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  February  28, 2002 Issuer had
35,806,265 outstanding shares of Common Stock.

<PAGE>

                                      INDEX

PART I: FINANCIAL INFORMATION

     Item 1. Financial Statements

             Consolidated Balance Sheet (Unaudited) at February 28, 2002.

             Consolidated  Statement  of  operations  (Unaudited)  for the three
             months  ended  February  28,  2002 and  February  28, 2001 and from
             inception (December 24, 1997) to February 28, 2002.

             Consolidated  Statements  of cash flows  (Unaudited)  for the three
             months  ended  February  28,  2002 and  February  28, 2001 and from
             inception (December 24, 1997) to February 28, 2002.

             Notes to the Financial Statements (Unaudited)

     Item 2. Plan of Operations

PART II.  Other Information

     Item 2. Sale of Unregistered Securities

     Item 6. Exhibits and Reports on Form

     SIGNATURES

<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                           CONSOLIDATED BALANCE SHEET
                              AT FEBRUARY 28, 2002
                                   (UNAUDITED)


                                     Assets
                                     ------

Current Assets
     Cash and cash equivalents                                   $         0
     Accounts Receivable                                             153,469
     Note Receivable - Related Party                                 162,139
     Other current assets                                              9,800
                                                                 -----------

       Total current assets                                          325,408
Property and equipment, net                                           62,345
Other Asset                                                        2,800,000
                                                                 -----------
Total assets                                                       3,187,753
                                                                 ===========

                      Liabilities and Shareholder's Equity
                      ------------------------------------

Current Liabilities
     Bank Indebtedness                                                   241
     Accounts payable and accrued liabilities                         99,892
     Notes payable (principally related parties)                     197,816
     Other current liabilities                                         2,500
                                                                 -----------

       Total current liabilities                                     300,449

Minority Interest                                                     81,724

 Shareholder's Equity
     Common Stock, $.0001 par value; authorized
          70,000,000 shares; issued and outstanding 35,806,265         3,581
     Warrants                                                      1,393,247
     Paid in Capital                                               6,632,975
     Shares Subscriptions receivable                                (370,469)
     Cost of Treasury Shares                                             100
     Deficit accumulated during the development stage             (4,853,854)
                                                                 -----------

       Total Shareholder's Equity                                  2,805,580
        Total liabilities and shareholder's equity               $ 3,187,753
                                                                 ===========

     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 ENDED FEBRUARY 28, 2002 AND FEBRUARY 28, 2001
                          AND THE PERIOD FROM INCEPTION
                    (DECEMBER 24, 1997) TO FEBRUARY 28, 2002.
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                    INCEPTION
                                                                              3 months ended     (Dec. 24, 1997)
                                                          February 28, 2002    Feb. 29, 2001      Feb.28, 2002
                                                          -----------------    -------------      ------------
<S>                                                            <C>                <C>                <C>
Revenue:                                                       120,158            101,309            828,777
Cost of Revenues                                                40,154             90,660            453,566
                                                           -----------        -----------        -----------
                                                                80,004             10,649            375,211

Operating expenses:
       Marketing                                                    --                 --          1,631,619
       Patent Rights                                                --                 --          1,005,827
       Other Development Costs                                      --                 --            861,571
       Travel                                                       --              2,675            234,859
       Rent                                                     23,600             23,600            313,410
       Selling, General and administrative expenses             39,176             26,031          1,033,996

          Total operating expenses                              62,776             51,706          5,081,282

 Income (Loss) before other income (expense)                    17,228            (41,057)        (4,706,071)

Other income (expense):
       Interest expense related party                           (3,403)              (974)          (170,126)
       Interest income related party                             2,778                 --             15,209

         Total other income (expense)                             (625)              (974)          (154,917)

Net Income (Loss) before Minority Interest                      16,603            (42,031)        (4,860,988)

Minority Interest in net income (loss) of subsidiary            15,272             (3,970)            (7,134)

Net Income (loss)                                                1,331            (38,061)        (4,853,854)
                                                           ===========        ===========        ===========

Basic weighted average common shares outstanding            35,567,752         14,871,538         16,856,933
                                                           ===========        ===========        ===========

Basic Loss per common share                                     0.0000            (0.0026)           (0.2879)
                                                           ===========        ===========        ===========
</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)
                      CONSOLIDTAED STATEMENT OF CASH FLOWS
       FOR THE THREE MONTHS ENDED FEBRUARY 28, 2002 AND FEBRUARY 28, 2001
                        AND THE PERIOD FROM THE INCEPTION
                    (DECEMBER 24, 1997) TO FEBRUARY 28, 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                  Inception
                                                                                    Three Months             (December 24, 1997)
                                                                                  Ended February 28,               through
                                                                            ------------------------------
                                                                               2002                2001       February 28, 2002
                                                                            ----------          ----------    ------------------
<S>                                                                            <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                              1,331             (38,061)         (4,853,854)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
             Depreciation and amortization                                     6,715               8,211              89,591
            Issuance of stock for general & administrative expenses               --                  --              18,750
             Issuance of stock for marketing services                             --                  --           1,544,215
             Issuance of note for other development costs                         --                  --             817,226
             (subsequently converted to warrants)
             Interest expense settled with issuance of note                       --                  --              27,770
             (subsequently converted to warrants)
           Interest expense - related party                                    3,403                 974              20,488
           Interest income - related party                                    (2,778)                 --             (15,209)
Changes in Operating assets and liabilities:
             Receivables and other Assets                                    (21,458)             14,458            (310,199)
             Payables and Accrued Liabilities                                (16,924)             (9,912)             99,892
                                                                          ----------          ----------          ----------

Net cash provided by/(used in) operating activities                          (29,711)            (24,330)         (2,561,330)


CASH FLOWS FROM INVESTING ACTIVITIES:

Bank Indebtedness                                                             (1,186)                 --                 241
Purchase of Property and equipment                                                --                  --            (128,715)
Issuance of stock for subsidiaries cash balance                                   --                  --              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                  15,272              (3,970)             (7,134)
Deposits on future acquisitions                                                   --                  --          (1,000,000)
                                                                          ----------          ----------          ----------

Net cash provided by/(used in) investing activities                           14,086              (3,970)           (977,416)


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties                                      --                  --           1,416,045
  Issuance of stock                                                           15,625              16,500             957,701
  Contribution to Paid in Capital                                                 --                  --           1,165,000
                                                                          ----------          ----------          ----------

Net cash provided by/(used in) financing activities                           15,625              16,500           3,538,746
                                                                          ----------          ----------          ----------


Net increase (decrease) in cash and cash equivalents                              --             (11,800)                 --
Cash and cash equivalents, beginning of period                                    --              14,550                  --
                                                                          ----------          ----------          ----------
Cash and cash equivalents, end of period                                          --               2,750                  --
                                                                          ==========          ==========          ==========
</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 of 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
76,54% of Sword Comp-Soft Inc's outstanding shares at May 29, 2000.

The following assets were acquired through this transaction:

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

The following liabilities were assumed through this transaction:

Accounts payable and accrued liabilities                          4,500

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

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

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

<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

                                FEBRUARY 28, 2002

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.

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

The company also recognizes  revenue from its subsidiary,  providing  technology
related services, such internet site hosting and software consulting. Revenue is
recognized when the service is performed.

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

NOTE 3 - NET LOSS PER SHARE

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

<PAGE>

NOTE 4 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming the
Company will continue as a going concern.  The company  reported a net income of
$1,331 for the three months  ended Feb 28, 2002 as well as reporting  net losses
of  $4,853,854  from  inception  (December  24, 1997) to February  28, 2002.  As
reported on the  statement of cash flows,  the Company had  negative  cash flows
from  operating  activities  of $29,711 for the three months ended  February 28,
2002  and has  reported  deficient  cash  flows  from  operating  activities  of
$2,561,330 from inception  (December 24, 1997).  To date,  these losses and cash
flow  deficiencies  have been  financed  principally  through the sale of common
stock $957,701 and short term debt $1,416,045 which is principally related party
debt.

Additional  capital and/or borrowings will be necessary in order for the Company
to continue in existence until attaining and sustaining  profitable  operations.
Management  has  continued  to develop a strategic  plan to develop a management
team,  maintain reporting  compliance and establish long term relationships with
other  major  organizations  to develop  and  distribute  the  product  Malarex.
Management  anticipates  generating  revenue  through  the sales of  Malarex(TM)
during the next fiscal year. The major  shareholder's of the  organization  have
committed to fund the operations of the organization during the next fiscal year
until the organization can generate sufficient cash flow from operations to meet
current operating expenses and overhead.

NOTE 5 -  ACQUISITION OF SWORD COMP-SOFT

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

NOTE 6 - STOCKHOLDER'S EQUITY

Between  December 2, 2001 and February 14, 2002 the company sold 613,750  shares
of common  stock at a price of $0.125 per share  pursuant to  Regulation  S. The
aforementioned  $76,719  from  stock  sales  have not yet been  received  by the
corporation and is recorded as a diminution of  shareholder's  equity as a share
subscription receivable.

On February 14, 2002 the company sold 125,000  shares of common stock at a price
of $0.125 per share pursuant to Regulation S.

<PAGE>

NOTE 7 - 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 cash, 6 million  Millenia Hope common shares and
2 million non-registered common shares of its subsidiary,  Sword Comp-Soft Corp,
that were owned by Millenia.

NOTE 8 - OTHER ASSETS

On October 9, 2001,  Millenia Hope acquired a 68% interest in assets,  comprised
of land,  plant and equipment  located in Brazil to be used in the production of
MalarexTM.  The purchase price was $500,00 cash, 7 million  Millenia Hope shares
and 1 million  non-registered  common shares of its subsidiary,  Sword Comp-Soft
Corp, that were owned by Millenia.

Plan of Operation

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

Some of the statements  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.

The  business  objective  of  Millenia  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
affected  market.  The  availability  and pricing of MALAREX,  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 MALAREX

To  date,  Malarex(TM)  has had  positive  test  results  for  its  non-toxicity
(Institute  of  Superior  Health,   Rome  1997)  and  successful  In-Vivo  tests
(Mozambique 1997, Madagascar 1998, Cameroon 1999 and 2001)

On September  26, 2000  Millenia's  PCT  (International)Patent  Application  was
accepted and Millenia is now in the process of registering its patent protection
on the National level (52 countries). As well, Malarex(TM) trademark application
are pending in the aforementioned 52 countries.

As of February 28, 2002, Millenia Hope had received 2 sales  authorizations from
West African nations, Congo (Brazzaville) and Guinea (Conakry).  We are awaiting
sales  authorizations  from  several  other  West  African  nations.   Based  on
managements  best  estimates,  Millenia  hopes to sell 2 million  treatments  of
Malarex or $12million by the end of fiscal 2002.

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.

<PAGE>

It is estimated  the demand for MALAREX  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  2% (between  $180-$200
million) of the marketplace in five years.  According to the company's  internal
estimates, based upon it's knowledge of the industry, attaining this sales level
will ensure the viability and profitability of the Company for its shareholders.
No assurances can be given that the Company will meet its sales goals.

Furthermore, Millenia is committed to ongoing research and development to expand
the efficacy of MALAREX and its derivatives in fighting infectious diseases.
As an  integral  part of this  effort,  Millenia  will  collaborate  with  major
research centers as well as governmental and  non-governmental  organizations to
combat the scourge that is malaria.

There is  currently  insufficient  funds to adequacy  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  flows  from
operations to meet current operating expenses and overhead.

Liquidity and cash flow needs of the company

From  December  1st,  2001 to February  28, 2002 the company and its  subsidiary
incurred  operating  and  interest  expenses  in the  amount of  $103,555  while
recording net cash revenues of $120,158.  from March 1st, 2002 to November 30th,
2002, the fiscal year end, the company anticipates that its net cash flow needs,
including that of its subsidiary,  will be $500,000 primarily to cover day today
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.

SWORD COMP-SOFT CORP. an (ASP)  Application  Service  Provider,  incorporated in
November 1998 specializing in the E-Healthcare  sector,  commenced activities in
February 2000.

Sword has what it believes  is some of the most  advanced  technology  currently
available  in the field of  e-Healthcare  and that it will be in a  position  to
offer a range of application services designed around the concept of providing a
series of useful,  on line  interactive  health  services and  facilities  in an
attractive,  convenient format to people in their electronic environments. These
application   services  include  the  identification  and  personal  logging  of
disease(s) and  strategies to cope with long term health issues from  nutrition,
wellness and health in a "patient driven" format.  Sword is nearing the imminent
completion of its first ASP (2nd Quarter 2002).

Sword has already generated revenue and at its November 30, 2001 year end Sword
broke even. Per its best estimates, Sword expect to generates a net profit by
its November 30, 2002 year end.

Sword's registration  statement was accepted by the Security Exchange Commission
of the  United  States  on July  16,  2001  and is a  reporting  company.  It is
presently  in the  process  of  applying  to the NASD to be able to trade  their
shares on the over The Counter Market.

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.

On October 9, 2001  Millenia  Hope and  Cibecol  Industrial  Farmaceutica  Ltda.
signed a purchase agreement via which Millenia will acquire 68% of the assets of
Cibecol for $500,000 in cash, 7 million  shares of Millenia  Hope common  shares
and 1 million common shares of Sword Comp-Soft.,  a subsidiary of Millenia Hope,
that are owned by Millenia.

Cibecol,  incorporated and headquartered in Brazil,  operates one of the largest
phyto-pharmaceutical  plants in  Southern  Brazil out of its 20,000  square foot

<PAGE>

manufacturing facility and also owns 82 hectares of arable land, located in
Porto Allegre, Brazil. Millenia will use the Brazilian facility for the
production of voacamine, the active agent in Malarex(TM). Cibecol will continue
to produce its own group of 61 natural medicines.

Furthermore, Millenia, under the leadership of its scientific committee, expects
to  introduce 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.

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

On May 31,  2001,  Millenia  Hope and  Liquid  Asset  Corp.  signed  a  purchase
agreement,  the terms of which give Millenia the exclusive  worldwide  rights to
oxygenate  intravenous  solutions  until  September  1,  2005  with an option to
purchase  these same rights for a further 5 year period.  The purchase price for
these rights to September 1, 2005 is $500,000 in cash, 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,  a  manufacturer  of oxygenated  and  specialized  beverages,  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.

Millenia  has come to an  agreement  to utilize the  services of Ropack,  an FDA
approved,  HACCP  and cGMP  Compliant  and ISO 9002  certified  corporation,  to
perform quality control and all encapsulating of MALAREX(TM), confirming to U.S.
and  Canadian  manufacturing  standards.  Assure the highest  possible  level of
quality via product  analysis  and  homogeneity  testing for  MALAREX(TM).  This
manufacturing facility,  fully adhering to the highest quality standards of good
manufacturing procedures,  gives credence and assurance of the purity and safety
of our final product. Ropack is accredited by both the U.S. and Canadian armies.

Part II other information

Item 2: Sales of Unregistered securities

<TABLE>
<CAPTION>
Date of              Title of            Number       Consideration       Exemption from
Sale                 Security             Sold          Received        Registration claimed
<S>                <C>                    <C>            <C>                <C>
12/02/2001         common shares          25,000         $ 3,125            Regulation S

1/10/2002          common shares         250,000         $31,250            Regulation S

1/17/2002          common shares          68,750         $ 8,594            Regulation S

1/24/2002          common shares         145,000         $18,125            Regulation S

2/14/2002          common shares         250,000         $31,250            Regulation S
</TABLE>

(b) Reports on Form 8-K

    None

<PAGE>

                                   SIGNATURES

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

                                                    Millenia Hope Inc.
                                                       (Registrant)



Dated April 15, 2002                                By:  /s/ Leonard Stella
                                                         Chief Operating officer