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 July 12, 2005 Issuer had
121,299,217 outstanding shares of Common Stock.

                                      INDEX

PART I: FINANCIAL INFORMATION

      Item 1. Financial Statements

            Balance Sheet (Unaudited) at May 31, 2005.

            Statement of Operations (Unaudited) for the three and six months
            ended May 31, 2005 and May 31, 2004 and from inception (December 24,
            1997) to May 31, 2005.

            Statements of Cash Flows (Unaudited) for the six months ended May
            31, 2005 and May 31, 2004 and from inception (December 24, 1997) to
            May 31, 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
                                  May 31, 2005
                                   (Unaudited)

                                     Assets

Current Assets
  Cash                                                             $    477,689
  Inventory                                                             127,210
  Prepaid Expenses                                                       30,000
                                                                   ------------
              Total current assets                                      634,899
                                                                   ------------

Property and equipment, net                                               3,002
                                                                   ------------

                                                                   $    637,901
                                                                   ============

                       Liabilities & Stockholders' Equity

Current Liabilities
  Accounts payable and accrued liabilities                         $    161,505
  Related party payable                                                     222
                                                                   ------------
              Total Current Liabilities                                 161,727
                                                                   ------------

Stockholders' Equity
  Common Stock, $.0001 par value; 180,000,000 shares authorized,
    121,299,217 issued and outstanding                                   12,130
  Paid in Capital                                                    20,448,357
  Treasury Shares, at cost                                                  100
  Deferred Stock Compensation                                        (3,512,354)
  (Deficit) Accumulated During the Development Stage                (16,472,059)
                                                                   ------------
                                                                        476,174
                                                                   ------------

                                                                   $    637,901
                                                                   ============

See the accompanying notes to the financial statements.

<PAGE>

                               Millenia Hope Inc.
                          (A Development Stage Company)
                            Statements of Operations
          Three and six months ended May 31, 2005 and May 31, 2004 and
         the Period From Inception (December 24, 1997) to May 31, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended                 Six months ended           Inception to
                                                     May 31           May 31           May 31           May 31           May 31
                                                      2005             2004             2005             2004             2005
                                                  -------------    -------------    -------------    -------------    -------------
<S>                                               <C>              <C>              <C>              <C>              <C>
Revenues                                          $          --    $          --    $          --    $          --    $   1,073,718

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

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

Operating Expenses
      Stock compensation expense                      3,040,318          486,100        3,821,572          571,100        7,544,952
  Purchased R&D                                              --               --          975,000                           975,000
      Patent rights                                          --               --               --               --        1,005,827
  Selling, general and administrative                   236,945           59,928          430,495           85,733        4,670,759
                                                  -------------    -------------    -------------    -------------    -------------
                                                      3,277,263          546,028        5,227,067          656,833       14,196,538
                                                  -------------    -------------    -------------    -------------    -------------

Operating (Loss)                                     (3,277,263)        (546,028)      (5,227,067)        (656,833)     (13,702,031)
                                                  -------------    -------------    -------------    -------------    -------------

Other income (expense)
  Gain on disposition of subsidiary                          --               --               --                0          737,262
  Interest income                                         6,725            9,782           16,520           20,335          100,618
  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)
                                                  -------------    -------------    -------------    -------------    -------------
                                                          6,725            9,782           20,225           20,279       (2,770,028)
                                                  -------------    -------------    -------------    -------------    -------------

(Loss) Before Income tax (benefit)                   (3,270,538)        (536,246)      (5,206,842)        (636,554)     (16,472,059)
                                                  -------------    -------------    -------------    -------------    -------------

Income taxes benefit                                         --               --               --               --               --

                                                  -------------    -------------    -------------    -------------    -------------
Net (Loss)                                        $  (3,270,538)   $    (536,246)   $  (5,206,842)   $    (636,554)   $ (16,472,059)
                                                  =============    =============    =============    =============    =============

Per share information - basic and diluted:
Weighted average number of common
  shares outstanding                                104,785,243       58,406,578       90,244,330       28,934,976
                                                  =============    =============    =============    =============

(Loss) Per common share                           $       (0.03)   $       (0.01)   $       (0.06)   $       (0.00)
                                                  =============    =============    =============    =============
</TABLE>

See the accompanying notes to the financial statements.

<PAGE>

                               Millenia Hope Inc.
                          (A Development Stage Company)
                             Statement of Cash Flows
                 Six months ended May 31, 2005 and May 31, 2004
          the Period From Inception (December 24, 1997) to May 31, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                             Six Months Ended          Inception to
                                                                                          May 31          May 31          May 31
                                                                                           2005            2004            2005
                                                                                       ------------    ------------    ------------
<S>                                                                                    <C>             <C>             <C>
Operating Activities
Net (Loss)                                                                             $ (5,206,842)   $   (636,534)   $(16,472,059)
   Depreciation                                                                                 334             416         111,603
   Increase in inventory                                                                   (127,210)             --        (127,210)
   Increase in other assets                                                                 (29,999)             --         (29,999)
   (Gain) loss on disposition of  susidiary                                                      --              --        (571,318)
   Sale of investment in subsidiary for services                                                 --              --          10,800
   Issue of capital stock for services                                                    4,671,332         598,100       8,324,837
   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                                                                       --         (20,355)        (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                           88,242         (54,464)        838,355
                                                                                       ------------    ------------    ------------

Cash (used in) operating activities                                                        (604,143)       (112,806)     (3,365,993)
                                                                                       ------------    ------------    ------------

Financing Activities
     Bank Overdraft                                                                            (172)             --              --
     Related party payable, net                                                                   4          (1,106)      1,367,499
     Issuance of capital stock for cash                                                   1,082,000          49,455       2,130,566
     Contribution to paid in capital                                                             --              --       1,318,347
                                                                                       ------------    ------------    ------------

Cash provided by financing activities                                                     1,081,832          48,349       4,816,412
                                                                                       ------------    ------------    ------------

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                                                                             --          64,771          (2,207)
                                                                                       ------------    ------------    ------------

Cash flows provided by (used in) investing activities                                            --          64,771        (972,730)
                                                                                       ------------    ------------    ------------

Increase in cash                                                                            477,689             314         477,689

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

      End of period                                                                    $    477,689    $        586    $    477,689
                                                                                       ============    ============    ============

Non-Cash Investing and Financing Activities
  Settlement of accrued liabilities with common stock                                  $    600,000    $         --    $    676,850
                                                                                       ============    ============    ============
  Common stock issued for deferred compensation                                        $  1,795,185    $         --    $  3,512,354
                                                                                       ============    ============    ============

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.
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  May 31, 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 included thereto for the fiscal year ended
November 30, 2004 for Millenia Hope Inc. 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.

<PAGE>

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 $ 5,206,842
for the six months ended May 31, 2005, a loss of $3,270,538 for the 3 months
ended May 31, 2005 as well as reporting net losses of $16,742,059 from inception
(December 24, 1997). As reported on the statement of cash flows, the Company had
negative cash flows from operating activities of $604,143 for the six months
ended May 31, 2005 and has reported deficient cash flows from operating
activities of $ 3,365,993 from inception (December 24, 1997). To date, these
losses and cash flow deficiencies have been financed principally through the
sale of common stock $ 2,130,566 and short-term debt $1,367,499 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(TM) MALAREX/MMH(TM) 18.
Management anticipates generating revenue through the sales of MMH(TM)
MALAREX/MMH(TM) 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 EQUITY

Between December 10, 2004 and May 5, 2005 the Company issued 28,747,866 shares
of common stock, pursuant to Regulation S, for marketing, business development
and other consulting services, valued at $4,671,332. During the 6 months ended
May 31, 2005 the company issued 11,562,608 shares of common stock, pursuant to
Regulation S, for $1,082,000 received. At May 31, 2005 the Company had deferred
compensation of $3,512,354.

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.

<PAGE>

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 May 31, 2005, $50,000 in cash had
been paid. The remaining $75,000 was recorded in accounts payable at that date.
Subsequent to May 31, 2005, $25,000 was paid. Dr. Van Dyke also received
5,000,000 shares 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.

<PAGE>

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 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(TM) MALAREX/MMH(TM) 18 as an accepted control agent for the
treatment and prevention of malaria throughout the world. We believe that
MMH(TM) MALAREX/MMH(TM) 18 is a highly effective anti-malarial drug, and will be
made available at prices that are competitive for a new anti-malarial agent with
no parasitic resistance. The availability and pricing of MMH(TM) MALAREX/MMH(TM)
18, 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(TM) MALAREX/MMH(TM) 18 with the World Health Organization (WHO) present, in
order to ensure our acceptability as a front line anti-malarial treatment.

As of June 30, 2005, Millenia Hope had received 18 sales authorizations from
West African nations, Congo (Brazzaville), Guinea (Conakry), Togo, Burundi,
Central African Republic, Benin, Gabon. Chad, Niger, Mali, Senegal, Democratic
Republic of Congo, Guinea (Equatorial), Cameroon, Sierre Leone, Mauritania and
Burkina Faso; and one from the Caribbean nation of the Dominican Republic. We
are in the process of receiving, sales authorizations from several other African
nations. Based on management's best estimates, Millenia hopes to sell in excess
of 200,000 treatments of MMH(TM) MALAREX/MMH(TM) 18, in at least 2 major markets
(or $2 million US), by the end of fiscal 2005.

<PAGE>

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

It is estimated the demand for MMH(TM) MALAREX/MMH(TM) 18 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, 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. 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.

Secondly, Millenia is committed to ongoing research and development, to expand
the efficacy of MMH(TM) MALAREX/MMH(TM) 18 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,
several with the participation of the regional WHO offices, and other testing
regiments for MMH(TM) MALAREX/MMH(TM) 18 and the addition of biotech scientists,
worldwide, to the ranks of Millenia's management and scientific committee. We
are currently involved in a 200 patient WHO protocol pediatric trial in the
Republic of Central Africa monitored by the WHO, Pasteur Institute and UNICEF
and 2 studies of 30 patients each, one of adults and one of children, in Ghana.

We have also acquired another anti-malarial agent, TRANEX, to add to our
medication arsenal. Furthermore; we have strengthened our intellectual property
(IP) by depositing 2 more patent applications for MMH(TM) MALAREX/MMH(TM) 18
that will both broaden and deepen the product's coverage for other indications
and other methods of treating malaria. Also, we have deposited a file with Sante
Canada, Canada's drug licensing agency, pursuant to receiving our designation as
a drug recognized by a North American country.

Millenia utilizes the services of Ropack, an FDA approved, HACCP Compliant and
ISO 9002 certified corporation, to perform quality control and all encapsulating
of MMH(TM) MALAREX/MMH(TM) 18, conforming to U.S. and Canadian manufacturing
standards and assure the highest possible level of quality via product analysis
and homogeneity testing for MMH(TM) MALAREX/MMH(TM) 18. 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.

<PAGE>

In January 2005, Millenia Hope acquired the global patent rights, TRANEX, from
inventor Dr. Knox Van Dyke, an internationally renowned researcher from the
University of West Virginia, and a noted malaria authority. TRANEX 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. TRANEX will
also be tested at the Walter Reed Medical Center in Washington, DC, for its
anti-malarial properties.

TRANEX 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.

Millenia has incorporated a wholly owned Canadian subsidiary, Millenia Hope
Pharmaceuticals Ltd. that will handle all marketing, distributing and sales of
MMH(TM) MALAREX/MMH(TM) 18. 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.

On May 13, 2004, Millenia incorporated Millenia Hope Pharmaceutical (UK)
Limited, a British company, to be its European presence. 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 date, none of the aforementioned subsidiairies had any activity.

On April 12, 2005, Dr. Margaret (Maggie) Bywater joined the company as its
President. Millenia also appointed Carole Robert as its VP Sales Development and
Governmental Affairs and Mr. Joseph Danielle as its Chief Legal Advisor.

On April 12, 2005, the Board of Millenia Hope 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. On
April 29, 2005, Mr. Raymond Roy, executive Vice-President and director of
Millenia Hope, resigned for personal reasons. On June 15, 2005, our
Vice-Chairman, Dr. Alexander Kavic, was asked, by the Board of Directors, to
tender his resignation. Dr. Kavic complied and resigned on that date. The
resignation was due to his personal and business situation that did not allow
him to properly fulfill his Millenia Hope duties.

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

On May 10, 2005, Millenia announced the sale of $600,000 of shares of common
stock. This is the completion of the first stage of an anticipated much larger
private placement, being arranged on a "best efforts" basis by Private
Consulting Group, Inc. ("PCG"), a registered securities broker dealer,
headquartered in Portland, Oregon. Funding could reach as much as $22,000,000
US, subject to certain milestones being reached by Millenia.

<PAGE>

Three months ended May 31,2005 compared to 2004.

In 2005 we had $3,277,263 of operating expenses vs. $546,028 in 2004, of this,
$3,040,318 in 2005 and $486,100 in 2004 was for stock compensation and $236,944
in 2005 and $59,928 in 2004, was for SG&A.

To May 2005, we paid our principal officers $59,512 in non-stock salaries and
had no salaries to May 2004.

We had non-stock comp. marketing expenses of $20,104 in year 2005 and $10,697 in
2004. Our stock compensation in 2004 was $451,500 and $418,515 in 2005.

We incurred non-stock comp. other development costs of $11,209 and no stock
compensation during the 2004 period as compared to non-stock comp. expense of
$90,864 and stock compensation of $969,558 for 2005. 2005 represents costs for
several completed and ongoing MMH(TM) MALAREX/MMH(TM) 18 trials, in the Republic
of Central Africa (RCA), and preliminary costs for ongoing and future tests in
the Dominican Republic, Ghana, RCA, Guinea (Conakry) and Angola.

Our non-stock comp. consulting expenses to May 2005 were $84,265 as opposed to
no costs for that period in 2004. Stock compensation expenses $347,178 in 2005
and 0 in 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.

General and administrative expenses were $236,944 for 2005. This represented an
increase of $177,016from $59,928 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(TM) MALAREX/MMH(TM) 18 to market and to expose our company in the
public marketplace. Stock comp. in 2005 for office expenses was $74,500.Our
production costs of $167,710 incurred in the first and second Quarter of 2005,
were allocated as follows: $127,210 to inventory,$30,000 to prepaid expenses and
$10,500 was expensed as other development costs.

As a result of the foregoing we incurred a net loss of $3,270,538 for this 3
month period in 2005, compared to a loss of $536,246 for the comparative time in
2004.
<PAGE>

Six months ended May 31, 2005 compared to May 31, 2004.

In 2005 we had $5,227,067 of operating expenses vs. $656,833 in 2004, of this,
$3,821,572 in 2005 and $571,100 in 2004 was for stock compensation and $434,495
in 2005 and $85,733 in 2004, was for SG&A.

In 2005 we purchased three patent rights for $125,000 in cash and stock and
option considerations of $850,000 and did not incur any costs in 2004.

To May 2005, we paid our principal officers $96,112 in non-stock salaries and
had non-stock salaries to May 2004 of $17,507. In 2005, we had $1,322,500 of
stock compensation and none in 2004.

We had non-stock comp. marketing expenses of $32,914 in year 2005 and $11,697 in
2004. Our stock compensation in 2004 was $536,350 and $962,974 in 2005. Our
increased expenses are due to a greater effort on promoting MMH(TM)
MALAREX/MMH(TM) 18, 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 nations. This entails enlisting entities that have
entree into governmental departments and NGOs and already established
distribution networks.

We incurred non-stock comp. other development costs of $12,209 and no stock
compensation during the 2004 period as compared to non-stock comp. expense of
$94,968 and stock compensation of $1,036,424 for 2005. 2005 represents costs for
several completed and ongoing MMH(TM) MALAREX/MMH(TM) 18 trials, in the Republic
of Central Africa (RCA), and preliminary costs for ongoing and future tests in
the Dominican Republic, Ghana, RCA, Guinea (Conakry) and Angola.

Our non-stock comp. consulting expenses to May 2005 were $107,377 as opposed to
no costs for that period in 2004. Stock compensation expenses $425,174 in 2005
and 0 in 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.

General and administrative expenses were $430,495 for 2005. This represented an
increase of $344,762 from $85,733 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(TM) MALAREX/MMH(TM) 18 to market and to expose our company in the
public marketplace. Our non-stock comp.consulting, development and marketing
costs related to the latter effort rose, as previously mentioned, as well as the
aforementioned administrative non-stock comp. salaries rise of $78,600. Our
professional fees also rose by $30,700 and stock comp. in 2005 for office
expenses was $74,500.

As a result of the foregoing we incurred a net loss of $5,206,842 for the first
6 months of 2005, compared to a loss of $636,534 for the comparative time in
2004.

<PAGE>

Liquidity and cash flow needs of the company

From December 1, 2004 to May 31, 2005 the company used $604,143 in operating
activities while recording no revenues. From June 1, 2005 to November 30, 2005,
the fiscal year end, the company anticipates that its net cash flow needs, will
be $1,500,000 primarily to cover day to day operating and development expenses,
for our marketing and sales efforts and to further bolster and strengthen our
scientific platform. These funds will be covered by net revenue received and any
shortfalls will be met by the officers and certain shareholders, as previously
outlined, and further equity financing.

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

<PAGE>

Act of 1934 (Exchange Act), such as this Quarterly Report is recorded,
processed, summarized and reported within the time period specified.

Part II other information

Item 2: Sales of Unregistered securities

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

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

12/15/2004     common shares       550,000     $49,500              Regulation S
                                               in settlement
                                               of marketing
                                               services

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

01/10/2005     common shares     2,150,000     $193,500             Regulation S
                                               in settlement
                                               of consulting
                                               fees

01/15/2005     common shares     2,650,000     $238,500             Regulation S
                                               in settlement
                                               of marketing
                                               services

01/26/2005     common shares     5,000,000     $450,000             Regulation S
                                               in settlement
                                               of patent
                                               expenses

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

02/01/2005     common shares       400,000     $60,000              Regulation S
                                               in settlement
                                               of development
                                               costs

02/01/2005     common shares     2,666,666     $400,000             Regulation S
                                               in settlement
                                               of development
                                               costs

<PAGE>

02/02/2005     common shares       350,000     $38,500              Regulation S
                                               in settlement
                                               of marketing
                                               services

02/15/2005     common shares        50,000     $5,500               Regulation S
                                               in settlement
                                               of office
                                               expenses

02/15/2005     common shares       500,000     $55,000              Regulation S
                                               in settlement
                                               of consulting
                                               fees

02/15/2005     common shares     2,500,000     $275,000             Regulation S
                                               in settlement
                                               of patent
                                               costs

02/24/2005     common shares       400,000     $84,000              Regulation S
                                               in settlement
                                               of marketing
                                               services

03/02/2005     common shares       300,000     $69,000              Regulation S
                                               in settlement
                                               of development
                                               costs

03/07/2005     common shares       500,000     $120,000             Regulation S
                                               in settlement
                                               of marketing
                                               services

03/15/2005     common shares     1,317,000     $118,530             Regulation S

03/18/2005     common shares     7,300,000     $1,460,000           Regulation S
                                               in settlement
                                               of development
                                               costs

03/28/2005     common shares       798,500     $31,865              Regulation S

<PAGE>

04/07/2005     common shares     3,750,000     $600,000             Regulation S
                                               in settlement
                                               of accounts
                                               payable

04/22/2005     common shares       735,000     $132,300             Regulation S
                                               in settlement
                                               of marketing
                                               services

04/26/2005     common shares       405,600     $77,065              Regulation S
                                               in settlement
                                               of consulting
                                               fees

04/26/2005     common shares       555,000     $105,450             Regulation S
                                               in settlement
                                               of marketing
                                               services

04/26/2005     common shares       100,000     $7,000               Regulation S

05/02/2005     common shares     5,750,000     $1,322,500           Regulation S
                                               in settlement
                                               of administrative
                                               salaries

05/02/2005     common shares       333,400     $76,682              Regulation S
                                               in settlement
                                               of marketing
                                               services

05/05/2005     common shares     3,200,000     $600,000             Regulation D

05/05/2005     common shares     1,254,000     $108,866             Regulation D

05/05/2005     common shares       277,200     $63,756              Regulation S
                                               in settlement
                                               of marketing
                                               services

05/05/2005     common shares       925,000     $212,750             Regulation S
                                               in settlement
                                               of consulting
                                               fees

<PAGE>

05/05/2005     common shares     4,900,000     $1,127,000           Regulation S
                                               in settlement
                                               of development
                                               costs

05/05/2005     common shares       300,000     $69,000              Regulation S
                                               in settlement
                                               of office
                                               expenses

(b)   Reports on Form 8-K

      Change in Registrant's Certifying Accountant.

      Election of Directors, Appointment of Principal Officers

      Entry into a Material Definitive Agreement

SIGNATURES

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

                                Millenia Hope Inc.
                                (Registrant)


Dated July 15, 2005             By: /s/ Leonard Stella
                                CEO