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 May 31, 2001 Issuer had 27,617,515
outstanding shares of Common Stock.



                                      INDEX

PART I: FINANCIAL INFORMATION


     Item 1. Financial Statements

          Consolidated Balance Sheet (Unaudited) at May 31, 2001 Consolidated
     Statement of operations (Unaudited) for the three and six months ended May
     31, 2001 and May 31, 2000 and from inception (December 24, 1997) to May 31,
     2001, Consolidated Statement of cash flows (Unaudited) for the six months
     ended May 31, 2001 and 2000, and from inception (December 24, 1997) to May
     31, 2001. Notes to the Financial Statements (Unaudited)

<PAGE>


                               MILLENIA HOPE INC.
                           CONSOLIDATED BALANCE SHEET
                                 AT May 31, 2001
                                   (UNAUDITED)


                                     Assets

Current Assets
     Cash and cash equivalents                                      $       613
     Note Receivable - 3rd party                                         69,166
     Note Receivable - Related Party                                     82,936
     Other current assets                                                36,094
                                                                    -----------

       Total current assets                                             188,809
         Property and equipment, net                                     82,372
Deposits                                                                500,000
Other Asset                                                              32,000
                                                                    -----------
Total assets                                                            803,181

                      Liabilities and Shareholders' Equity

Current Liabilities
     Accounts payable and accrued liabilities                            91,500
     Notes payable (principally related parties) (net of discount)      196,619
     Other current liabilities                                            2,500
                                                                    -----------

       Total current liabilities                                        290,619

Minority Interest                                                        36,910

 Shareholders' Equity
     Common Stock, $.0001 par value; authorized
          70,000,000 shares; issued and outstanding 27,617,515            2,762
     Warrants                                                         1,393,247
     Paid in Capital                                                  4,192,448
     Share Subscription Receivable                                     (237,500)
     Cost of Treasury Shares                                                100
     Deficit accumulated during the development stage                (4,875,405)
                                                                    -----------

       Total Shareholder's Equity                                       475,652
        Total liabilities and shareholder's equity                      803,181
                                                                    ===========


                   Read the accompanying significant notes to

  financial statements, which are an integral part of this financial statement.

<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                      CONSOLIDATED STATEMENT OF OPERATIONS
           FOR THE 3 MONTHS AND SIX MONTHS ENDED May 31, 2001 AND 2000
            FROM INCEPTION (DECEMBER 24, 1997) THROUGH MAY 31, 2001.
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                   Three Months                  Six Months
                                                                   Ended May 31,                 Ended May 31,          Inception
                                                                   -------------                 -------------        (Dec 24, 1997)
                                                                                                                         Through

                                                                2001            2000          2001           2000      May 31, 2001
                                                                ----            ----          ----           ----      ------------

<S>                                                       <C>             <C>            <C>            <C>            <C>
Revenue:                                                  $     67,155          7,500        168,464         15,000        498,459

Operating expenses:
     Marketing                                                    --             --             --             --        1,573,668
     Patent Rights                                             624,395           --          624,395           --        1,630,222
     Other Development Costs                                      --             --             --             --          276,515
     Rent                                                       23,600         19,100         47,200         38,200        263,029
     Travel                                                       --           40,230          2,675         40,230        237,534
     Consulting                                                 52,103           --          142,163           --          344,589
     Selling, general and administrative expenses               36,178         38,257         62,209         67,759        930,058
                                                          ------------    -----------    -----------    -----------    -----------
                   Total operating expenses                    736,276         97,587        878,642        146,189      5,255,615

                   Loss before other income (expense)         (669,121)       (90,087)      (710,178)      (131,189)    (4,757,156)

     Other income (expense):
           Interest expense (Net)                                 (834)          --           (1,808)       (27,770)      (151,700)
                                                          ------------    -----------    -----------    -----------    -----------

                           Total other income (expense)           (834)          --           (1,808)       (27,770)      (151,700)

     Net (Loss) before Minority Interest                      (669,955)       (90,087)      (711,986)      (158,959)    (4,909,856)

     Minority Interest in Net Loss of Subsidiary                (1,362)          --           (5,332)          --          (33,451)
                                                          ------------    -----------    -----------    -----------    -----------

     Net Loss                                                 (668,593)       (90,087)      (706,654)      (158,959)    (4,875,405)
                                                          ============    ===========    ===========    ===========    ===========

     Basic weighted average common shares outstanding       21,476,515     13,056,087     21,001,535     12,029,919     18,951,705
                                                          ============    ===========    ===========    ===========    ===========


     Basic Loss per common share                          $    (0.0311)   $   (0.0069)   $   (0.0336)   $   (0.0132)   $   (0.2573)
                                                          ============    ===========    ===========    ===========    ===========
</TABLE>


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

<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED MAY 31, 2001 AND 2000
             FROM INCEPTION (DECEMBER 24, 1997) THROUGH MAY 31, 2001
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                           Inception
                                                                                                         (Dec 24, 1997)
                                                                               Six Months Ended             through
                                                                         May 31, 2001    May 31, 2000     May 31, 2001
                                                                         ------------    ------------    --------------

<S>                                                                        <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                          (706,654)       (158,959)       (4,875,405)
Adjustements to reconcile net income (loss) to net cash
used in operating activites:
         Depreciation and amortization                                       14,494           7,002            64,580
         Issuance of stock for general and administrative expenses           18,750            --              18,750
         Issuance of stock for patent rights                                124,395            --             124,395
         Issuance of stock for marketing services                              --              --           1,514,215
         Issuance of note for other development costs                          --              --             192,831
         (subsequently converted to warrants)
         Interest expense settled with issuance of note                        --            27,770            27,770
         (subsequently converted to warrants)
Changes in Operating assets and liabilities:
         Receivable and other Assets                                         28,638            --            (154,596)
         Accounts Payable and Accrued Liabilities                            (4,061)         41,884            89,500
                                                                           --------        --------        ----------

Net cash provided by / (used in) operating activities                      (524,438)        (82,303)       (2,997,960)
                                                                           --------        --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of Property and equipment                                             (667)           --            (144,880)
Issuance of stock for subsidiaries cash balance                                --            40,628            40,628
Repayment of subsidiary related party note receivable                          --              --              34,233
Collection of subsidiary share subscription receivable                         --              --              83,331
Minority interest portion of net income/ (loss) of subsidiary                (5,332)           --             (33,451)
Deposits on future acquisitions                                             500,000            --            (500,000)
                                                                           --------        --------        ----------

Net cash provided by / (used in) investing activities                       494,001          40,628          (520,139)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
         Notes payable, principally related parties (net of discount)          --           (51,205)        1,369,267
         Notes payable - subsidiary                                            --            42,181            42,181
         Issuance of stock                                                   16,500         446,762           942,264
         Contribution to Paid in Capital                                       --              --           1,165,000
                                                                           --------        --------        ----------

Net cash provided by / (used in) financing activities                        16,500         437,738         3,518,712
                                                                           --------        --------        ----------

Net increase (decrease) in cash and cash equivalents                        (13,937)        396,063               613
Cash and cash equivalents, beginning of period                               14,550           3,933              --
                                                                           --------        --------        ----------

Cash and cash equivalents, end of period                                        613         399,996               613
                                                                           ========        ========        ==========
</TABLE>

<PAGE>


Supplemental Schedule of noncash investing and financing activities:

On February 28, 2000, the company issued 4,644,156 warrants to settle the
following related party notes:

     Notes payable (principally related parties) (net of discount)     1,172,648
     Long-term debt, less current portion (net of discount)              104,031
     Current portion of long term debt (net discount)                     88,800
     Current year interest expense                                        27,770
                                                                       ---------
                                                                       1,393,249

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

     The following liabilities were assumed through this transaction:
             Note Receivable - 3rd Party                                  33,600
             Note Receivable - Related Party                              35,322
             Property and Equipment, net                                  23,221
     The following liabilities were assumed through this transaction:
             Accounts payable and accrued liabilities                      4,500

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

Between March 14, 2001 and May 31, 2001 the company issued 75,000 shares in
settlement of general and administrative expenses in the amount of $ 18,750.

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


NOTE 1 -BASIS OF PRESENTATION

The accompanying Unaudited consolidated financial statements of Millenia Hope
Inc. have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB and Article 10 of Regulation S-X. The financial statements reflect all
adjustments consisting of normal recurring adjustments which, in the opinion of
management, are necessary for a fair presentation of the results for the periods
shown. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements.

These financial statements should be read in conjunction with the audited
financial statements and footnotes thereto included in Millenia Hope Inc.'s 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 - Revenue Recognition

The company currently recognizes revenue in the form of licensing fees, which
are recorded over the life of the licensing agreement using the straight-line
method. Currently the company has one agreement with a term of 5 years
commencing on January , 1999.

<PAGE>


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

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition," which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements filed with the SEC. SAB 101 outlines the basic criteria that must be
met to recognize revenue and provide guidance for disclosures related to revenue
recognition policies. Management believes that Millenia Hope Inc.'s revenue
recognition practices are in conformity with the guidelines of SAB 101.

NOTE 3 - NET LOSS PER SHARE

Basic earnings (loss) per share is computed using the weighted-average number of
common shares outstanding during the period. Options and warrants are not
considered since considering such items would have an antidilutive effect.

NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The company reported a net loss of $668,593
and $706,654 for the three months and six ended May 31, 2001 as well as
reporting net losses of $4,875,405 from inception (December 24, 1997) to May 31,
2001. As reported on the statement of cash flows, the Company had negative cash
flows from operating activities of $524,438 for the three months ended May 31,
2001 and has reported deficient cash flows from operating activities of
$3,801,341 from inception (December 24, 1997). To date, these losses and cash
flow deficiencies have been financed principally through the sale of common
stock $942,264 and short term debt $ 1,172,648 which is related party debt.
Additional capital and/or borrowings will be necessary in order for the Company
to continue in existence until attaining and sustaining profitable operations.
Management has continued to develop a strategic plan to develop a management
team, maintain reporting compliance and establish long term relationships with
other major organizations to develop and distribute the product Malarex.
Management anticipates generating revenue through the sales of Malarax during
the next fiscal year. The major shareholder's of the organization have committed
to fund the operations of the organization during the next fiscal year until the
organization can generate sufficient cash flow from operations to meet current
operating expenses and overhead.

NOTE 5 - STOCKHOLDER'S EQUITY

On January 10, 2001 the company sold 66,000 shares of common stock at a price of
$0.25 per share pursuant to Regulation S. Between March 14, 2001 and May 24,
2001 the company sold 950,000 shares of common stocks at a price of $0.25 per
share pursuant to Regulation S. The aforementioned $237,5000 from stock sales
have not yet been received by the corporation and are recorded as a diminution
of shareholders' equity as a share subscription receivable. Between March 14,
2001 and May 3, 2001 the company issued 75,000 shares of common stock, pursuant
to Regulation S, in settlement of general administrative expenses. The total
amount of these expenses was $ 18,750. These transactions were at arm's length
with third parties.

NOTE 6 - PATENT RIGHTS

On May 31, 2001, Millenia Hope and Liquid Asset Corp signed a finalized purchase
agreement that gives Millenia Hope the exclusive worldwide rights to oxygenate
intravenous solutions until September 1, 2005 with an option to purchase these
same rights for a further 5 years period. The purchase price for these rights to
September 1, 2005 is $ 500,000 in cash, already paid as an initial deposit, 6
million Millenia Hope common shares and 2 million non-registered common shares
of Sword Comp-Soft Corp. that are owned by Millenia.

Item 2. Plan of Operation.

<PAGE>


The following discussion should be read in conjunction with the financial
statements and related notes which are included elsewhere in this prospectus.
Statements made below which are not historical facts are forward-looking
statements. Forward-looking statements involve a number of risks and
uncertainties including, but not limited to, general economic conditions and our
ability to market our product.

Some of the statements hereunder are forward-looking statements that involve
risks and uncertainties. These forward-looking statements include statements
about our plans, objectives, expectations, intentions and assumptions and other
statements contained herein that are not statements of historical fact. You can
identify these statements by words such as "may," "will," "should," "estimates,"
"plans," "expects," "believes," "intends" and similar expressions. We cannot
guarantee future results, levels of activity, performance or achievements. Our
actual results and the timing of certain events may differ significantly from
the results discussed in the forward-looking statements. You are cautioned not
to place undue reliance on any forward-looking statements.

The business objectives of Millenia are twofold.

First and foremost is to establish MALAREX as an accepted control agent for the
treatment and prevention of malaria throughout the world. Not only do we believe
that MALAREX is an effective anti-malarial drug, it will also be made available
at prices that are adapted to the realities of the third world market. The
availability and pricing of MALAREX will hopefully ensure its acceptability and
use in the fight against malaria. To this end the company has entered into
clinical trials of MALAREX with the following three countries:

o    On October 5th, 1999 India's Directorate of Health accepted MALAREX for
     both in-vitro (test-tube) and in-vivo (live trials) testing. On February
     28th, 2000 the in-vitro tests were successfully completed and the in-vivo
     tests are scheduled to be run next.

o    On January 13th, 2000 Cameroun's Department of Health accepted MALAREX for
     both in-vitro and in-vivo testing. As of February 17th, 2000 the above
     testing was successfully concluded. The company is waiting for the final
     approval of the Department of Health for MALAREX to be sold in Cameroun.
     While management believes that sales of MALAREX should commence within the
     next six months in Cameroun, as there are no signed sales contracts and the
     company has not yet received its final certification, there is no basis for
     assurance that this will take place.

o    On January 26th, 2000 the Ministry of Health and Welfare of Equatorial
     Guinea accepted MALAREX for both in-vitro and in-vivo testing. As of
     February 27th, 2000 the in-vitro testing was successfully concluded and we
     are waiting for the in-vivo testing to be concluded. If this step is
     successful then final approval of the ministry of Health and Welfare would
     be needed to commence sales of MALAREX.

Millenia has adopted an extremely conservative sales forecast. In the face of
anti-malarial drug resistance, the need for more effective treatments will
continue to intensify. Once a network of local manufacturers and distributors
capable of producing and supplying MALAREX are in place, the demand for MALAREX
should increase commensurately.

It is estimated the demand for MALAREX will increase as it becomes an accepted
choice in the fight against malaria. Millenia chooses to remain conservative in
its sales estimation as it strives to attain its target goal of 2 % of the
marketplace in five years.

Achieving these modest levels will ensure both the viability and profitability
for both the Company and its shareholders.

Secondly, Millenia is committed to ongoing research and development to expand
the efficacy of MALAREX and its derivatives in fighting infectious diseases. To
this end, the company has a verbal agreement with one of its officers, Mr.
Guiseppe Bertelli Motta, VP of research and a co-discoverer of MALAREX whose

<PAGE>


profession is botanical research, that it will have the first right of refusal
on all the research carried on by him. As cash flow improves, further funding
will be committed to research and development.

As an integral part of this development, Millenia hopes to establish long term
relationships with other major organizations such as Rotary Against Malaria
(RAM), World Health Organization and the Centres for Disease Controls. It is
through these relationships that Millenia feels that they can best support the
efforts of such organizations to solve the problem of malaria by building an
infrastructure necessary to control this disease.

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

As the Company has not yet begun to sell the Product, it is difficult for
management to evaluate the growth curve of Product sales. However, given the
potential market size and the need for viable and effective drugs, the Company
believes that it will not have a problem generating sales thereby creating
positive cash flow once the Product is approved.

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

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

The Company intends to use the Internet for advertising as that currently allows
the greatest visibility for very small costs. In fact, the Company believes that
it will be able to obtain free access on certain websites looking for products
such as the Company's.

There is currently insufficient funds to adequately provide for the Company's
needs over the next twelve months, however, the officers and certain
shareholders have committed to fund the operations of the company during the net
twelve months until the company can generate sufficient cash flow from
operations to meet current operating expenses and overhead.

Liquidity and cash flow needs of the company

From December 1st, 2000 to May 31, 2001 the company and its subsidiary incurred
operating expenses and interest expenses in the amount of $ 880,450 while
recording net cash revenues of $ 168,464. From June 1st, 2001 to November 30th,
2001, the fiscal year end, the company anticipates that its net cash flow needs,
including that of its subsidiary, will be $ 350,000 primarily to cover day to
day operating expenses. These funds will be covered by revenue received and any
shortfalls will be met by the officers and certain shareholders as previously
outlined.

On January 20, 2000, after ongoing discussions, one of the founding shareholders
agreed to return his 1,000,000 shares to the company's treasury due to his

<PAGE>


inability to provide certain services to the corporation.

On May 29, 2000, the company acquired thirty five million seven hundred thousand
(35,700,000) shares of SWORD COMP-SOFT CORP., this being 51% of SWORD's
authorized capital, in exchange for five million (5,000,000) common shares, and
five million warrants (5,000,000), entitling the registered holder thereof to
purchase at any time from that date for a period of three (3) years, one share
of common stock at a price of two dollars ($2).

Sword was incorporated in November 1998 and commenced its activities in February
2000. Millenia had no affiliation with Sword prior to its successful negotiation
with that company to purchase a controlling interest in it. Mr. Leonard Stella
chief operating officer of Millenia Hope will fill the same post at Sword as
well as sitting on its Board of Directors. This will allow Millenia to both
monitor and guide Sword in its financial transactions and decisions.

As set out in its Registration Statement, Sword has adequate funding to finish
its first ASP and bring it to the market. Also, Sword is already generating
revenues and does not expect to need funding from Millenia for its initial 12
month period.

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

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

Cibecol operates one of the largest phyto-pharmaceutical plants in southern
Brazil. In addition to producing voacamine, the active agent in Malarex, Cibecol
would continue to produce its own group of 61 natural medicines that are
currently being Marketed in Brazil. This acquisition would be a key step forward
toward Millenia's goal of becoming a vertically integrated producer and
distributor of Malarex.

On April 12, 2001, Millenia agreed in principal to acquire 68% of CIBECOL
INDUSTRIAL FARMACEUTICA LTDA. The finalization of the acquisition will be
negotiated within a 90 day time frame.

Furthermore, Millenia, under the leadership of Dr. David Mulder, Millenia's
Vice-Chairman, and Dr. Rene Morel, a member of our scientific committee, will be
introducing a new concept which we call 02-IV, oxygenation of intravenous
solutions. Intravenous solution recipients will now be able to derive a positive
boost from the extra dose of oxygen delivered directly to their blood stream.

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

Animal tests run under the auspices of the Institute Armand Frappier in
Montreal, Quebec in August 2000 confirmed a significant increase, 40% and more,
in the blood level oxygen of the subject animals after the infusion of the
oxygenated intravenous solution.

The North American intravenous solution market, per estimates of Frost &

<PAGE>


Sullivan, is approximately $1.3 billion and the rest of the international market
is about an additional $1.5 billion.

On April 16, 2001, Millenia concluded an agreement in principal to license the
aforementioned technology, from Liquid Asset Corp. for $500,000 US in cash and a
further sum payable in Millenia Hope common shares to be determined within the
following 60 days. Millenia has already paid $500,000 US cash in the form of a
deposit held by LIQUID ASSET CORP.

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

Liquid Asset was incorporated on November 29, 1999 and commenced activities in
September 2000. Mr. Leonard Stella, Chief Operating Officer of Millenia Hope,
will fill the same position with Liquid Asset Corp. as well as sitting on its
Board of Directors.

On May 31st, 2001, Millenia Hope's wholly owned Canadian subsidiary, Millenia
Hope Pharmaceuticals Ltd. announced, that, based on its best estimates, it will
build a research and production laboratory, to be located in the greater
Montreal region, within the next 24 months.

<PAGE>


Part II other information

Item 2: Sales of Unregistered securities


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

1/10/2001     common shares  66,000     $ 16,500            Regulation S

3/14/2001     common shares 150,000     $ 37,500            Regulation S

                                        Settlement of
                                        General and
                                        Administrative
                                        Expenses

3/14/2001     common shares 30,000      $  7,500            Regulation S

                                        Settlement of
                                        General and
                                        Administrative
                                        Expenses

3/23/2001     common shares 25,000      $   6,250           Regulation S

4/5/2001      common shares 750,000     $ 187,500           Regulation S

                                        Settlement of
                                        General and
                                        Administrative
                                        Expenses

5/3/2001      common shares 20,000      $ 5,000             Regulation S

5/24/2001     common shares 50,000      $ 12,500            Regulation S


(b)  Reports on Form 8-K

     None



                                   SIGNATURES

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


                                                    Millenia Hope Inc.
                                                      (Registrant)



Dated July 11, 2001                                 By:  /s/ Leonard Stella
                                                         Chief Operating officer