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 151, 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, 2004 Issuer had
61,318,972 outstanding shares of Common Stock.

                                      INDEX

PART I: FINANCIAL INFORMATION

      Item 1. Financial Statements

            Balance Sheet (Unaudited) at August 31, 2004.

            Statement of operations (Unaudited) for the three months and nine
            months ended August 31, 2004 and August 31, 2003 and from inception
            (December 24, 1997) to August 31, 2004.

            Statements of cash flows (Unaudited) for the nine months ended
            August 31, 2004 and August 31, 2003 and from inception (December 24,
            1997) to August 31, 2004.

            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

Exhibit 31.1 Form of Officer's Certificate Pursuant to Section 302

Exhibit 31.2 Form of Officer's Certificate Pursuant to Section 302

Exhibit 32 Certification of Principal Executive Officer and Principal Financial
Officer


<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                  BALANCE SHEET
                               AT AUGUST 31, 2004
                                   (UNAUDITED)

                                     Assets

Current Assets
     Cash and cash equivalents                                      $       125
                                                                    -----------
     Total current assets                                                   125
Notes Receivable - Related Party                                        587,595
Property and equipment, net                                               3,544
Other Asset                                                                   1
                                                                    -----------
Total assets                                                        $   591,265
                                                                    ===========

                      Liabilities and Shareholder's Equity

Current Liabilities
     Accounts payable and accrued liabilities                       $    59,742
     Notes payable (principally related parties)                            157
                                                                    -----------

       Total current liabilities                                         59,899
                                                                    -----------

 Shareholder's Equity
     Common Stock, $.0001 par value;
        Authorized 70,000,000 shares;
        issued and outstanding 61,318,972                                 6,132
     Warrants                                                         1,393,247
     Paid in Capital                                                  8,590,834
     Cost of Treasury Shares                                                100
     Deficit accumulated during the
      development stage                                              (9,458,947)
                                                                    -----------

       Total Shareholder's Equity                                       531,366
       Total liabilities and shareholder's equity                   $   591,265
                                                                    ===========

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


<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                             STATEMENT OF OPERATION
 FOR THE THREE MONTHS AND NINE MONTHS ENDED AUGUST 31, 2004 AND AUGUST 31, 2003
                     FROM INCEPTION THROUGH AUGUST 31, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                          Inception
                                                                                                          (Dec. 24, 1997)
                                            Three months ended                Nine months ended           through

                                      Aug.31, 2004     Aug.31, 2003     Aug.31, 2004     Aug.31, 2003     Aug.31, 2004

<S>                                   <C>              <C>              <C>              <C>              <C>
Revenue:                                        --               --               --     $     47,630        1,073,718
Cost of Revenues                                --               --               --           24,352          579,211
                                      ------------     ------------     ------------     ------------     ------------
                                                --               --               --           23,278          494,507
Operating expenses:
   Administrative Salaries                  21,483               --           35,216               --          395,216
   Marketing                               275,825           40,000          819,330          182,750        3,125,430
   Patent Rights                                --               --               --               --        1,005,827
   Other Development Costs                   2,506               --           14,715               --          942,619
   Rent                                      7,500           14,650           22,500           43,950          426,205
   Travel                                       --               --            4,542               --          239,401
   Selling, general and
   administrative expenses                  34,242           44,104          102,086           82,835        1,578,043
                                      ------------     ------------     ------------     ------------     ------------

      Total operating expenses             341,556           98,754          998,389          309,535        7,712,741
                                      ------------     ------------     ------------     ------------     ------------

Loss before other
income (expense)                          (341,556)         (98,754)        (998,389)        (286,257)      (7,218,234)

Other income (expense)
Gain (Loss) on disposition
of subsidiary                                   --               --               --          691,285          737,262
Interest Income                             10,209           10,816           30,564           21,533           73,955
Interest Expense                                --               --              (56)              --         (179,268)
Writedown of leasehold
 improvements                                   --               --               --               --           (2,663)
Writedown of notes receivable,
 related parties                                --               --               --               --          (70,000)
Writedown of other assets                       --               --               --               --       (2,799,999)
                                      ------------     ------------     ------------     ------------     ------------

      Total other income (expense)          10,209           10,816           30,508          712,818       (2,240,713)
                                      ------------     ------------     ------------     ------------     ------------

Gain (Loss) before non-
controlling interest                      (331,347)          87,938         (967,881)         426,561       (9,458,947)

Non-controlling interest                        --               --               --           (2,582)              --

Net (Loss) Income                         (331,347)         (87,938)        (967,881)         429,143       (9,458,947)
                                      ============     ============     ============     ============     ============

Basic weighted average
common shares outstanding               60,119,875       41,556,747       55,405,055       41,000,796       23,156,592
                                      ============     ============     ============     ============     ============

Basic (Loss) Income
per common share                      $    (0.0055)    $    (0.0021)    $    (0.0175)    $     0.0105     $    (0.4085)
                                      ============     ============     ============     ============     ============
</TABLE>


<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                             STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED AUGUST 31, 2004 AND
                      AUGUST 31, 2003 AND FROM INCEPTION TO
                       (DEC. 24, 1997) TO AUGUST 31, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  Inception
                                                                                  (Dec. 24, 1997)
                                                        Nine Months Ended         To
                                                  Aug. 31, 2004   Aug. 31, 2003   Aug. 31, 2004
<S>                                                <C>             <C>             <C>
Funds Provided (Used)

  Operating Activities

     Net (Loss) Income                             $  (967,881)    $   429,143     $(9,458,947)
        Amortization                                       624           3,920         111,061
        Non-controlling interest                            --          (2,582)             --
        (Gain) loss on disposition of                       --        (682,562)       (571,318)
          subsidiary
        Sale of investment in subsidiary for                --              --          10,800
          services
        Issue of capital stock for notes &             875,425          39,000       3,175,792
          services
        Issue of note for other development                 --              --         817,226
          costs (subsequently converted to
          warrants)
        Settlement of subscription receivable               --              --         256,250
          in exchange for marketing services
        Accrued interest income                        (30,564)        (23,370)        (73,955)
        Accrued interest expense                            31           1,837          29,605
        Interest expense settled with issuance              --              --          27,770
          of note (subsequently converted to
          warrants)
        Write-down of leasehold improvements                --              --           2,663
        Write-down of notes receivable, related             --              --          70,000
          parties
        Write-down of other assets                          --              --       2,799,999
                                                   -----------     -----------     -----------
                                                      (122,635)       (234,614)     (2,803,054)
        (Increase) decrease in accounts                     --         118,000              --
          receivables and other assets
        Increase (decrease) in accounts payable        (50,422)         21,135         136,592
          and accrued liabilities
                                                   ===========     ===========     ===========
                                                   $  (172,787)    $   (95,479)    $(2,666,462)
                                                   -----------     -----------     -----------
</TABLE>


<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                             STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED AUGUST 31, 2004 AND
                      AUGUST 31, 2003 AND FROM INCEPTION TO
                       (DEC. 24, 1997) TO AUGUST 31, 2004

<TABLE>
<CAPTION>
                                                                       From inception
                                                                       (Dec. 24, 2997)
                                          Nine months ended            to
                                  August 31, 2004   August 31, 2003    August 31, 2004
<S>                                 <C>               <C>               <C>
Financing Activities

     Bank Indebtedness              $        --       $    (4,288)      $        --
     Notes Payable                         (970)           10,765         1,367,413
     Issue of capital stock              96,525            89,352         1,144,913
     Contribution to paid in                 --                --         1,165,000
          Capital
                                    -----------       -----------       -----------

                                    $    95,555       $    95,829       $ 3,677,326
                                    -----------       -----------       -----------

Investing activities

     Additions to fixed assets      $        --       $        --       $  (128,715)
     Deposits on future                      --                --        (1,000,000)
       acquisition
     Issue of stock for                      --                --            40,628
       subsidiary cash balance
     Repayment of subsidiary                 --                --            34,233
       related party note
       receivable
     Collection of subsidiary                --                --            83,331
       share subscription
       receivable
     Note receivable                     76,771                --           (40,216)
                                    -----------       -----------       -----------
                                    $    76,771                --       $(1,010,739)
                                    -----------       -----------       -----------
Increase (decrease) in cash                (461)              350               125

     Cash and cash equivalents              586                --                --
      Beginning of period
                                    -----------       -----------       -----------
      End of period                 $       125       $       350       $       125
                                    ===========       ===========       ===========
</TABLE>


<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                             STATEMENT OF CASH FLOWS
                                 AUGUST 31, 2004
                                   (UNAUDITED)

On May 29, 2000, the company issued 5,000,000 shares of common stock in exchange
for 35,700,000 shares of Sword Comp-Soft Corp, a Delaware corporation which
provides on-line interactive health services through the Internet. The
transaction was recorded using the "purchase method" as the registrant acquired
76,54% of Sword Comp-Soft Inc's outstanding shares at May 29, 2000.

The following assets were acquired through this transaction:

Notes Receivable - 3rd Party                              33,600
Notes Receivable - Related Party                          34,233
Property and Equipment, net                               23,221

The following liabilities were assumed through this transaction:

Accounts payable and accrued liabilities                   4,500

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

On October 12, 2001 the company issued 7,000,000 common shares to acquire other
assets valued at $2,294,541.

On October 12, 2001 the company divested itself of 1,000,000 common shares that
it owned of its subsidiary for other assets valued at $5,459.

On March 5, 2003 the company divested itself of 30,700,000 common shares of its
former subsidiary for a medical ASP and a $ 700,000 note receivable.


<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS
                                 AUGUST 31, 2004
                                   (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 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 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.

The company currently recognizes revenue in the form of direct sales to the
retail market and licensing fees, which are recorded over the life of the
licensing agreement using the straight-line method.

The company also recognized revenue from its former subsidiary, providing
technology related services, such as internet site hosting and software
consulting. Revenue was recognized when the service was 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 $ (331,347)
for the nine months ended August 31, 2004 as well as reporting net losses of
$(9,548,947) from inception (December 24, 1997). As reported on the statement of
cash flows, the Company had negative cash flows from operating activities of
$(172,787) for the nine months ended August 31, 2004 and has reported deficient
cash flows from operating activities of $ (2,666,462) from inception (December
24, 1997). To date, these losses and cash flow deficiencies have been financed
principally through the sale of common stock $ 1,144,913 and short-term debt
$1,367,413 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 to develop and distribute the product MMH MALAREX(TM).
Management anticipates generating revenue through the sales of MMH MALAREX(TM)
during this fiscal year. The major shareholder's of the organization have
committed to fund the operations of the organization during the next fiscal year
until the organization can generate sufficient cash flow from operations to meet
current operating expenses and overhead.

NOTE 5 - ACQUISITION OF SWORD COMP-SOFT

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

On March 5, 2003, the Company signed an agreement with its subsidiary company to
divest itself of all of its common shares held in the subsidiary company, this
being 30.7 million shares. The carrying value of net assets of the subsidiary
company as at November 30, 2002 was approximately, $220,000. In exchange for the
30.7 million Sword shares transferred back to Sword Comp-Soft Corp., the former
subsidiary company agreed to pay the Company $700,000 which is due no later than
March 5, 2005. In addition, Sword transferred all rights and ownership of the
application Service Provider in the E-Health Sector business to the Company. As
of August 31, 2004, Sword owed Millenia $587,595.


<PAGE>

NOTE 6 - STOCKHOLDER'S EQUITY

Between February 4, 2004 and February 28, 2004 the Company issued 2,300,000
shares of common stock, pursuant to Regulation S, in settlement of marketing
services and rental expenses. Between March 1, 2004 and May 27, 2004 the company
issued 5,977,122 shares of common stock, pursuant to Regulation S, in settlement
of marketing and professional services, office expenses incurred and for funds
received. Between June 1, 2004 and August 25, 2004 the company issued 2,456,333
shares of common stock, pursuant to regulation S, in settlement of marketing
services, general expenses and for funds received.

NOTE 7 - PATENT RIGHTS

On May 31, 2001, Millenia Hope purchased from Liquid Asset Corp. the exclusive
worldwide rights to oxygenate intravenous solutions until September 1, 2005 with
an option to purchase these same rights for a further 5 years period. The
purchase price for these rights to September 1, 2005, was $ 500,000 cash, 6
million Millenia Hope common shares and 2 million non-registered common shares
of its then subsidiary, Sword Comp-Soft Corp, that were owned by Millenia.

NOTE 8 - OTHER ASSETS On October 9, 2001, Millenia Hope acquired a 68% interest
in assets, comprised of land, plant and equipment located in Brazil to be used
in the production of MMH MALAREX(TM). The purchase price was $500,00 cash, 7
million Millenia Hope shares and 1 million non-registered common shares of its
then subsidiary, Sword Comp-Soft Corp, that were owned by Millenia. These assets
were to have been transferred to a newly formed corporation to be owned 68% by
the company, by October 7, 2002. As this has not yet occurred and due to the
fact that Millenia does not yet have registered ownership of these assets, the
company has written down the assets to $1.


<PAGE>

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) as an accepted control agent for the treatment and
prevention of malaria throughout the world. Not only do we believe that MMH
MALAREX(TM) 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 for a new
anti-malarial agent with no parasitic resistance. The availability and pricing
of MMH MALAREX(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).

One of these trials was run on a product we call BEBE MALAREX(TM) or BABY
MALAREX(TM), our anti-malarial specifically geared to young children. This study
was run under the auspices of Dr. Wilfred Sylvain Nambei, Chief of Parasitology
and Microbiology at the University of Bangui, in the Central African Republic.
Dr. Nambei was assisted by Dr. Sepou-Yanza, a World Health Organization expert,
Dr. E. Ngeumbi, Chief of the Public Health Service of the Republic of Central
Africa, Dr. A. Namsenmo and Dr. M. Koula and Mr. N. Madji, heads of the
country's anti-malarial efforts. The results of this study, run on 32 young
patients, were excellent. The researchers concluded that MMH MALAREX(TM) is very
well tolerated by the patients and is a highly effective medication. Full
results will be made available upon their publication in a peer-reviewed
journal. Dr. Nambei has also agreed, after viewing these positive results, to
join Millenia Hope's scientific committee.

As of September 30, 2004, Millenia Hope had received a total of 16 sales
authorizations, 14 from West African and 1 East African nations, Congo
(Brazzaville), Guinea (Conakry), Togo, Burundi, Central African Republic, Benin,
Gabon, Chad, Mali, Senegal, Niger, Democratic Republic of Congo, Cameroon,
Guinea (Equatorial) and Ghana and 1 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 between
200,000 and 400,000 treatments of MMH MALAREX(TM) or (between $ 2 million and $
4 million US), by the end of fiscal 2004.

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 we have finalized our initial sales of MMH
MALAREX(TM), the demand for MMH MALAREX(TM) should increase commensurately.

It is estimated the demand for MMH MALAREX(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 up to 2% ($200
million) of the marketplace within five years of its initial sales. According to
the company's internal estimates, based upon its knowledge of the industry,
attaining


<PAGE>

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) and its derivatives in fighting infectious
diseases. 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 problem generating sales, thereby
creating positive cash flow, once the negotiations for its initial sales have
been finalized.

On May 29, 2000, the company acquired thirty five million seven hundred thousand
(35,700,000) shares of SWORD COMP-SOFT CORP., this being 76.5% of SWORD's issued
capital, at a cost of five million (5,000,000) common shares, and five million
warrants (5,000,000), entitling the registered holder to purchase one share of
common stock at a price of two dollars ($2) expiring May 29, 2003. SWORD
COMP-SOFT CORP. was an (ASP) Application Service Provider incorporated in
November 1998 specializing in the E-Healthcare sector.

On March 5, 2003, Millenia divested its entire holding in Sword Comp-Soft, this
being 30.7 million common shares. The aforementioned 30.7 million shares were
tendered back to Sword Comp-Soft in exchange for $700,000 U.S., due March 5,
2005 and Sword's Medico Center site, Medico Research, any other related Medico
ASP work and all the attended backup documentation, computer line code etc., all
as per the agreement signed on March 5, 2003. As of February 28, 2004, Sword
owed Millenia approximately $545,000.

The acquisition of Sword's medical ASP's and Medico Records will be highly
beneficial in the future, as Millenia's Scientific Advisory Committee of M.D.s
and P.H.D.s with a wide range of expertise, will greatly aid the company in
bringing to the market medical ASPs.

In 2001 Millenia acquired 68% of the assets of Cibecol Industrial Farmaceutica
Ltda. for $500,000 cash, 7 million shares of Millenia Hope common stock and 1
million common shares of Sword Comp-Soft Corp., Millenia's former subsidiary
company. Cibecol, incorporated and headquarted in Brazil and one of the largest
phyto-pharmaceutical plants in Southern Brazil, operates a 20,000 square foot
manufacturing facility and also owns 82 hectares of arable land, located, Porto
Alegre, Brazil. Millenia will use the Brazilian facility for the production of
Voacamine, the active agent in MMH MALAREX(TM).

As per the agreement between Millenia Hope Inc. and Cibecol Industrial
Farmaceutica Ltda, the assets purchased by Millenia Hope from Cibecol were to
have been transferred into a newly formed corporation, to be owned 68% by
Millenia Hope and 32% by Cibecol Industrial or any Cibecol designee, by October
7, 2002. As this has not yet occurred, Millenia has decided to write down its
investment in Cibecol to $ 1 pending the legal registration of its assets in the
name of a newly formed corporation to be 68% owned by Millenia. Management fully
expects to properly and legally formalize its deal with Cibecol during the
ensuing period.


<PAGE>

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). 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.

Millenia will utilize the services of Ropack, an FDA approved, HACCP and cGMP
Compliant and ISO 9002 certified corporation, to perform quality control and all
encapsulating of MMH MALAREX(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). 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.

On May 31, 2001, Millenia Hope and Liquid Asset Corp. signed a purchase
agreement, the terms of which give Millenia the exclusive worldwide rights to
oxygenate intravenous solutions until September 1, 2005 with an option to
purchase these same rights for a further 5 year period. The purchase price for
these rights to September 1, 2005 was $500,000 in cash, 6 million Millenia Hope
common shares and 2 million non-registered common shares of Sword Comp-Soft
Corp. that were owned by Millenia.

Millenia expects to introduce, in the future, a new product called 02-IV,
oxygenated intravenous solutions. 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). 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.

On July 15, 2004 Millenia held its annual shareholder's meeting at the Hilton
Wilmington Christiana in Newark, Delaware at 10 AM. The proposals, put forth at
this meeting, were: 1) election of directors 2) increasing the authorized common
shares from 70 million to 180 million and 3) authorizing 50 million shares of
blank check preferred stock.

The following directors were elected or re-elected: Leonard Stella (CEO), Yehuda
Kops COO), Hugo Valente (CFO, Sr. VP) and Raymond Roy (Executive VP), the
shareholders also approved the increase in common shares to 180 million and the
authorization of 50 million blank check preferred shares.

On July 20, 2004 Dr. Alexander Kavic was appointed, by the Board of Directors as
its Vice-Chairman and the currently acting Chairman of Millenia Hope's Board of
Directors.

Dr. Kavic received his M.D. in 1968 and his Board certification in Emergency
Medicine in 1987. Dr. Kavic's many professional appointments, medical
consultanships, licensures and volunteer placements are too numerous to list.
Amongst his accomplishments, over the previous 4 decades, are the Chairmanship
of the Aliquippa Community Hospital and its sister foundation and being


<PAGE>

elected as a member of the Board of Trustees and Chairman of the Department of
Emergency Medicine of Monsour Medical Center.

On August 5, 2004 Dr. Roger Kante vacated his position as Senior Executive VP of
Millenia. His duties have been allocated between several of the other officers
of the company. Although no longer an officer of Millenia, Dr. Kante will remain
a valued member of our Scientific Advisory Committee.

Liquidity and cash flow needs of the company

From December 1st, 2003 to August 31, 2004 the company incurred cash operating
and interest expenses in the amount of $ 64,023 while recording no net cash
revenues. From September 1, 2004 to November 30th, 2004, the fiscal year end,
the company anticipates that its net cash flow needs, will be $ 65,000 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.


<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>
02/04/2004        common shares     300,000        $15,000                    Regulation S
                                                   in settlement
                                                   of marketing
                                                   services

02/23/2004        common shares     1,000,000      $70,000                    Regulation S
                                                   in settlement
                                                   of marketing
                                                   services

02/28/2004        common shares     1,000,000      $76,850                    Regulation S
                                                   in settlement
                                                   of rental
                                                   expenses

03/01/2004        common shares     4,215,000      $379,350                   Regulation S
                                                   in settlement of
                                                   marketing services

03/01/2004        common shares     350,000        $31,500                    Regulation S
                                                   in settlement
                                                   of office expense

03/01/2004        common shares     600,000        $54,000                    Regulation S

04/19/2004        common shares     112,122        $13,455                    Regulation S

04/19/2004        common shares     600,000        $72,000                    Regulation S
                                                   in settlement of
                                                   marketing services

05/27/2004        common shares     25,000         $3,250                     Regulation S
                                                   in settlement
                                                   of professional fees

05/27/2004        common shares     75,000         $9,000                     Regulation S
</TABLE>


<PAGE>

<TABLE>
<S>               <C>               <C>            <C>                        <C>
06/24/2004        common shares     1,245,000      $180,525                   Regulation S
                                                   in settlement
                                                   of marketing services

06/24/2004        common shares     280,000        $40,600                    Regulation S

07/21/2004        common shares     43,333         $6,470                     Regulation S

07/21/2004        common shares     10,000         $1,500                     Regulation S
                                                   in settlement of
                                                   general expenses

07/21/2004        common shares     150,000        $22,5000                   Regulation S
                                                   in settlement
                                                   marketing services

08/25/2004        common shares     728,000        $72,800                    Regulation S
                                                   in settlement of
                                                   marketing services
</TABLE>

(b)   Reports on Form 8-K

      None

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 15, 2004                                 By: /s/ Leonard Stella
                                                        CEO