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  29, 2000 Issuer had
outstanding 10,774,220 shares of Common Stock.


<PAGE>

                                      INDEX

PART I:  FINANCIAL INFORMATION


      Item 1.     Financial Statements

                    Balance Sheets (Unaudited) at February 29, 2000 and February
                    28,  1999  Statements  of income  (Unaudited)  for the three
                    months  ended  February  29,  2000 and  February  28,  1999.
                    Statements of shareholder's equity from December 24, 1997 to
                    February 29, 2000.  Statements of cash flows (Unaudited) for
                    the three  months  ended  February 29, 2000 and February 28,
                    1999.  Summary of Significant  Accounting  policies 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)
                                 BALANCE SHEET
                    FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
                                  (UNAUDITED)

                                     Assets
                                                              2000        1999
                                                              ----        ----

Current Assets

    Cash and cash equivalents                               $ 5.663    $ 9.075
      Total current assets                                    5.663      9.075
Property and equipment, net                                  42,722     57,159
Other assets                                              1,005,827    747,300

      Total assets                                        1,054,212    813.534

                      Liabilities and Shareholder's Equity

Current Liabilities
    Accounts payable                                        196.153    196.674
    Notes payable (principally related parties)                   -    781.878
    Other current liabilities                                20.350          -
      Total current liabilities                             216.503    978.552
    Long-term debt (net of discount)                              -    255.600

 Shareholder's Equity
    Common Stock, $.0001 par value; authorized                1.077      1.010
         70,000,000 shares; issued and outstanding
         10,774,220 in 2000 and 10,100,000 in 1999
    Paid in Capital                                       3,404,255    446.190
    Deficit accumulated during the development stage     (2,567,623)  (867.818)

      Total Shareholder's Equity                            837.709   (420.618)

       Total liabilities and shareholder's equity       $ 1,054,212  $ 813,534
                                                        ===========  =========

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

<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                              STATEMENT OF INCOME
         FOR THE 3 MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
                                  (UNAUDITED)


                                                   3 months ended
                                           February 29, 2000   February 28, 1999
                                     ----------------------- -------------------

Revenue:
       Licensing fees                                $ 7.500            $ 5.000

Operating expenses:
       Rent                                           19.100             19.100
       Selling, general and administrative expenses   29.402              9.860

          Total operating expenses                    48.602             33.960

          Loss before other income (expense)         (41.102)           (28.960)

Other income (expense):
       Interest expense                               27.770             16.458

          Total other income (expense)                27.770             16.458

Net Loss                                             (68.872)           (45.418)
                                                  ============          ========

Basic weighted average common shares outstanding  10,992,720         10,100,000
                                                  ============       ===========

Basic Loss per common share                        $ (0.0063)         $ (0.0045)
                                                  ============       ===========

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

<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                            STATEMENT OF CASH FLOWS
         FOR THE 3 MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
                                  (UNAUDITED)

<TABLE>

<S>                                                                        <C>                           <C>

                                                                                         3 Months Ended
                                                                            Feb. 29, 2000                 Feb 28, 1999
                                                                           -----------------             ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                               $ (68.872)                   $ (45.418)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
              Depreciation and amortization                                         3.514                        3.641
Changes in Operating assets and liabilities:
              Accounts Payable and Accrued Liabilities                             39.853                      (60.026)
                                                                           -----------------               ---------------

Net cash provided by/(used in) operating activities                               (25.505)                    (101.803)


CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by/(used in) investing activities                                     -                            -


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties (net of discount)                  (1,223,853)                     89.878
  Long term debt                                                                  (192.830)                          -
  Issuance of stock                                                              1,443,978                           -
                                                                           -----------------             ---------------

Net cash provided by/(used in) financing activities                                 27.235                      89.878
                                                                           -----------------             ---------------


Net increase (decrease) in cash and cash equivalents                                 1.730                     (11.925)
Cash and cash equivalents, beginning of period                                       3.933                      21.000
                                                                           -----------------             ---------------

Cash and cash equivalents, end of period                                           $ 5.663                     $ 9.075
                                                                           =================             ===============
</TABLE>

Read the accompanying summary of significant accounting policies and notes to
financial statement, both of which are an integral part of this financial
statement.

<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                       STATEMENT OF SHAREHOLDERS' EQUITY
          FROM INCEPTION (DECEMBER 24, 1997) THROUGH FEBRUARY 29, 2000
                                  (UNAUDITED)


<TABLE>

<S>                                                    <C>            <C>            <C>            <C>              <C>
                                                                                                     Deficit during      Total
                                                                        Common          Paid in       Development    Shareholders'
                                                         Shares          Amount         Capital          Stage           Equity
                                                     ----------------  ------------  --------------  --------------  ---------------


Balance, beginning December 01, 1997:                              -           $ -             $ -             $ -              $ -


Proceeds from December 1997 private placement              4,000,000           400          19,800                           20,200

Proceeds from February 1998 private placement              6,100,000           610         426,390                          427,000

Net loss year ended November 30, 1998                                                                     (822,400)        (822,400)
                                                     ----------------  ------------  --------------  --------------  ---------------

Balance at November 30, 1998                              10,100,000         1,010         446,190        (822,400)        (375,200)

March 20, 1999 settlement of marketing contracts           1,111,220           111       1,514,104                        1,514,215

Net loss year ended November 30, 1999                                                                   (1,676,351)      (1,676,351)
                                                     ----------------  ------------  --------------  --------------  ---------------

Balance, at November 30, 1999:                            11,211,220         1.121       1,960,294      (2,498,751)        (537,336)

Proceeds from January 17, 2000
Issuance of common shares                                    563.000            56          50.614                           50.670

January 20, 2000 cancellation of comon shares             (1,000,000)         (100)            100                                -

Proceeds from February 28, 2000
Issuance of Warrants                                               -             -       1,393,247                        1,393,247

Net loss three months ended February 28, 2000                                                              (68,872)         (68,872)
                                                          ----------   ------------- ------------    -------------   --------------
                                                          10,774,220   $       1,077 $  3,404,255    $  (2,567,623)  $      837,709
                                                          ==========   ============= ============    =============   ==============

Read the accompanying summary of significant accounting policies and notes to
financial statement, both of which are an integral part of this financial statement.

</TABLE>

<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
             3 MONTHS Ended FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
                                   (UNAUDITED)

Basis of accounting:
    Millenia  Hope Inc.  prepares its financial  statements  in accordance  with
    generally accepted accounting principles.  This basis of accounting involves
    the application of accrual accounting;  consequently, revenues and gains are
    recognized  when  earned,  and  expenses  and  losses  are  recognized  when
    incurred.  Financial statement items are recorded at historical cost and may
    not necessarily represent current values.

Management estimates:
    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,
    disclosure of contingent assets and liabilities at the date of the financial
    statements,  and the reported  amounts of revenues  and expenses  during the
    reporting period.  Certain amounts included in the financial  statements are
    estimated based on currently available information and management's judgment
    as to the outcome of future  conditions  and  circumstances.  Changes in the
    status of certain facts or circumstances could result in material changes to
    the estimates  used in the  preparation  of financial  statements and actual
    results  could differ from the estimates  and  assumptions.  Every effort is
    made to ensure the integrity of such estimates.

Fair value of financial instruments:
    The carrying amounts of cash and equivalents,  accounts receivable, accounts
    payable and accrued liabilities approximate their fair values because of the
    short duration of these instruments.

Cash and cash equivalents:
    The Company considers all highly liquid investments with original maturities
    of ninety days or less to be cash and cash equivalents. Such investments are
    valued at quoted market prices.

Property, equipment and depreciation:
    Property and  equipment  are stated at cost less  accumulated  depreciation.
    Depreciation is computed using the double declining  balance method over the
    estimated useful lives when the property and equipment is placed in service.

                                                     Estimate Useful Life
                                                           (In Years)

                  Office Furniture and Equipment               10

    Leashold improvements are amortized over their estimated useful lives or the
    estimated useful lives of the leasehold improvements, whichever is shorter.

    The  cost of  fixed  assets  retired  or sold,  together  with  the  related
    accumulated  depreciation,  are  removed  from  the  appropriate  asset  and
    depreciation  accounts,  and the  resulting  gain or loss is included in net
    earnings.

<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
             3 MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
                                  (UNAUDITED)


Intangibles:
    Intangibles  represent  patent rights are recorded at cost, less accumulated
    amortization.   Patent  rights  are   amortized  to  operations   using  the
    straight-line  method  over a ten year  term,  which is less  than the legal
    patent term of 17 years. Amortization of patent rights which is considered a
    capitalized  R&D-related  asset is charged to R&D expense.  Amortization  on
    patents rights will begin when the company commences operations. Intangibles
    held and  used by the  Company  are  reviewed  and  evaluated  for  possible
    impairment whenever events or changes in circumstances indicate the carrying
    amount of an asset may not be recoverable through the estimated undiscounted
    future  cash flows  resulting  from the use of these  assets.  When any such
    impairment  exists,  the related  assets will be written down to fair value.
    This  policy  is in  accordance  with  SFAS  No.  121,  "Accounting  for the
    Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed
    Of."

Recent Accounting Pronouncements:
    The  Statement  of  Financial  Accounting  Standards  Board  (SFAS) No. 130,
    "Reporting  Comprehensive  Income," was issued by the  Financial  Accounting
    Standards  Board (FASB) in June 1997. This Statement  establishes  standards
    for the reporting and display of  comprehensive  income and its  components.
    Comprehensive  income  including,   among  other  things,  foreign  currency
    translation   adjustments  and  unrealized   gains  and  losses  on  certain
    investments  in debt and  equity  securities.  Also in June  1997,  the FASB
    issued SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
    Information." This Statement establishes standards for reporting information
    about operating segments in annual financial  statements,  and requires that
    an  enterprise  report  selected  information  about  operating  segments in
    interim  reports  issued  to  shareholders.  Both of  these  Statements  are
    effective for fiscal periods  beginning after December 15, 1997. The Company
    does not expect the adoption of these  statements to have a material  impact
    on its financial condition or results of operations.

<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS
             3 MONTHS Ended FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
                                   (unaudited)



1.       Organization and business
         Millenia  Hope  Inc.  was  incorporated  in the  State of  Delaware  on
         December  24,  1997.  The Company  participates  in the  treatment  and
         prevention of malaria. Through its acquisition of the patent rights for
         Malarax and Strychnos,  the company will further develop and distribute
         Malarax as the dominant  control agent for the treatment and prevention
         of malaria  throughout  the world.  Although there is no assurance that
         the patent  will ever be issued,  management  feels the  likelihood  of
         issuance is probable  (high) due to the positive test results  attained
         in clinical studies.

2.       Concentrations of credit risk
        Financial   instruments  which   potentially   subject  the  Company  to
        concentrations  of  credit  risk  consist   principally  of  cash,  cash
        equivalents  and accounts  receivable.  The credit risk  associated with
        cash and cash equivalents is considered low due to the credit quality of
        the financial institutions.  The Company maintains, when appropriate, an
        allowance for uncollectible receivables. Therefore, no additional credit
        risk beyond amounts provided for collection  losses is believed inherent
        in the Company's  receivables and to date have been within  management's
        expectations.

3.       Details of financial statement components

                                                             2000         1999
                                                            ------        ----

        Property and Equipment:
           Furniture and Fixtures                        $ 15,900     $ 15,900
           Leasehold Improvements                          60,100       60,100
                                                           ------       ------
                                                           76,000       76,000
           Accumulated Depreciation/Amortization           33,278       18,841
                                                           ------       ------
          Property, and Equipment, net                   $ 42,722     $ 57,159
        Other Assets:
            Patent rights
             Patent rights - Malarex                     $747,300     $747,300
             (Purchased January 7, 1998)
             Patent rights - Strychnos                    258,527
                                                          -------
             (Purchased June 1, 1999)                 $ 1,005,827      747,300

           The purchase of the patents rights included the Italian  application,
           PCT  applications  which extends the patent globally and all priority
           rights  associated  with the  patent.  All of these  components  were
           purchased in a lump sum package which was determined to be their fair
           market value on the purchased dates.  The transactions  were at arm's
           length. No portion of these amounts relate to trademarks.

             Other Current Liabilities:
           Deferred Revenue                               $ 2,500      $     -
           Accrued Expenses                                17,850            -
                                                     ------------  -------------

                                                         $ 20,350      $     -

<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                       NOTES TO THE FINANCIAL STATEMENTS
             3 MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
                                  (UNAUDITED)


4.       Note Payables :
           Related Party:
           Promissory Note Payable - C. Villenueve,           -        781,878
                                                                       -------
           a shareholder, unsecured, interest at 8%           -      $ 781,878
           per annum, no maturity date.

5.       Long-term debt
           Promissory Note - Giuseppe Motta and               -      $ 255,600
                                                                       -------
           Silvio Rossi, unsecured, discounted for  8%        -
           Imputed interest; annual payments of $44,400
           for 5 years and a final payment of $33,600

On February 29, 2000  $1,393,247 of long term debt and related party  promissory
notes payable were converted into 4.644.156 warrants exercisable at $1 per share
until November 30, 2002.


6.       Commitments, contingencies and litigation
        Office rent agreement:
           On  December  27,  1997,  the  company  entered  into an office  rent
           agreement with 9033-0176 Quebec Inc. for office space. This agreement
           also   includes   the  full  usage  of  all  office   equipment   and
           receptionist.  This  agreement is for a term of 5 year and the annual
           rental amount is $79,325.

        Auto Reimbursement
           The company has agreed to reimburse Claude Villenueve, a shareholder,
           each month an amount of $1,040  relating to auto expenses used in the
           course of business.

        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 $68,872  for the 3 months  ended  February  29,  2000 and has
           reported net losses of $2,567,623 from inception  (December 24, 1997)
           to February 29, 2000. As reported on the statement of cash flows, the
           Company  incurred  negative cash flows from  operating  activities of
           $25,505 for the 3 months  ended  February  29, 2000 and has  reported
           deficient  cash flows from  operating  activities of $2,372,561  from
           inception  (December 24, 1997).  To date,  these losses and cash flow
           deficiencies  have  been  financed  principally  through  the sale of
           common  stock  ($1,890,040)  and the  issuance  of  common  stock  in
           settlement  of  contractual  obligations   ($1,514,215).   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  Malarax.  Management  anticipates
           generating  revenue  through the sales of Malarax  during this fiscal
           year. The major  shareholder's of the organization  have committed to
           fund the operations of the  organization  during the next fiscal year
           until  the  organization  can  generate  sufficient  cash  flow  from
           operations to meet current operating expenses and overhead.


<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                       NOTES TO THE FINANCIAL STATEMENTS
             3 MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
                                  (UNAUDITED)

7.        Comprehensive income (loss)

          The Company adopted Statement of Financial Accounting Standards (SFAS)
          No.  130,  "Reporting  Comprehensive  Income".  SFAS  130  establishes
          standards for the reporting and display of comprehensive income (loss)
          and its components in the financial  statements.  The adoption of this
          statement did not result in a change in the Company's disclosure.

8.       Related Parties

         As  discussed  in Note 6, the company  has an  agreement  to  reimburse
         Claude  Villenueve,  a  shareholder , monthly for auto  expenditures  a
         standard amount of $1,040.

          On  January  9, 1998,  the  company  entered  into an  agreement  with
          L'Espoir Du Millenaire  Inc.  whereby  L'Espoir Du Millenaire Inc. has
          exclusive  marketing and distributor  rights for the product  Malarax.
          The agreement is for 5 years and requires  L'Espoir Du Millenaire Inc.
          to make  annual  payments  of $30,000 to  Millenia  Hope Inc.  for the
          exclusive  rights.  The  agreement  also  allows  for  renewal  of the
          exclusivity  for an  additional 5 years  provided  that certain  sales
          quotos have been met.  L'Espoir Du Millenaire Inc. is owned Mr. Claude
          Villenueve, a shareholder in Millenia Hope Inc.

9.       Income Taxes
         The Company did not  provide  any  current or  deferred  United  States
         federal,  state or foreign  income  tax  provision  or benefit  for the
         period  presented  because it has  experienced  operating  losses since
         inception.  The Company has provided a full valuation  allowance on the
         deferred  tax  asset,   consisting  primarily  of  net  operating  loss
         carryforwards, because of uncertainty regarding its realizability.

10.      Shareholders' Equity
         In March 1999, the Company issued  1,111,220  shares of common stock in
         settlement of marketing  agreements  established with organizations who
         will develop and market the Company and its product  Malarex  globally.
         The total marketing cost was  $1,514,215.  The company's share value on
         that  date  was  trading  on the OTC  Bulletin  Board at  $1.3627.  The
         transaction was at arm's length with third parties.

11.      Warrants and Options

         In  1998,  the  Company,   in  accordance  with  it  private  placement
         memorandum  to sell  6,100,000  units (each unit  consisting of one (1)
         share of common stock and one (1) warrant),  sold  6,100,000  shares of
         common stock.  Each warrant  entitles the registered  holder thereof to
         purchase at any time from the date for a period of three (3) years, one
         share of common  stock at a price of $0.09.  As of February  29,  2000,
         5,537,000 warrants were outstanding.


         On  January  29,  1999  the  company  granted  210,000  options  to its
         President,  Leonard  Stella.  The  options  vest 70,000 per year over a
         three year period.  The options are  exercisable at $1.50 per share and
         expire on December 31,  2003.  The total dollar value of the options at
         the date of grant was $315,000.  The fair market value of the company's
         stock which was tradable on the OTC Bulleting Board was $1.50.

<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                       NOTES TO THE FINANCIAL STATEMENTS
             3 MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
                                  (UNAUDITED)


     Warrants and Options (continued):

         On January 29, 1999 the company  granted  150,000  options to its Chief
         Executive Officer,  Dominique Morisot. The options vest 50,000 per year
         over a three year  period.  The  options are  exercisable  at $1.50 per
         share and expire on December  31,  2003.  The total dollar value of the
         options at the date of grant was $225,000. The fair market value of the
         company's  stock  which was  tradable  on the OTC  Bulleting  Board was
         $1.50.

         On January  29,  1999 the company  granted  50,000  options to its Vice
         President  Human Resource,  Ronald Lapenna.  The options vest after one
         year.  The  options  are  exercisable  at $1.50 per share and expire on
         December 31, 2003. The total dollar value of the options at the date of
         grant was $75,000.  The fair market value of the company's  stock which
         was tradable on the OTC Bulleting Board was $1.50.

         On January  29,  1999 the company  granted  50,000  options to its Vice
         President Finance, George Haligua. The options vest after one year. The
         options are  exercisable  at $1.50 per share and expire on December 31,
         2003.  The total  dollar  value of the options at the date of grant was
         $75,000.  The  fair  market  value of the  company's  stock  which  was
         tradable on the OTC Bulleting Board was $1.50.

         On August 30, 1999, the Company granted 100,000 options to its chairman
         of the Board,  Dr.  Alain Soucy.  The options vest after one year.  The
         options are  exercisable  at $0.30 per share and expire on December 31,
         2003.  The total  dollar  value of the options at the date of grant was
         $30,000.  The  fair  market  value of the  company's  stock  which  was
         tradable on the OTC Bulleting Board was $.30.

         In October  1995,  the  Financial  Accounting  Standards  Board  issued
         Statement  of  Financial   Accounting   Standards   ("SFAS")  No.  123,
         "Accounting for Stock-Based  Compensation".  The Company has determined
         that it will continue to account for employee stock-based  compensation
         under Accounting  Principles Board No. 25 and elect the disclosure-only
         alternative  under SFAS No. 123. The fair value of a share of nonvested
         stock is measured at the market price of a share on the grant date. The
         proforma  effect to net income and  earnings  per share is reflected as
         follows:

                                                                    Inception
                                                              December 24, 1997
                                                                     Through
                                                              February 29, 2000
         Net Income after proforma effect                          $(2,567,623)
         Earnings per share after proforma effect                  $ (0.2335)

12.      Earnings (Loss) per common 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>


Item 2.  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  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.  Management believes that sales of MALAREX should commence
         within the next six months in Cameroun.
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.

<PAGE>

It is estimated  the demand for MALAREX will  increase as it becomes an accepted
choice in the fight against malaria.  Once it has proven its  effectiveness  and
availability,  it could be among the leaders in the field. Despite this positive
conviction,  Millenia chooses to remain  conservative in its sales estimation as
it strives to attain its 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
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 commited 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 Centers 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.

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.

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.

At present the only  significant  cash outlay of the Company is for rent as well
as legal and accounting  fees incurred by the Company as it prepares this filing
and filings  associated  with being a  reporting  company  (quarterly  unaudited
reports,  annual  reports,  etc.).  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, 1999 to February 28th,  2000 the company  incurred  operating
expenses  of $ 41,102 and  interest  expenses  in the  amount of  $27,770  while
recording  net cash revenues of $7,500.  From March 1st, 2000 to November  30th,
2000, the fiscal year end, the company  anticipates that its net cash flow needs
will be $123,000 primarily to cover day to day operating  expenses.  These funds
will be  covered  by  revenue  received  and any  shortfalls  will be met by the
officers and certain shareholders as previously outlined.

<PAGE>

On February 22, 2000 Dr. David Mulder  joined the Board of Directors of Millenia
Hope as its Vice-Chairman of the Board. Dr Mulder, a world-renowned physician in
several  disciplines,  was the former chairman of Montreal's  McGill  University
department of surgery and the  surgeon-in-chief at the Montreal General Hospital
for 21 years. Dr Mulder has held leading  positions in several important medical
associations.

The Company intends to continue  conducting  product research and development as
mentioned  previously.  The Company  will, in the future,  retain  marketing and
public relations consultants as necessary, and hire support staff when warranted
by its sales volume on an as needed basis.


<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

1/17/2000         Common         563,000  $ 50,670          Regulation  S
                  Shares

2/28/2000         Warrants     4,644,156   conversion of    Regulation  S
                  exercisable              $ 1,393,247
                  at $1.00 per             of debt
                  share until
                  11/30/2002



<PAGE>


ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         27.           Financial Data Schedule (2/29/00)

(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 14, 2000                             By: /s/Leonard Stella
                                                      President and Treasurer