Document is copied.
                               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 August  31,  2001  Issuer had
27,617,515 outstanding shares of Common Stock.




                                      INDEX

PART I:   FINANCIAL INFORMATION


  Item 1. Financial Statements

          Consolidated Balance Sheet (Unaudited) at August 31, 2001 Consolidated
Statement of Operations  (Unaudited)  for the three and nine months ended August
31, 2001 and August 31, 2000 and from  inception  (December  24, 1997) to August
31, 2001,  Consolidated  Statement of Cash Flows (Unaudited) for the nine months
ended  August 31, 2001 and August 31, 2000,  and from  inception  (December  24,
1997) to August 31, 2001. Notes to the Financial Statements (Unaudited)

<PAGE>

                               MILLENIA HOPE INC.
                           CONSOLIDATED BALANCE SHEET
                               AT August 31, 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                     Assets
                                     ------
<S>                                                                                  <C>
Current Assets
     Cash and cash equivalents                                                       1,148
     Note Receivable - 3rd party                                                    71,405
     Note Receivable - Related Party                                                84,374
     Other current assets                                                           18,274
                                                                                ----------

       Total current assets                                                        175,201
       Property and equipment, net                                                  76,089
Deposits                                                                           500,000
Other Asset                                                                         32,000
                                                                                ----------
Total assets                                                                       783,290
                                                                                ==========



                      Liabilities and Shareholders' Equity
                      ------------------------------------

Current Liabilities
     Accounts payable and accrued liabilities                                       99,020
     Notes payable (principally related parties) (net of discount)                 168,392
     Other current liabilities                                                       2,500
                                                                                ----------


       Total current liabilities                                                   269,912

Minority Interest                                                                   42,364

 Shareholders' Equity
     Common Stock, $.0001 par value; authorized
          70,000,000 shares; issued and outstanding 27,617,515                       2,762
     Warrants                                                                    1,393,247
     Paid in Capital                                                             4,192,448
     Share Subscription Receivable                                                (237,500)
     Cost of Treasury Shares                                                           100
     Deficit accumulated during the development stage                            4,870,767
                                                                                ----------

       Total Shareholder's Equity                                                  471,014
        Total liabilities and shareholder's equity                                 783,290
                                                                                ==========
</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)
                      CONSOLIDATED STATEMENT OF OPERATIONS
         FOR THE 3 MONTHS AND NINE MONTHS ENDED AUGUST 31, 2001 AND 2000
           FROM INCEPTION (DECEMBER 24, 1997) THROUGH AUGUST 31, 2001.
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              Three Months                Nine Months
                                                              Ended August  31,           Ended August 31,           Inception
                                                              -----------------           ---------------            (Dec24, 1997)
                                                                                                                     Through

                                                              2001         2000              2001          2000      August 31, 2001
                                                              ----         ----              ----          -----     ---------------
<S>                                                      <C>             <C>            <C>            <C>            <C>
Revenue:                                                 $     74,415         62,573        242,879         77,573        572,874

Operating expenses:
    Marketing                                                    --             --             --             --        1,573,668
    Patent Rights                                                --           91,933        624,395         91,933      1,630,222
    Other Development Costs                                      --             --             --             --          276,515
    Rent                                                       23,600         28,887         70,800         67,087        286,629
    Travel                                                       --           50,091          2,675         90,321        237,534
    Consulting                                                 31,087         87,554        173,250         87,554        375,676
    Selling, general and administrative expenses               18,380        163,520         80,589        231,279        948,438
                                                         ------------    -----------    -----------    -----------    -----------
           Total operating expenses                            73,067        421,985        951,709        568,174      5,328,682

           Income (Loss) before other income (expense)          1,348       (359,412)      (708,830)      (490,601)    (4,755,808)

    Other income (expense):
        Interest expense (Net)                                   (532)          --           (2,340)       (27,770)      (152,232)
                                                         ------------    -----------    -----------    -----------    -----------

           Total other income (expense)                          (532)          --           (2,340)       (27,770)      (152,232)

    Net Income (Loss) before Minority Interest                    816       (359,412)      (711,170)      (518,371)    (4,908,040)

    Minority Interest in Net Income Loss of Subsidiary         (5,454)       (21,939)           122        (21,939)       (27,997)
                                                         ------------    -----------    -----------    -----------    -----------

    Net Loss                                                   (4,638)      (337,473)      (711,292)      (496,432)    (4,880,043)
                                                         ============    ===========    ===========    ===========    ===========

    Basic weighted average common shares outstanding       27,617,515     20,455,778     23,362,600     14,838,538     19,351,772
                                                         ============    ===========    ===========    ===========    ===========


    Basic Loss per common share                          $    (0.0002)   $   (0.0165)   $   (0.0304)   $   (0.0335)   $   (0.2522)
                                                         ============    ===========    ===========    ===========    ===========
</TABLE>


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

<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE NINE MONTHS ENDED AUGUST 31, 2001 AND 2000
           FROM INCEPTION (DECEMBER 24, 1997) THROUGH AUGUST 31, 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                                 Inception
                                                                                                                 (Dec24, 1997)
                                                                                     Nine Months Ended           through
                                                                        August  31, 2001       August 312000,    August 31, 2001
                                                                        ----------------       -------------     ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                          <C>                <C>              <C>
Net Income (Loss)                                                            (711,292)          (496,432)        (4,880,043)
Adjustements to reconcile net income (loss) to net cash
used in operating activites:
         Depreciation and amortization                                         20,777             13,011             70,863
         Issuance of stock for general and administrative expenses             18,750               --               18,750
         Issuance of stock for patent rights                                  124,395               --              124,395
         Issuance of stock for marketing services                                --                 --            1,514,215
         Issuance of note for other development costs                            --                 --              192,831
         (subsequently converted to warrants)
         Interest expense settled with issuance of note                          --               27,770             27,770
         (subsequently converted to warrants)
Changes in Operating assets and liabilities:
         Receivable and other Assets                                           42,781            127,585           (140,453)
         Accounts Payable and Accrued Liabilities                             (24,768)           155,279             68,793
                                                                             --------         ----------         ----------

Net cash provided by / (used in) operating activities                        (529,357)          (738,514)        (3,002,879)
                                                                             --------         ----------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES


Purchase of Property and equipment                                               (667)           (35,016)          (144,880)
Issuance of stock for subsidiaries cash balance                                  --               40,628             40,628
Repayment of subsidiary related party note receivable                            --               34,233             34,233
Collection of subsidiary share subscription receivable                           --               83,331             83,331
Minority interest portion of net income/ (loss) of subsidiary                     122            (21,939)           (27,997)
Deposits on future acquisitions                                               500,000               --             (500,000)
                                                                             --------         ----------         ----------

Net cash provided by / (used in) investing activities                         499,455            101,237           (514,685)


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
         Notes payable, principally related parties (net of discount)            --              (51,205)         1,369,267
         Notes payable - subsidiary                                              --               42,181             42,181
         Issuance of stock                                                     16,500            478,564            942,264
         Contribution to Paid in Capital                                         --            1,165,000          1,165,000
                                                                             --------         ----------         ----------


Net cash provided by / (used in) financing activities                          16,500          1,634,540          3,518,712
                                                                             --------         ----------         ----------

Net increase (decrease) in cash and cash equivalents                          (13,402)           997,263              1,148
Cash and cash equivalents, beginning of period                                 14,550              3,933               --
                                                                             --------         ----------         ----------

Cash and cash equivalents, end of period                                        1,148          1,001,196              1,148
                                                                             ========         ==========         ==========
</TABLE>


Supplemental Schedule of noncash investing and financing activities:


<PAGE>

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


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


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

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

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

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

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



NOTE 1 -BASIS OF PRESENTATION

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

These  financial  statements  should  be read in  conjunction  with the  audited
financial  statements and footnotes  thereto included in Millenia Hope Inc.'s on
Form 10KSB as filed with the Securities and Exchange Commission.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
that effect the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

NOTE 2 - Revenue Recognition

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


<PAGE>

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

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

NOTE 3 - NET LOSS PER SHARE

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


NOTE 4 - GOING CONCERN

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern.  The company reported a net loss of $4,638 and
$711,292  for the  three  months  and  nine  ended  August  31,  2001 as well as
reporting net losses of $4,880,043 from inception  (December 24, 1997) to August
31, 2001. As reported on the  statement of cash flows,  the Company had negative
cash flows from  operating  activities  of $529,357  for the nine  months  ended
August 31, 2001 and has reported deficient cash flows from operating  activities
of $3,002,879 from inception (December 24, 1997). To date, these losses and cash
flow  deficiencies  have been  financed  principally  through the sale of common
stock  $942,264  and short term debt $  1,172,648  which is related  party debt.
Additional  capital and/or borrowings will be necessary in order for the Company
to continue in existence until attaining and sustaining  profitable  operations.
Management  has  continued  to develop a strategic  plan to develop a management
team,  maintain reporting  compliance and establish long term relationships with
other  major  organizations  to develop  and  distribute  the  product  Malarex.
Management  anticipates  generating  revenue through the sales of Malarax during
the next fiscal year. The major shareholder's of the organization have committed
to fund the operations of the organization during the next fiscal year until the
organization  can generate  sufficient cash flow from operations to meet current
operating expenses and overhead.

NOTE 5 - STOCKHOLDER'S EQUITY

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

NOT 6  PATENT RIGHTS

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


<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.
     While management  believes that sales of MALAREX should commence within the
     next six months in Cameroun, as there are no signed sales contracts and the
     company has not yet received its final certification, there is no basis for
     assurance that this will take place.

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

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

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

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


<PAGE>

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 committed to research and development.

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

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

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

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

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

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

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

Liquidity and cash flow needs of the company

From  December  1st,  2000 to August 31,  2001 the  company  and its  subsidiary
incurred  operating  expenses  and  interest  expenses in the amount of $954,049
while  recording  net cash  revenues of $242,879.  From  September 1st,  2001 to
November 30th,  2001, the fiscal year end, the company  anticipates that its net
cash flow needs, including that of its subsidiary, will be $175,000 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 January 20, 2000, after ongoing discussions, one of the founding shareholders
agreed to return  his  1,000,000  shares to the  company's  treasury  due to his
inability to provide certain services to the corporation.

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

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

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

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

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

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

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

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

On April 16, 2001,  Millenia  concluded an agreement in principal to license the
aforementioned  technology,  from Liquid Asset Corp.  On May 31, 2001,  Millenia
Hope and Liquid Asset Corp. signed the finalized purchase  agreement.  The terms
of this  agreement  give  Millenia the exclusive  worldwide  rights to oxygenate
intravenous  solutions  until September 1, 2005 with an option to purchase these
same rights for a further 5 year period.  The purchase price for these rights to
September  1, 2005 is $500,000 in cash,  already paid as an initial  deposit,  6
million Millenia Hope common shares and 2 million  non-registered  common shares
of Sword Comp-Soft Corp. that are owned by Millenia.

<PAGE>

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 Hope has incorporated a wholly owned Canadian subsidiary, Millenia Hope
Pharmaceuticals   Ltd.   Based   on   Millenia's   best   estimates,    Millenia
Pharmaceutical,  a  wholly  owned  subsidiary,  plans to  build a  research  and
production laboratory,  to be located in the greater Montreal region, within the
next 24 months.

As of August 31, 2000  Millenia  had  entered  into  negotiations  to acquire an
interest in Cibecol  Industrial  Farmaceutica  LTDA. a company  incorporated and
head quartered in Brazil.  Millenia paid a $500,000 US deposit pursuant to these
negotiations.  Cibecol operates a 20,000 square foot manufacturing  facility and
also owns 80 hectars of arable land, located, in Porto Allegre, Brazil. Millenia
will use the Brazilian facility for the production of Malarex.

Cibecol  which has been in  operations,  for over 20 years,  operates one of the
largest phyto-pharmaceutical plants in southern Brazil. In addition to producing
voacamine,  the active agent in Malarex,  Cibecol would  continue to produce its
own group of 61 natural  medicines that are currently  being Marketed in Brazil.
This acquisition  would be a key step forward toward Millenia's goal of becoming
a vertically integrated producer and distributor of Malarex.

On April 12,  2001,  Millenia  agreed in  principal  to  acquire  68% of CIBECOL
INDUSTRIAL  FARMACEUTICA  LTDA.  on October 10, 2001  Millenia  Hope and CIBECOL
Industrial  FARMACEUTICA LTDA signed a finalized  purchase  agreement.  Millenia
will  acquire 68% of CIBECOL for  $500,000 in cash,  already  paid as an initial
deposit,  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.


<PAGE>

Part II other information

Item 2: Sales of Unregistered securities


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

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

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

                                            Settlement of
                                            General and
                                            Administrative
                                            Expenses

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

                                            Settlement of
                                            General and
                                            Administrative
                                            Expenses

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

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

                                            Settlement of
                                            General and
                                            Administrative
                                            Expenses

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

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



(b) Reports on Form 8-K

    None



                                   SIGNATURES

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


                                                  Millenia Hope Inc.
                                                    (Registrant)



Dated October 12, 2001                            By:  /s/ Leonard Stella
                                                       Chief Operating officer