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, 2003 Issuer had
41,556,747 outstanding shares of Common Stock.

                                      INDEX

PART I: FINANCIAL INFORMATION

     Item 1. Financial Statements

         Balance Sheet (Unaudited) at August 31, 2003.

         Consolidated Statement of operations (Unaudited) for the three
         and nine months ended August 31, 2003 and August 31, 2002
         and from inception  (December 24, 1997) to August 31, 2003.

         Consolidated Statements of cash flows (Unaudited) for the nine
         months ended August 31, 2003 and August 31, 2002 and from
         inception (December 24, 1997) to August 31, 2003.

         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
                               AT AUGUST 31, 2003
                                   (UNAUDITED)

                                     Assets

Current Assets
     Cash and cash equivalents                                      $       350
     Notes Receivable - Related Party                                   636,196
     Other current assets                                                40,000
                                                                    -----------

       Total current assets                                             676,546
Property and equipment, net                                               4,430
Other Asset                                                                   1
                                                                    -----------
Total assets                                                            680,977
                                                                    ===========

                      Liabilities and Shareholder's Equity

Current Liabilities
     Accounts payable and accrued liabilities                           196,615
     Notes payable (principally related parties)                         10,959
                                                                    -----------

       Total current liabilities                                        207,574
                                                                    -----------

 Shareholder's Equity
     Common Stock, $.0001 par value;
         Authorized 70,000,000 shares;
        issued and outstanding 41,556,747                                 4,156
     Warrants                                                         1,393,247
     Paid in Capital                                                  7,093,471
     Cost of Treasury Shares                                                100
     Deficit accumulated during the
      development stage                                              (8,017,571)
                                                                    -----------

       Total Shareholder's Equity                                       473,403
        Total liabilities and shareholder's equity                      680,977
                                                                    ===========

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 THREE MONTHS AND NINE MONTHS ENDED AUGUST 31, 2003 AND 2002
           FROM INCEPTION (DECEMBER 24, 1997) THROUGH AUGUST 31, 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              Three Months                  Nine Months              Inception
                                                            Ended August 31,              Ended August 31,      (December 24, 1997)
                                                       --------------------------    --------------------------       through
                                                           2003           2002           2003           2002      August 31, 2003
                                                       -----------    -----------    -----------    ----------- -------------------

<S>                                                    <C>            <C>            <C>            <C>             <C>
Revenue:                                                         0        131,800         47,630        317,586       1,118,848
Cost of Revenues                                                 0         35,664         24,352        107,914         603,563
                                                       -----------    -----------    -----------    -----------     -----------
                                                                 0         96,136         23,278        209,672         515,285
Operating expenses:
    Marketing                                               40,000         56,174        182,750         56,174       2,257,752
    Patent Rights                                               --             --             --             --       1,005,827
    Other Development Costs                                     --             --             --         32,400         921,177
    Rent                                                    14,650         21,696         43,950         64,396         396,205
    Travel                                                      --             --             --             --         234,859
    Selling, general and administrative expenses            44,104         96,690         82,835        219,657       1,525,445
                                                       -----------    -----------    -----------    -----------     -----------

        Total operating expenses                            98,754        174,560        309,535        372,627       6,341,265

Loss before other income (expense)                         (98,754)       (78,424)      (286,257)      (162,955)     (5,825,980)

Other income (expense) (Net)
       Interest income (expense) (Net)                      10,816           (189)        21,533         (1,192)       (145,248)
Writedown leaseholds                                            --             --             --             --          (2,663)
Writedown other assets                                          --             --             --             --      (2,799,999)
Gain (loss) on disposition of shares                            --         51,375        691,285         51,375         681,738
                                                       -----------    -----------    -----------    -----------     -----------

        Total other income (expense)                        10,816         51,186        712,818         50,183      (2,266,172)
                                                       -----------    -----------    -----------    -----------     -----------
Net Income (Loss) before Minority Interest                 (87,938)       (27,238)       426,561       (112,772)      8,092,152

Minority Interest in Net Income (Loss) of Subsidiary            --         20,807         (2,582)        41,841         (74,581)
                                                       -----------    -----------    -----------    -----------     -----------

Net Income (Loss)                                          (87,938)       (48,045)       429,143       (154,613)     (8,017,571)
                                                       ===========    ===========    ===========    ===========     ===========

Basic weighted average common shares outstanding        41,556,747     36,845,681     41,000,796     36,349,895      31,703,456
                                                       ===========    ===========    ===========    ===========     ===========

Basic Income (Loss) per common share                   $   (0.0021)   $   (0.0013)   $    0.0105    $   (0.0043)    $   (0.2529)
                                                       ===========    ===========    ===========    ===========     ===========
</TABLE>


<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
            FOR NINE MONTHS ENDED AUGUST 31, 2003 AND AUGUST 31, 2002
           FROM INCEPTION (DECEMBER 24, 1997) THROUGH AUGUST 31, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                          Inception
                                                                              Nine Months             (December 24, 1997)
                                                                     Ended Aug 31      Ended Aug 31        through
                                                                         2003             2002          August 31, 2003
                                                                     ------------      ------------      ------------

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

Net Income (Loss)                                                    $    429,143      $   (154,613)     $ (8,017,771)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
    Depreciation and amortization                                           3,920            20,145           113,315
    Issuance of stock for services                                         39,000            96,839         1,839,294
    Issuance of note for other development costs                               --            32,400           817,226
    (subsequently converted to warrants)
    Interest expense settled with issuance of note                             --                --            27,770
    (subsequently converted to warrants)
          Interest expense - related party                                  1,837             9,757            33,122
          Interest income - related party                                 (23,370)           (8,565)          (35,801)
    Writedown note receivable                                                  --                --            70,000
    Settlement of subscription receivable for services                         --                --           256,250
    Sale of investment in subsidiary for services                              --                --            10,800
    Writedown leaseholds                                                       --                --             2,663
    Writedown other assets                                                     --                --         2,799,999
    (Gain) Loss on disposition of shares of subsidiary                   (682,562)               --          (673,015)
Changes in Operating assets and liabilities:
    Receivables and other Assets                                          118,000           (86,645)           15,489
    Payables and Accrued Liabilities                                       21,135            31,704           196,615

                                                                     ------------      ------------      ------------
Net cash provided by/(used in) operating activities                       (92,897)          (58,978)       (2,543,944)

CASH FLOWS FROM INVESTING ACTIVITIES:

Bank Indebtedness                                                          (4,288)            1,512                --
Purchase of Property and equipment                                             --                --          (128,715)
Issuance of stock for subsidiary's cash balance                                --                --            40,628
Repayment of subsidiary related party note receivable                          --                --            34,233
Collection of subsidiary share subscription receivable                         --                --            83,331
Minority interest portion of net income (loss) of subsidiary               (2,582)           41,841           (74,581)
Deposits on future acquisitions                                                --                --        (1,000,000)
                                                                     ------------      ------------      ------------

Net cash provided by/(used in) investing activities                        (6,870)           43,353        (1,045,104)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties                               10,765                --         1,379,010
  Issuance of stock                                                        89,352            15,625         1,045,388
  Contribution to Paid in Capital                                              --                --         1,165,000
                                                                     ------------      ------------      ------------

Net cash provided by/(used in) financing activities                       100,117            15,625         3,589,398
                                                                     ------------      ------------      ------------

Net increase (decrease) in cash and cash equivalents                          350                --               350
Cash and cash equivalents, beginning of period                                 --                --                --
                                                                     ------------      ------------      ------------

Cash and cash equivalents, end of period                             $        350                --      $        350
                                                                     ============      ============      ============

Supplemental Schedule of noncash investing and financing activities:

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

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


<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 AUGUST 31, 2003
                                   (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 CONSOLIDATED FINANCIAL STATEMENTS
                                 AUGUST 31, 2003
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

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

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

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

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

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

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


<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 $ (87,938)
for the three months ended August 31, 2003 and net income of $426,561 for the
nine months ended August 31, 2003 as well as reporting net losses of $(
8,017,571 ) from inception (December 24, 1997) to August 31, 2003. As reported
on the statement of cash flows, the Company had negative cash flows from
operating activities of $ (92,897) for the nine months ended August 31, 2003 and
has reported deficient cash flows from operating activities of $(2,543,944) from
inception (December 24, 1997). To date, these losses and cash flow deficiencies
have been financed principally through the sale of common stock $ 1,045,388 and
short-term debt $ 1,379,010 which is principally related party debt.

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

NOTE 5 - ACQUISITION OF SWORD COMP-SOFT

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

On March 5, 2003, the Company signed an agreement with its subsidiary company to
sell to Sword all of the common shares that it held at that date, 30.7 million
shares. The Company will receive from its subsidiary $700,000, due no later than
March 5, 2004. A portion of this amount will be allocated to reduce the note
payable to Sword. In addition, Sword will transfer all rights and ownership of
the Application Service Provider in the E-Health Sector business to Millenia.


<PAGE>

NOTE 6 - STOCKHOLDER'S EQUITY

Between December 5th, 2002 and February 28, 2003 the company sold 426,250 shares
of common stock pursuant to Regulation S. Of these, 200,000 shares were in
settlement of marketing expenses. Between March 24th 2003 and May 5th 2003 the
company sold 1,130,332 shares of common stock pursuant to Regulation S. Between
July 11, 2003 and August 29, 2003 855,470 shares of common stock were sold
pursuant to Regulation S. Of these, 500,000 were in settlement of services.

NOTE 7 - PATENT RIGHTS

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

NOTE 8 - OTHER ASSETS

On October 9, 2001, Millenia Hope acquired a 68% interest in assets, comprised
of land, plant and equipment located in Brazil to be used in the production of
MalarexTM. The purchase price was $500,00 cash, 7 million Millenia Hope shares
and 1 million non-registered common shares of its subsidiary, Sword Comp-Soft
Corp, that were owned by Millenia. 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
legally registered ownership in the facility, the company has written down
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 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, we believe, will ensure its acceptability and use in the fight
against malaria. To this end the company is involved with ongoing clinical
trials of MALAREX. As of February 28, 2003, Millenia Hope had received 10 sales
authorizations from West African nations, Congo (Brazzaville) and Guinea
(Conakry), Togo, Burundi, Central African Republic, Benin, Gabon, Chad, Senegal
and Niger. We are awaiting sales authorizations from several other West African
nations. Based on management's best estimates, Millenia hopes to sell up to
250,000 treatments of Malarex or $1,750,000 worth, by the end of fiscal 2003.

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 one of the
accepted choices in the fight against malaria. Millenia has chosen to remain
conservative and has established a goal of capturing 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 MALAREX 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 need for viable and effective drugs, the Company
believes that it will not have a problem generating sales thereby creating
positive cash flow once further authorizations and its initial sales orders have
been obtained.


<PAGE>

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 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 Comp-Soft Corp. was an (ASP) Application Service Provider incorporated in
November 1998 specializing in the E-Healthcare sector.

Application services, a rapidly growing segment of the Internet economy, are
those that focus on a single topic or issue in a conversational manner.
Essentially, the subscribers use application programs to create, store and
transact medical data on the application server, for example, the interactive
on-line health service will record similar data to that usually given to a
primary health care worker, such as a doctor or a nurse,, and create an overall
profile of individual health needs. Each application will relate to a specific
disease, drug, or part of the human anatomy on a pay per use basis ( although
this fee may be sponsored).

On March 5, 2003, Millenia divested its entire holding in Sword Comp-Soft, this
being 30.7 million common shares. The aforementioned shares were tendered back
to Sword Comp-Soft. In exchange for said 30.7 million shares, Sword Comp-Soft
paid Millenia Hope $700,000 U.S., due within 12 months from the date of its
signing of the agreement and gave Millenia its Medico Center site, Medico
Research, any other related Medico

ASP work and all the attended backup documentation, computer line code etc., all
is per the agreement signed on March 5, 2003.

The acquisition of Sword`s medical ASP's and Medico Records accessible on the
Internet, where 45% of all inquiries are health related, is highly beneficial,
as Millenia's scientific advisory committee, comprised of M.D.s and P.H.D.s with
a wide range of expertise, will lend valuable assistance as we strive to bring
to the market medical ASPs. Further, their breadth of knowledge and varied
specializations should help to generate ideas and data to aid in the production
of other medical ASP's.

On October 10, 2001 Millenia Hope and Cibecol Industrial Farmaceutica Ltda.
Signed a purchase agreement via which Millenia will acquire 68% of the assets of
Cibecol for $500,000 in cash, 7 million shares of Millenia Hope common shares
and 1 million common shares of Sword Comp-Soft., a subsidiary of Millenia Hope,
that are owned by Millenia.

Cibecol, incorporated and headquartered in Brazil, operates a 20,000 square foot
manufacturing facility and also owns 82 hectares of arable land, located, Porto
Allegre, Brazil. Millenia will use the Brazilian facility for the production of
Malarex.


<PAGE>

Cibecol, which has been in business 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 continues to produce its own
group of 61 natural medicines that are currently being Marketed in Brazil. This
acquisition is a key step forward toward Millenia's goal of becoming a
vertically integrated producer and distributor of Malarex. As Millenia has not
yet legally registered its ownership of these assets, the company has listed
them on its Balance Sheet at $1.

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

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

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

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

Liquidity and cash flow needs of the company

From December 1st, 2002 to August 31, 2003 the company and its subsidiary until
March 5, 2003, incurred operating and interest expenses in the amount of
$333,887 while recording net cash revenues of $ 47,630 from September 1st, 2003
to November 30th, 2003, the fiscal year end, the company anticipates that its
net cash flow needs, will be $ 125,000 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

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

12/05/2002    common shares    200,000      $14,000             Regulation S
                                            in settlement
                                            of marketing
                                            expenses

2/28/2003     common shares    226,250      $11,312             Regulation S
3/24/2003     common shares    861,335      $43,066             Regulation S
5/5/2003      common shares    268,997      $13,450             Regulation S
7/11/2003     common shares     40,000      $ 2,000             Regulation S
7/31/2003     common shares    125,000      $10,000             Regulation S
8/15/2003     common shares    500,000      $25,000             Regulation S
                               in settlement of services
8/29/2003     common shares    190,470      $ 9,524             Regulation S

(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 October 15, 2003                     By: /s/ Leonard Stella
                                               ------------------
                                               Chief Operating officer