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 October 20, 2005 Issuer had
119,214,217 outstanding shares of Common Stock.

                                      INDEX

PART I: FINANCIAL INFORMATION

      Item 1. Financial Statements

            Balance Sheet (Unaudited) at August 31, 2005.

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

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

                                     Assets
Current Assets
  Inventory                                                        $    127,210
  Prepaid Expenses                                                       49,090
                                                                   ------------
              Total Current Assets                                      176,300
                                                                   ------------

Property and Equipment, net                                               2,835
                                                                   ------------

                                                                   $    179,135
                                                                   ============

                       Liabilities & Stockholders' Equity
Current Liabilities
  Accounts Payable and Accrued Liabilities                         $     75,493
  Bank Overdraft                                                         11,929
  Related Party Payable                                                     466
                                                                   ------------
              Total Current Liabilities                                  87,888
                                                                   ------------

Stockholders' Equity
  Common Stock, $.0001 par value; 180,000,000 shares authorized,
    117,084,217 issued and outstanding                                   11,708
  Paid in Capital                                                    19,717,979
  Treasury Shares, at cost                                                  100
  Deferred Stock Compensation                                        (2,463,347)
  (Deficit) Accumulated During the Development Stage                (17,175,193)
                                                                   ------------
                                                                         91,247
                                                                   ------------

                                                                   $    179,135
                                                                   ============

See the accompanying notes to the financial statements.

<PAGE>

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

<TABLE>
<CAPTION>
                                                         Three Months Ended                Nine months ended           Inception to
                                                     August 31,       August 31,       August 31,       August 31,      August 31,
                                                        2005             2004             2005             2004            2005
                                                   -------------    -------------    -------------    -------------    ------------
<S>                                                <C>              <C>              <C>              <C>              <C>
Revenues                                           $     175,000    $          --    $     175,000    $          --    $  1,248,718

Cost of Sales                                            122,868               --          122,868               --         702,079
                                                   -------------    -------------    -------------    -------------    ------------

Gross Profit                                              52,132               --           52,132               --         546,639
                                                   -------------    -------------    -------------    -------------    ------------

Operating Expenses
      Stock compensation expense                       1,168,207          299,814        4,989,779          875,425       8,713,159
  Purchased R&D                                         (975,000)              --               --               --              --
      Patent rights                                           --               --               --               --       1,005,827
  Selling, general and administrative                    575,558           41,742        1,006,053          122,964       5,246,317
                                                   -------------    -------------    -------------    -------------    ------------
                                                         768,765          341,556        5,995,832          998,389      14,965,303
                                                   -------------    -------------    -------------    -------------    ------------

Operating (Loss)                                        (716,633)        (341,556)      (5,943,700)        (998,389)    (14,418,664)
                                                   -------------    -------------    -------------    -------------    ------------

Other income (expense)
  Gain on disposition of subsidiary                           --               --               --               --         737,262
  Interest income                                          9,810           10,209           26,330           30,564         110,428
  Interest expense                                            --               --               --              (56)       (179,212)
  Other income                                             3,690               --            7,395               --           7,395
  Write-off of leasehold improvements                         --               --               --               --          (2,663)
  Write-off of notes receivable, related parties              --               --               --               --        (629,739)
  Write-off of other assets                                   --               --               --               --      (2,799,999)
                                                   -------------    -------------    -------------    -------------    ------------
                                                          13,500           10,209           33,725           30,508      (2,756,529)
                                                   -------------    -------------    -------------    -------------    ------------

(Loss) Before Income tax (benefit)                      (703,133)        (331,347)      (5,909,975)        (967,881)    (17,175,193)
                                                   -------------    -------------    -------------    -------------    ------------

Income taxes (benefit)                                        --               --               --               --              --

                                                   -------------    -------------    -------------    -------------    ------------
Net (Loss)                                         $    (703,133)   $    (331,347)   $  (5,909,975)   $    (967,881)   $(17,175,193)
                                                   =============    =============    =============    =============    ============

Per share information - basic and diluted:
Weighted average number of common
  shares outstanding                                 121,490,902       58,406,578      100,861,327       55,405,055
                                                   =============    =============    =============    =============

(Loss) Per common share                            $       (0.01)   $       (0.01)   $       (0.06)   $       (0.02)
                                                   =============    =============    =============    =============
</TABLE>

See the accompanying notes to the financial statements.

<PAGE>

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

<TABLE>
<CAPTION>
                                                                   Nine Months Ended        Inception to
                                                               August 31,     August 31,     August 31,
                                                                  2005           2004           2005
                                                              -----------    -----------    ------------
<S>                                                           <C>            <C>            <C>
Operating Activities
Cash (used in) operating activities                           $(1,094,005)   $  (172,787)   $(3,855,855)
                                                              -----------    -----------    -----------

Financing Activities
     Bank Overdraft                                                11,757             --         11,757
     Related party payable, net                                       248           (970)     1,367,915
     Issuance of capital stock for cash                         1,082,000         96,525      2,130,566
     Contribution to paid in capital                                   --             --      1,318,347
                                                              -----------    -----------    -----------

Cash provided by financing activities                           1,094,005         95,555      4,828,585
                                                              -----------    -----------    -----------

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                                                   --         76,771         (2,207)
                                                              -----------    -----------    -----------

Cash provided by (used in) investing activities                        --         76,771       (972,730)
                                                              -----------    -----------    -----------

Increase in cash                                                       --           (461)            --

Cash and cash equivalents
      Beginning of period                                              --            586             --
                                                              -----------    -----------    -----------

      End of period                                           $        --    $       125    $        --
                                                              ===========    ===========    ===========

Non-Cash Investing and Financing Activities
  Settlement of accrued liabilities with common stock         $   600,000    $        --    $   676,850
                                                              ===========    ===========    ===========
  Common stock issued for deferred compensation               $ 2,135,591    $        --    $ 4,598,938
                                                              ===========    ===========    ===========
</TABLE>

See the accompanying notes to the financial statements.

<PAGE>

                               MILLENIA HOPE INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                 August 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 $5,909,975
for the nine months ended August 31, 2005, a loss of $703,133 for the 3 months
ended August 31, 2005 as well as reporting net losses of $17,175,193 from
inception (December 24, 1997). As reported on the statement of cash flows, the
Company had negative cash flows from operating activities of $1,094,005 for the
nine months ended August 31, 2005 and has reported deficient cash flows from
operating activities of $3,855,855 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 $1,367,915 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 1, 2004 and August 31, 2005 the Company issued 35,282,866
shares of common stock, pursuant to Regulation S, for administrative salaries,
business development and other consulting services, valued at $6,354,201,
including $1,568,960 of deferred compensation, and 3,750,000 shares to pay
accounts payable of $600,000. During the 9 months period ended August 31, 2005
the Company issued 11,562,608 shares of common stock, pursuant to Regulation S,
for $1,082,000 received. At August 31, 2005, the Company had deferred
compensation of $2,463,347, related to the issuance of common stock for services
including $1,568,960 of deferred compensation noted above.

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 called 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

<PAGE>

purchase Millenia common shares, at $1.00 per share. Furthermore, Millenia was
to pay Dr. Knox Van Dyke $3,000 per month in maintenance fees and provide
$100,000 in annual research funding, commencing with March 2005.

Dr. Van Dyke was to receive royalties of 8% of sales relating to the products
utilizing the above-mentioned patents. As of August 31, 2005, $85,000 in cash
had been paid. Dr.Van Dyke's 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.

On August 31, 2005 Millenia nullfied the aforesaid Agreement due to material
breaches of the Agreement, notably the lack of ownership of the rights to the
usage of Tetrandrine and any of its derivatives, that were sold by Dr. Van Dyke
to Millenia. The 5,000,000 common shares and 5 million options, valued at
$850,000 have been cancelled. The cash portion already paid to Dr. Van Dyke has
been expensed, pending any further action.

<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 a globally accepted control agent for
the treatment and prevention of malaria throughout the world. We believe, and
our trials have validated, 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 efficacy 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 September 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.
Several other, sales authorizations, from other African nations, are pending.
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 up to $2 million US), by the end of fiscal 2005. During the 3rd Quater
ending August 31, 2005 the Company sold 25,000 treatment for $175,000 as the
initial sale from a potential order that could reach 100,000

<PAGE>

treatments, in Guinea (Conakry). Also in October 2005 we made our first sale to
the country of Mali 10,000 treatments for $85,000.

Millenia has adopted an extremely conservative sales forecast. In the face of
anti-malarial drug resistance remove the, 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.

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. Further, we have commenced working on
the FDA approval process.

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

<PAGE>

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.

In January 2005, Millenia Hope signed on Agreement to acquire the global patent
rights, to tetrandrine, from inventor Dr. Knox Van Dyke, from the University of
West Virginia, a noted malaria authority. On August 31, 2005 the aforesaid
Agreement was nullified by Millenia due to material breaches of the Agreement,
as mentioned in Note 5 to the August 31, 2005 interim Financial Statements. As
Tetrandrine (Millenia product name TRANEX(TM)18) was only in its development
stage, the nullification of the Agreement will have no impact on our business.

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.

On August 30, 2005 the company appointed Joseph Daniele, its Chief Legal
Advisor, as a member of the Board of Directors.Millenia Hope Inc. announced the
dismissal of its President, Dr. Margaret Bywater, effective September 1, 2005,
due to differences of opinion in the strategic direction of the Company. Mr.
Leonard Stela, CEO, and other officers will take over the tasks previously
handled by Dr. Bywater. The Board has not named any replacement for Dr. Bywater
as of September 30, 2005. All of the aforesaid, as per our 8-K filing.

On September 29, 2005 Millenia announced that it has forged a relationship with
Dr. Hagai Ginsburg, a world-renowned malaria expert. Dr. Ginsburg has joined
Millenia as a scientific advisor and consultant, to assist us in our
anti-malarial efforts.

<PAGE>

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.

In September 2005 Millenia Hope enrolled 200 persons in a trial at the Coca Cola
facility in Guinea (Conakry), Africa.. This trial, utilizing World Health
Organization (WHO) approved protocols in a closed testing environment, was
administrated by Dr. Ibrahima Sory Dialo and Dr. Soriba Cisse. Dr. Dialo
administrates Coca Cola's healthcare programs and the healthcare programs of
other multi-national corporations in Africa. Dr. Cisse is the Vice-President,
Research and Development, for Millenia Hope. Of the 230 persons enrolled, 55 had
malaria and all 55 (100%) were cured within 3 days of taking
MMH(TM)Malarex/MMH(TM)18. More detailed results will follow in the near future.

<PAGE>

Three months ended August 31, 2005 compared to 2004.

In 2005 we had $768,765 of operating expenses vs. $341,556 in 2004, of this,
$1,168,207 in 2005 and $299,814 in 2004 was for stock compensation. In Quarter
3-2005, we cancelled $850,000 of common stock and options, issued in Quarter 1,
to purchase 3 U.S. patents, pursuant to the nullification of an Agreement to
Purchase R+D, for material breaches by the Seller. The cash portion, $125,000 of
the Purchased R&D was expensed in the S, G and A section.

We had revenue of $175,000 in the 3rd Quarter of 2005, representing our first
sale of MMH(TM) Malarex/MMH(TM) 18 and 0 in 2004. We had cost of sales of
$122,868 in Quarter 3 of 2005, which included work on improving our product
formulation, and 0 in 2004.

The following items are the breakdown, by category, of our $1,168,207 stock
compensation and the non-stock compensation items, listed by their categories,
added together with General and Administrative expenses of $208,389 equal to the
$575,558 of S, G and A on our Statements of Operations.

To August 2005, we paid our principal officers $232,763 in non-stock salaries
and had no salaries to August 2004.

We had non-stock comp. marketing expenses of $63,861 in year 2005 and $0 in
2004. Our stock compensation in 2004 was $275,825 and $421,290 in 2005. This
increase due to our heightened effort to receive concrete sales orders in 2005
and to lay the foundation for further sales in 2006. In 2005 we realized our
initial sales.

We incurred non-stock compensation other development costs of $2,506 and $0 of
stock compensation during the 2004 period as compared to non-stock comp. expense
of $22,737 and stock compensation of $530,435 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, RCA, Ghana, Guinea (Conakry) and Angola.

Our non-stock comp. consulting expenses to May 2005 were $46,808 as opposed to
no costs for that period in 2004. Stock compensation expenses $216,482 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 $209,389 for 2005. This represented an
increase of $170,153 from $39,236 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 and to expensing the cash portion already paid for the
cancelled Purchased R&D.

As a result of the foregoing we incurred a net loss of $703,133 for this 3 month
period of 2005, compared to a loss of $331,347 for the comparative time in 2004.

<PAGE>

Nine months ended August 31, 2005 compared to 2004.

In 2005 we had $5,995,832 of operating expenses vs. $998,389 in 2004. Of this,
$4,989,779 in 2005 and $875,425 in 2004 was for stock compensation .

We had revenue of $175,000 in 2005, representing our first sales of MMH(TM)
Malarex/MMH(TM) 18 and 0 in 2004. We had product costs of $122,868, which
included work on improving our product formulation, in 2005 and 0 in 2004.

We paid $125,000 in cash and $850,000 of stock and option for Purchased R+D in
Quarter 1, for 3 U.S. Patents. Pursuant to the nullification of the Agreement in
Quarter 3, due to material breaches by the Seller, the $850,000 of common stock
and options was cancelled. The cash portion of the Purchased R&D was expensed in
the S, G and A section.

The following items are the breakdown, by category, of our $4,989,779 stock
compensation and the non-stock compensation items, listed by their categories,
added together with General and Administrative expenses of $393,184 equal to the
$1,006,053 of S, G and A on our Statement of Operations.

In 2005, we paid our principal officers $328,875 in non-stock salaries and
$1,322,500 in stock comp.salaries and had non-stock salaries of $35,216 in 2004
and no stock comp. salaries in 2004.

We had non-stock comp. marketing expenses of $75,105 in year 2005 and $7,155 in
2004. Our stock compensation in 2004 was $812,175 and $1,384,263 in 2005. This
increase due to our heightened effort to receive concrete sales orders in 2005
and to lay the foundation for further sales in 2006. In 2005 we realized our
initial sales.

We incurred non-stock compensation other development costs of $14,715 and $0 of
stock compensation during 2004 as compared to non-stock comp. expense of $54,705
and stock compensation of $1,566,859 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, RCA, Ghana, Guinea (Conakry) and Angola and funding for a
discontinued anti-malarial.

Our non-stock comp. consulting expenses in 2005 were $154,184 as opposed to no
costs for that period in 2004. Stock compensation expenses $641,656 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 $393,184 for 2005. This represented an
increase of $327,306 from $65,878 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 and to expensing the cash portion already paid for the
cancelled Purchased R&D.Stock comp. in 2005 for office expenses, which is
included in S, G and A, was $74,500 and 63,250 in 2004.

As a result of the foregoing we incurred a net loss of $5,909,975 to August
2005, compared to a loss of $967,881 for the comparative time in 2004.

<PAGE>

Liquidity and cash flow needs of the company

From December 1st, 2004 to August 31, 2005 the company used $1,094,005 for
operating activities while recording $175,000 in revenues. From September 1,
2005 to November 30th, 2005, the fiscal year end, the company anticipates that
its net cash flow needs, will be $300,000 primarily to cover day today 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.

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.

<PAGE>

DISCLOSURE CONTROLS AND INTERNAL CONTROLS

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

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
----             --------        ----          --------        --------------------
<C>            <C>               <C>           <C>                     <C>
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 purchased
                                               R&D

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
</TABLE>

<PAGE>

<TABLE>
<C>            <C>               <C>           <C>                     <C>
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
</TABLE>

<PAGE>

<TABLE>
<C>            <C>               <C>           <C>                     <C>
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
</TABLE>

<PAGE>

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

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

07/11/2005     common shares     185,000       $22,200                 Regulation S
                                               in settlement
                                               of consulting
                                               fees

07/13/2005     common shares     100,000       $12,000                 Regulation S
                                               in settlement
                                               of consulting
                                               fees

08/24/2005     common shares     500,000       $85,000                 Regulation S
                                               in settlement
                                               of consulting
                                               fees
</TABLE>

(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

<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 27, 2005                          By: /s/ Leonard Stella
                                                CEO