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 151, 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, 2004 Issuer had 58,862,639
outstanding shares of Common Stock.

                                      INDEX

PART I: FINANCIAL INFORMATION

      Item 1. Financial Statements

         Balance Sheet (Unaudited) at May 31, 2004.

         Statement of operations (Unaudited) for the three months and six months
         ended May 31, 2004 and May 31, 2003 and from inception (December 24,
         1997) to May 31, 2004.

         Statements of cash flows (Unaudited) for the six months ended May 31,
         2004 and May 31, 2003 and from inception (December 24, 1997) to May 31,
         2004.

         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

Exhibit 31.1 Form of Officer's Certificate Pursuant to Section 302

Exhibit 31.2 Form of Officer's Certificate Pursuant to Section 302

Exhibit 32 Certification of Principal Executive Officer and Principal Financial
Officer

      SIGNATURES
<PAGE>
                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                  BALANCE SHEET
                                 AT MAY 31, 2004
                                   (UNAUDITED)
                                     Assets

<TABLE>
<CAPTION>
<S>                                                                             <C>
Current Assets
     Cash and cash equivalents                                                  $       586
                                                                                -----------
       Total current assets                                                             586
Notes Receivable - Related Party                                                    589,396
Property and equipment, net                                                           3,752
Other Asset                                                                               1
                                                                                -----------
Total assets                                                                    $   593,735
                                                                                ===========

                      Liabilities and Shareholder's Equity

Current Liabilities
     Accounts payable and accrued liabilities                                   $    55,386
     Notes payable (principally related parties)                                         31
                                                                                -----------

       Total current liabilities                                                     55,417
                                                                                -----------

 Shareholder's Equity
     Common Stock, $.0001 par value;
        Authorized 70,000,000 shares;
        issued and outstanding 58,862,639                                             5,886
     Warrants                                                                     1,393,247
     Paid in Capital                                                              8,266,685
     Cost of Treasury Shares                                                            100
     Deficit accumulated during the
      development stage                                                          (9,127,600)
                                                                                -----------

       Total Shareholder's Equity                                                   538,318
       Total liabilities and shareholder's equity                               $   593,735
                                                                                ===========
</TABLE>

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)
                             STATEMENT OF OPERATION
            FOR THE THREE MONTHS ENDED MAY 31, 2004 AND MAY 31, 2003
                       FROM INCEPTION THROUGH MAY 31, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                        Inception
                                                                                                                     (Dec. 24, 1997)
                                                                   Three months ended           Six months ended         through
                                                           May 31, 2004     May 31, 2003  May 31, 2004   May 31, 2003  May 31, 2004
<S>                                                         <C>            <C>            <C>            <C>            <C>
Revenue:                                                             --             --             --    $    47,630      1,073,718
Cost of Revenues                                                     --             --             --         24,352        579,211
                                                            -----------    -----------    -----------    -----------    -----------
                                                                     --             --             --         23,278        494,507
Operating expenses:
   Administrative Salaries                                       13,733             --         13,733             --        373,733
   Marketing                                                    457,392         40,000        543,505        142,750      2,849,605
   Patent Rights                                                     --             --             --             --      1,005,827
   Other Development Costs                                       11,165             --         12,209             --        940,113
   Rent                                                           7,500         14,650         15,000         29,300        418,705
   Travel                                                         4,542             --          4,542             --        239,401
   Selling, general and administrative expenses                  51,696         25,569         67,844         38,731      1,543,801
                                                            -----------    -----------    -----------    -----------    -----------

      Total operating expenses                                  546,028         80,219        656,833        210,781      7,371,185
                                                            -----------    -----------    -----------    -----------    -----------

Loss before other income (expense)                             (546,028)       (80,219)      (656,833)      (181,503)    (6,876,678)

Other income (expense)
Gain (Loss) on disposition of subsidiary                             --        666,285             --        691,285        737,262
Interest Income                                                   9,782         10,720         20,355         10,717         63,746
Interest Expense                                                     --             --            (56)            --       (179,268)
Writedown of leasehold improvements                                  --             --             --             --         (2,663)
Writedown of notes receivable, related parties                       --             --             --             --        (70,000)
Writedown of other assets                                            --             --             --             --     (2,799,999)
                                                            -----------    -----------    -----------    -----------    -----------

      Total other income (expense)                                9,782        677,010         20,299        702,002     (2,250,922)
                                                            -----------    -----------    -----------    -----------    -----------

Gain (Loss) before non-controlling interest                    (536,246)       596,786       (636,534)       514,499     (9,127,600)

Non-controlling interest                                             --             --             --         (2,582)            --

Net (Loss) Income                                              (536,246)       596,786       (636,534)       517,081     (9,127,600)
                                                            ===========    ===========    ===========    ===========    ===========

Basic weighted average common shares outstanding             58,406,578     40,513,705     54,585,050     39,888,642     23,101,563
                                                            ===========    ===========    ===========    ===========    ===========

Basic (Loss) Income per common share                        $   (0.0092)   $    0.0147    $   (0.0117)   $    0.0130    $   (0.3951)
                                                            ===========    ===========    ===========    ===========    ===========
</TABLE>
<PAGE>

                               Millenia hope inc.
                      (a company in the development stage)
                             Statement of Cash Flows
                    For the SIX Months Ended mAY 31, 2004 and
                    MAY 31, 2003 And from Inception to (dec.
                            24, 1997) to MAY 31, 2004
                                   (UNAUDITED)
                                 From inception

<TABLE>
<CAPTION>
                                                                                (Dec. 24, 1997)
                                                      Six Months Ended                      To
                                               May 31, 2004    May 31, 2003       May 31, 2004
<S>                                               <C>          <C>                 <C>
Funds Provided (Used)

  Operating Activities

       Net (Loss) Income                          $(636,534)   $   517,081         $(9,127,600)
          Amortization                                  416          3,660             110,853
          Non-controlling interest                       --         (2,582)                 --
          (Gain) loss on disposition of                  --       (682,562)           (571,318)
            subsidiary

          Sale of investment in subsidiary for           --             --              10,800
            services
          Issue of capital stock for notes &        598,100         14,000           2,898,467
            services
          Issue of note for other development            --             --             817,226
            costs (subsequently converted to
            warrants)
          Settlement of subscription receivable          --             --             256,250
            in exchange for marketing services
          Accrued interest income                   (20,355)       (12,428)            (63,746)
          Accrued interest expense                       31          1,711              29,605
          Interest expense settled with issuance         --             --              27,770
            of note (subsequently converted to
            warrants)
          Write-down of leasehold improvements           --             --               2,663
          Write-down of notes receivable, related        --             --              70,000
            parties
          Write-down of other assets                     --             --           2,799,999
                                                  ---------    -----------         -----------
                                                    (58,342)      (161,120)         (2,739,031)
          (Increase) decrease in accounts                --         80,000                  --
            receivables and other assets
          Increase (decrease) in accounts payable   (54,464)        15,595             132,236
            and accrued liabilities
                                                  =========    ===========         ===========
                                                  $(112,806)   $   (66,525)        $(2,606,795)

</TABLE>
<PAGE>

                               Millenia hope inc.
                      (a company in the development stage)
                             Statement of Cash Flows
                    For the SIX Months Ended May 31, 2004 and
                    MAY 31, 2003 And from Inception to (dec.
                            24, 1997) to MAY 31, 2004

<TABLE>
<CAPTION>
                                                                      From inception
                                          Six months ended        (Dec. 24, 2997) to
                                   May 31, 2004     May 31, 2003        May 31, 2004
<S>                                    <C>          <C>                 <C>
Financing Activities

     Bank Indebtedness                 $     --     $    (4,288)        $        --
     Notes Payable                       (1,106)          3,000           1,367,277
     Issue of capital stock              49,455          67,828           1,097,843
     Contribution to paid in                 --              --           1,165,000
                                       --------     -----------         -----------
       capital
                                       $ 48,349     $    66,540         $ 3,630,120

Investing activities

     Additions to fixed assets         $     --     $        --         $  (128,715)
     Deposits on future                      --              --          (1,000,000)
       acquisition
     Issue of stock for                      --              --              40,628
       subsidiary cash balance
     Repayment of subsidiary                 --              --              34,233
       related party note
       receivable
     Collection of subsidiary                --              --              83,331
       share subscription
       receivable
     Note receivable                     64,771              --             (52,216)
                                       --------     -----------         -----------

                                       $ 64,771              --         $(1,022,739)
                                       --------     -----------         -----------

Increase (decrease) in cash                 314              15                 586

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

      End of period                    $    586     $        15         $       586
                                       ========     ===========         ===========

</TABLE>
<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                             STATEMENT OF CASH FLOWS
                                  MAY 31, 2004
                                   (Unaudited)

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.

On March 5, 2003 the company divested itself of 30,700,000 common shares of its
former subsidiary for a medical ASP and a $ 700,000 note receivable.

<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS
                                  May 31, 2004
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements of Millenia Hope Inc. have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and 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.

The company also recognized revenue from its former subsidiary, providing
technology related services, such as internet site hosting and software
consulting. Revenue was recognized when the service was 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.
<PAGE>

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 $ (636,534)
for the six months ended May 31, 2004 as well as reporting net losses of $
(9,127,600) from inception (December 24, 1997). As reported on the statement of
cash flows, the Company had negative cash flows from operating activities of $
(112,806) for the six months ended May 31, 2004 and has reported deficient cash
flows from operating activities of $ (2,606,795) from inception (December 24,
1997). To date, these losses and cash flow deficiencies have been financed
principally through the sale of common stock $ 1,097,843 and short-term debt $
1,367,277 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 MMH MALAREX(TM).
Management anticipates generating revenue through the sales of MMH MALAREX(TM)
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.

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.

On March 5, 2003, the Company signed an agreement with its subsidiary company to
divest itself of all of its common shares held in the subsidiary company, this
being 30.7 million shares. The carrying value of net assets of the subsidiary
company as at November 30, 2002 was approximately, $220,000. In exchange for the
30.7 million Sword shares transferred back to Sword Comp-Soft Corp., the former
subsidiary company agreed to pay the Company $700,000 which is due no later than
March 5, 2005. In addition, Sword transferred all rights and ownership of the
application Service Provider in the E-Health Sector business to the Company. As
of May 31, 2004, Sword owed Millenia $568,737.
<PAGE>

NOTE 6 - STOCKHOLDER'S EQUITY

Between February 4, 2004 and February 28, 2004 the Company issued 2,300,000
shares of common stock, pursuant to Regulation S, in settlement of marketing
services and rental expenses. Between March 1, 2004 and May 27, 2004 the company
issued 5,977,122 shares of common stock, pursuant to Regulation S, in settlement
of marketing and professional services, office expenses incurred and for funds
received.

NOTE 7 - PATENT RIGHTS

On May 31, 2001, Millenia Hope purchased from Liquid Asset Corp. 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, was $ 500,000 cash, 6
million Millenia Hope common shares and 2 million non-registered common shares
of its then 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
MMH MALAREX(TM). The purchase price was $500,00 cash, 7 million Millenia Hope
shares and 1 million non-registered common shares of its then subsidiary, Sword
Comp-Soft Corp, that were owned by Millenia. These assets were to have been
transferred to a newly formed corporation to be owned 68% by the company, by
October 7, 2002. As this has not yet occurred and due to the fact that Millenia
does not yet have registered ownership of these assets, the company has written
down the assets to $1.
<PAGE>

Plan of Operation.

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

The business objectives of Millenia are twofold. First and foremost is to
establish MMH MALAREX(TM) as an accepted control agent for the treatment and
prevention of malaria throughout the world. Not only do we believe that MMH
MALAREX(TM) 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 for a new
anti-malarial agent with no parasitic resistance. The availability and pricing
of MMH MALAREX(TM), we believe, will ensure its acceptability and use in the
fight against malaria. To this end the company is involved with ongoing clinical
trials of MMH MALAREX(TM).

One of these trials was run on a product we call BEBE MALAREX(TM) or BABY
MALAREX(TM), our anti-malarial specifically geared to young children. This study
was run under the auspices of Dr. Wilfred Sylvain Nambei, Chief of Parasitology
and Microbiology at the University of Bangui, in the Central African Republic.
Dr. Nambei was assisted by Dr. Sepou-Yanza, a World Health Organization expert,
Dr. E. Ngeumbi, Chief of the Public Health Service of the Republic of Central
Africa, Dr. A. Namsenmo and Dr. M. Koula and Mr. N. Madji, heads of the
country's anti-malarial efforts. The results of this study, run on 32 young
patients, were excellent. The researchers concluded that MMH MALAREX(TM) is very
well tolerated by the patients and is a highly effective medication. Full
results will be made available upon their publication in a peer-reviewed
journal. Dr. Nambei has also agreed, after viewing these positive results, to
join Millenia Hope's scientific committee.

As of July 9, 2004, Millenia Hope had received 12 sales authorizations from West
African and 1 East African nations, Congo (Brazzaville), Guinea (Conakry), Togo,
Burundi, Central African Republic, Benin, Gabon, Chad, Senegal, Niger,
Democratic Republic of Congo, Cameroon and Ghana and 1 from the Caribbean nation
of the Dominican Republic. We are awaiting sales authorizations from several
other African nations. Based on management's best estimates, Millenia hopes to
sell in excess of 400,000 treatments of MMH MALAREX(TM) or (over $ 3 million in
US), by the end of fiscal 2004.

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 we have finalized our initial sales of MMH
MALAREX(TM), the demand for MMH MALAREX(TM) should increase commensurately.

It is estimated the demand for MMH MALAREX(TM) will increase as it becomes one
of the accepted choices in the fight against malaria. Millenia has chosen to
remain
<PAGE>

conservative and has established a goal of capturing up to 2% ($200 million) of
the marketplace within five years of its initial sales. 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 assurance can be given that the Company will
meet its sales goals.

Secondly, Millenia is committed to ongoing research and development, to expand
the efficacy of MMH MALAREX(TM) and its derivatives in fighting infectious
diseases. As the company has not yet made any significant sales of its product,
it is difficult
for management to evaluate the growth curve of product sales. However, given the
market size and the recognized need, by the world's premier anti-malaria
organizations (WHO, etc.) for new, viable and effective drugs, the Company
believes that it will not have a problem generating sales, thereby creating
positive cash flow, once the negotiations for its initial sales have been
finalized.

On May 29, 2000, the company acquired thirty five million seven hundred thousand
(35,700,000) shares of SWORD COMP-SOFT CORP., this being 76.5% of SWORD's issued
capital, at a cost of five million (5,000,000) common shares, and five million
warrants (5,000,000), entitling the registered holder to purchase one share of
common stock at a price of two dollars ($2) expiring May 29, 2003. SWORD
COMP-SOFT CORP. was an (ASP) Application Service Provider incorporated in
November 1998 specializing in the E-Healthcare sector.

On March 5, 2003, Millenia divested its entire holding in Sword Comp-Soft, this
being 30.7 million common shares. The aforementioned 30.7 million shares were
tendered back to Sword Comp-Soft in exchange for $700,000 U.S., due March 5,
2005 and Sword's Medico Center site, Medico Research, any other related Medico
ASP work and all the attended backup documentation, computer line code etc., all
as per the agreement signed on March 5, 2003. As of February 28, 2004, Sword
owed Millenia approximately $545,000.

The acquisition of Sword`s medical ASP's and Medico Records will be highly
beneficial in the future, as Millenia's Scientific Aadvisory Committee of M.D.s
and P.H.D.s with a wide range of expertise, will greatly aid the company in
bringing to the market medical ASPs.

In 2001 Millenia acquired 68% of the assets of Cibecol Industrial Farmaceutica
Ltda. for $500,000 cash, 7 million shares of Millenia Hope common stock and 1
million common shares of Sword Comp-Soft Corp., Millenia's former subsidiary
company. Cibecol, incorporated and headquarted in Brazil and one of the largest
phyto-pharmaceutical plants in Southern Brazil, operates a 20,000 square foot
manufacturing facility and also owns 82 hectares of arable land, located, Porto
Alegre, Brazil. Millenia will use the Brazilian facility for the production of
Voacamine, the active agent in MMH MALAREX(TM).
<PAGE>

As per the agreement between Millenia Hope Inc. and Cibecol Industrial
Farmaceutica Ltda, the assets purchased by Millenia Hope from Cibecol were to
have been transferred into a newly formed corporation, to be owned 68% by
Millenia Hope and 32% by Cibecol Industrial or any Cibecol designeee, by October
7, 2002. As this has not yet occurred, Millenia has decided to write down its
investment in Cibecol to $ 1 pending the legal registration of its assets in the
name of a newly formed corporation to be 68% owned by Millenia. Management fully
expects to properly and legally formalize its deal with Cibecol during the
ensuing period.

Millenia has incorporated a wholly owned Canadian subsidiary, Millenia Hope
Pharmaceuicals Ltd. Millenia Pharmaceuticals will handle all marketing,
distributing and sales of MMH MALAREX(TM). As well, Millenia Pharmaceuticals is
investigating the ramifications and potentialities of building a research and
production laboratory, to be located in the greater Montreal region.

Millenia will 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 MMH MALAREX(TM), conforming to U.S. and Canadian manufacturing
standards and assure the highest possible level of quality via product analysis
and homogeneity testing for MMH 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.

On May31, 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 was $500,000 in cash, 6 million Millenia Hope
common shares and 2 million non-registered common shares of Sword Comp-Soft
Corp. that were owned by Millenia.

Millenia, under Dr. David Mulder, Millenia's Vice-Chairman, and Dr. Rene Morel,
a member of our scientific committee, expects to introduce, in the future, a new
product called 02-IV, oxygenated 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). 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 July 15, 2004 Millenia will hold its annual shareholder's meeting at the
Hilton Wilmington Christiana in Newark, Delaware at 10 AM. Notices of said
meeting were sent to all shareholders of record as of June 25, 2005. The
proposals, to be put forth at this meeting, will be: 1) election of directors 2)
increasing the authorized common shares from 70 million to 180 million and 3)
authorizing 50 million shares of blank check preferred stock.
<PAGE>

Liquidity and cash flow needs of the company

From December 1st, 2003 to May 31, 2004 the company incurred cash operating and
interest expenses in the amount of $ 58,317 while recording no net cash
revenues. From June 1, 2004 to November 30th, 2004, the fiscal year end, the
company anticipates that its net cash flow needs, will be $ 140,000 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.
<PAGE>

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>
02/04/2004        common shares     300,000          $15,000                    Regulation S
                                                     in settlement
                                                     of marketing
                                                     services

02/23/2004        common shares     1,000,000        $70,000                    Regulation S
                                                     in settlement
                                                     of marketing
                                                     services

02/28/2004        common shares     1,000,000        $76,850                    Regulation S
                                                     in settlement
                                                     of rental
                                                     expenses

03/01/2004        common shares     4,215,000        $379,350                   Regulation S
                                                     in settlement of
                                                     marketing services

03/01/2004        common shares     350,000          $31,500                    Regulation S
                                                     in settlement
                                                     of office expense

03/01/2004        common shares     600,000          $54,000                    Regulation S

04/19/2004        common shares     112,122          $13,455                    Regulation S

04/19/2004        common shares     600,000          $72,000                    Regulation S
                                                     in settlement of
                                                     marketing services

05/27/2004        common shares     25,000           $3,250                     Regulation S
                                                     in settlement
                                                     of professional fees

05/27/2004        common shares     75,000           $9,000                     Regulation S
</TABLE>
<PAGE>

(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 14, 2004                   By: /s/ Leonard Stella
                                            CEO