact that the results of these services did not
live up to the  company`s  expectations,  it was agreed  upon by the company and
Richgold  that Richgold  would  reimburse  $1,165,000  to Millenia.  This entire
amount has been applied to paid in capital.


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.

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

<PAGE>

As of August 31, 2000 Millenia had entered into the final stages of  negotiation
to acquire  an  interest  in Cibecol  Industrial  Farmaceutica.  Millenia  has a
$500,000 US deposit  pending the final  outcome of these  negotiations.  Cibecol
operates a 20,000 square foot manufacturing facility and also owns 80 hectars of
arable land, located, in Porto Allegre,  Brazil. Millenia will use the Brazilian
facility for the production of Malarex.

Cibecol  operates  one of the  largest  phyto-pharmaceutical  plants in southern
Brazil. In addition to producing voacamine, the active agent in Malarex, Cibecol
would  continue  to  produce  its own  group of 61  natural  medicines  that are
currently being Marketed in Brazil.

This acquisition  would be a key step forward toward Millenia's goal of becoming
A vertically integrated producer and distributor of Malarex.

Furthermore,   Millenia  is  in  the  process  of  finalizing  a  scientifically
beneficial and potentially lucrative project,  under the leadership of Dr. David
Mulder, Millenia's Vice-Chairman, and Dr. Rene Morel, a member of our scientific
committee, which we call 02-IV-oxygenation of intravenous solutions.

In 02-IV we will be  introducing  a new  concept  in that  intravenous  solution
recipients  will now be able to derive a  positive  boost from the extra dose of
oxygen delivered directly to their blood stream.

As per the January 1999  article in the  Canadian  Journal of Health & Nutrition
titled,  "Oxygen Boosts Performance",  the benefits of additional oxygen for the
body are numerous. Cardiovascular endurance, especially if the patient has heart
or pulmonary  problems,  heads this list.  Added  supplies of oxygen  raises the
human  body's  energy  levels,   gives  greater  muscular  endurance,   improves
concentration,  calms the  nervous  system  and helps in the  removal of toxins.
These benefits are of extreme importance to ambulatory  patients,  as their body
is not getting the exercise that is so necessary to proper oxygen consumption.

The  North  American  intravenous  solution  market,  per  estimates  of Frost &
Sullivan, is approximately $1.3 billion and the rest of the international market
is about an additional $1.5 billion.

Millenia hopes to conclude the deal to license the  technology,  that allows for
the  oxygenation  of  intravenous  solutions  currently  held  by  Liquid  Asset
Corporation  of  Delaware,  by its year end.  Millenia has a $500,000 US deposit
pending the finalization of the aforementioned.

<PAGE>

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   cancellation of
                 exercisable                of notes payable
                 at $1.00 per               and long term
                 share until                debt            Regulation  S
                 11/30/2002                 $ 1,393,247




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

10/7/2000        common shares  353,351     31.802          Regulation S


ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     27. Financial Data Schedule (8/31/00)

(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: October 23, 2000                     By:  /s/ Leonard Stella
                                                 President and Treasurer