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, 2002 Issuer had
36,862,695 outstanding shares of Common Stock.

                                      INDEX

PART I: FINANCIAL INFORMATION

      Item 1. Financial Statements

              Consolidated Balance Sheet (Unaudited) at August 31, 2002.

              Consolidated Statement of Operations (Unaudited) for the three and
              nine months ended August 31, 2002 and August 31, 2001 and from
              inception (December 24, 1997) to August 31, 2002.

              Consolidated Statements of Cash Flows (Unaudited) for the nine
              months ended August 31, 2002 and August 31, 2001 and from
              inception (December 24, 1997) to August 31, 2002.

              Notes to the Financial Statements (Unaudited)

      Item 2. Plan of Operations

      PART II. Other Information

      Item 2. Sale of Unregistered Securities

      Item 6. Exhibits and Reports on Form

      SIGNATURES


<PAGE>

                               MILLENIA HOPE INC.
                           CONSOLIDATED BALANCE SHEET
                               AT AUGUST 31, 2002
                                   (UNAUDITED)

                                     Assets

Current Assets
     Cash and cash equivalents                                               --
     Accounts Receivable                                                220,318
     Note Receivable - Related Party                                    176,064
                                                                     ----------

       Total current assets                                             396,382
       Property and equipment, net                                       48,915
Other Assets                                                          2,800,000
                                                                     ----------

Total assets                                                          3,245,297
                                                                     ==========

                      Liabilities and Shareholder's Equity

Current Liabilities
     Bank Indebtedness                                                    2,939
     Accounts payable and accrued liabilities                           184,874
     Notes payable (principally related parties)                        167,816
       Other current liabilities                                          2,500
                                                                     ----------

       Total current liabilities                                        358,129

Minority Interest                                                       108,293

 Shareholder's Equity
     Common Stock, $.0001 par value; authorized                           3,686
          70,000,000 shares; issued and outstanding 36,862,695
     Warrants                                                         1,393,247
     Paid in Capital                                                  6,762,109
     Shares Subscriptions receivable                                   (370,469)
     Cost of Treasury Shares                                                100
     Deficit accumulated during the development stage                (5,009,798)
                                                                     ----------
       Total Shareholder's Equity                                     2,778,875

        Total liabilities and shareholder's equity                   $3,245,297
                                                                     ==========

                   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, 2002 AND 2001
           FROM INCEPTION (DECEMBER 24, 1997) THROUGH AUGUST 31, 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                               Three Months                    Nine Months             Inception
                                                             Ended August 31,                Ended August 31,    (December 24, 1997)
                                                       ---------------------------     ---------------------------       through
                                                           2002            2001            2002            2001     August 31, 2002
                                                       -----------     -----------     -----------     -----------  --------------
<S>                                                    <C>             <C>             <C>             <C>                 <C>
Revenue:                                                   131,800          74,415         317,586         242,879       1,026,205
Cost of Revenues                                            35,664          31,087         107,914         173,250         521,326
                                                       -----------     -----------     -----------     -----------     -----------
                                                            96,136          43,328         209,672          69,629         504,879
Operating expenses:
       Marketing                                            56,174              --          56,174              --       1,687,792
       Patent Rights                                            --              --              --         624,395       1,005,827
       Other Development Costs                                  --              --          32,400              --         893,971
       Rent                                                 21,696          23,600          64,396          70,800         354,206
       Travel                                                   --              --              --           2,675         234,859
       Selling, general and administrative expenses         96,690          18,380         219,657          80,589       1,214,477
                                                       -----------     -----------     -----------     -----------     -----------

          Total operating expenses                         174,560          41,980         372,627         778,459       5,391,132

Loss before other income (expense)                         (78,424)          1,348        (162,955)       (708,830)     (4,886,253)

Other income (expense) (Net)
       Interest (expense) (Net)                               (189)           (532)         (1,192)         (2,340)       (155,484)
Sale by subsidiary of common stock                          51,375              --          51,375              --          51,375
                                                       -----------     -----------     -----------     -----------     -----------

          Total other income (expense)                      51,186            (532)         50,183          (2,340)       (104,109)

                                                       -----------     -----------     -----------     -----------     -----------
Net Income (Loss) before Minority Interest                 (27,238)            816        (112,772)       (711,170)     (4,990,362)

Minority Interest in Net Income (Loss) of Subsidiary        20,807          (5,454)         41,841             122          19,435
                                                       -----------     -----------     -----------     -----------     -----------

Net (Loss)                                                 (48,045)         (4,638)       (154,613)        711,292      (5,009,798)
                                                       ===========     ===========     ===========     ===========     ===========

Basic weighted average common shares outstanding        36,845,681      27,617,515      36,349,895      23,362,600      19,700,802
                                                       ===========     ===========     ===========     ===========     ===========

Basic Loss per common share                            $   (0.0013)    $   (0.0002)    $   (0.0043)    $   (0.0304)        (0.2543)
                                                       ===========     ===========     ===========     ===========     ===========
</TABLE>

<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
            FOR NINE MONTHS ENDED AUGUST 31, 2002 AND AUGUST 31, 2001
           FROM INCEPTION (DECEMBER 24, 1997) THROUGH AUGUST 31, 2002

<TABLE>
<CAPTION>
                                                                                                                      Inception
                                                                                         Nine Months              December 24, 1997)
                                                                                  Ended Aug 31  Ended Aug 31           through
                                                                                      2002          2001           August 31, 2002
                                                                                     ------       ---------        ----------------
<S>                                                                               <C>             <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                                 $(154,613)      $ 711,292           $(5,009,798)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
              Depreciation and amortization                                          20,145          20,777               103,021
              Issuance of stock for general & administrative expenses                96,839          18,750               115,589
              Issuance of stock for marketing services                                   --              --             1,544,215
              Issuance of note for other development costs                           32,400         124,395               849,626
              (subsequently converted to warrants)
              Interest expense settled with issuance of note                             --              --                27,770
              (subsequently converted to warrants)
                         Interest expense - related party                             9,757              --                26,842
                         Interest income - related party                             (8,565)             --               (20,996)
Changes in Operating assets and liabilities:
              Receivables and other Assets                                          (86,645)         42,781              (375,386)
              Accounts Payable and Accrued Liabilities                               31,704         (24,768)              148,520
                                                                                     ------       ---------           -----------
Net cash provided by/(used in) operating activities                                 (58,978)       (529,357)           (2,590,597)

CASH FLOWS FROM INVESTING ACTIVITIES:

Bank Indebtedness                                                                     1,512              --                 2,939
Purchase of Property and equipment                                                       --            (667)             (128,715)
Issuance of stock for subsidiaries cash balance                                          --              --                40,628
Repayment of subsidiary share subscription receivable                                    --              --                34,233
Collection of subsidiary share subscription receivable                                   --              --                83,331
Minority interest portion of net income (loss) of subsidiary                         41,841             122                19,435
Deposits on future acquisitions                                                          --         500,000            (1,000,000)
                                                                                     ------       ---------           -----------
Net cash provided by/(used in) investing activities                                  43,353         499,455              (948,149)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties                                             --              --             1,416,045
  Issuance of stock                                                                  15,625          16,500               957,701
  Contribution to Paid in Capital                                                        --              --             1,165,000
                                                                                     ------       ---------           -----------
Net cash provided by/(used in) financing activities                                  15,625          16,500             3,538,746
                                                                                     ------       ---------           -----------
Net increase (decrease) in cash and cash equivalents                                     --         (13,402)                   --
Cash and cash equivalents, beginning of period                                           --          14,550                    --
                                                                                     ------       ---------           -----------
Cash and cash equivalents, end of period                                                 --       $   1,148                    --
                                                                                     ======       =========           ===========

Supplemental Schedule of noncash investing and financing activities:

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

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


<PAGE>

On May 29, 2000, the company issued 5,000,000 shares of common stock in exchange
for 35,700,000 shares of Sword Comp-Soft Corp, a Delaware corporation which
provides on-line interactive health services through the Internet. The
transaction was recorded using the "purchase method" as the registrant acquired
76,54% of Sword Comp-Soft Inc's outstanding shares at May 29, 2000.

The following assets were acquired through this transaction:

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

The following liabilities were assumed through this transaction:
Accounts payable and accrued liabilities              4,500

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

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

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


<PAGE>

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

                                 AUGUST 31, 2002

                                   (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.

Note 2 - Revenue Recognition

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

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

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

NOTE 3 - NET LOSS PER SHARE

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

<PAGE>

NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The company reported a net loss of $(48,045)
and $(154,613)for the three and nine months ended August 31, 2002 as well as
reporting net losses of $ (5,009,798)from inception (December 24, 1997) to
August 31, 2002. As reported on the statement of cash flows, the Company had
negative cash flows from operating activities of $(58,978)for the nine months
ended August 31, 2002 and has reported deficient cash flows from operating
activities of $(2 590 597) from inception (December 24, 1997). To date, these
losses and cash flow deficiencies have been financed principally through the
sale of common stock $957,701 and short term debt $1,416,045 which is
principally related party debt.

Additional capital and/or borrowings will be necessary in order for the Company
to continue in existence until attaining and sustaining profitable operations.
Management has continued to develop a strategic plan, 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 this fiscal year. The major
shareholder's of the organization have committed to fund the operations of the
organization during this fiscal year until the organization can generate
sufficient cash flow from operations to meet current operating expenses and
overhead.

NOTE 5 - ACQUISITION OF SWORD COMP-SOFT

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

NOTE 6 - STOCKHOLDER'S EQUITY

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

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

Between April 11, 2002 and May 3, 2002 the company issued 656,250 shares of
common stock, pursuant to Regulation S in settlement of general and
administrative expenses and other development costs. The total amount of these
expenses was $ 78,750.

On June 5, June 21 and on August 16, 2002 the company issued a total of 367,780
shares of common stock, pursuant to Regulation S in settlement of general and
administrative expenses. The total amount of these expenses was $ 50,489.

<PAGE>

NOTE 7 - PATENT RIGHTS

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

NOTE 8 - OTHER ASSETS

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

<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.

Some of the statements under "Plan of Operations," "Business" and elsewhere in
this registration statement are forward-looking statements that involve risks
and uncertainties. These forward-looking statements include statements about our
plans, objectives, expectations, intentions and assumptions and other statements
contained herein that are not statements of historical fact. You can identify
these statements by words such as "may," "will," "should," "estimates," "plans,"
"expects," "believes," "intends" and similar expressions. We cannot guarantee
future results, levels of activity, performance or achievements. Our actual
results and the timing of certain events may differ significantly from the
results discussed in the forward-looking statements. You are cautioned not to
place undue reliance on any forward-looking statements.

The business objective of Millenia is to establish MALAREX as an accepted
control agent for the treatment and prevention of malaria throughout the world.
Not only do we believe that MALAREXTM is an effective anti-malarial drug, it
will also be made available at prices that are adapted to the realities of the
affected market. The availability and pricing of MALAREXTM, 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 MALAREXTM

To date, Malarex(TM) has had positive test results for its efficacy and
non-toxicity (Institute of Superior Health, University of Rome, Mcgill
University, ITR Laboratories) and successful human trials (Mozambique 1997,
Madagascar 1998, Cameroon 1999 and 2001).

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

As of August 31, 2002, Millenia Hope had received 5 sales authorizations from
West African nations, Congo (Brazzaville), Guinea (Conakry), Togo, Rwanda, the
Central African Republic and product authorization from Burundi. We are awaiting
sales authorizations from a number of other West African nations. Based on
management's best estimates, Millenia hopes to sell 1 million treatments of
Malarex or $ 7 million within 12 months of these authorizations having been
received.

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

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

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
next twelve months until


<PAGE>

the company can generate sufficient cash flows from operations to meet current
operating expenses and overhead.

Liquidity and cash flow needs of the company

From December 1st, 2001 to August 31, 2002 the company and its subsidiary
incurred operating and interest expenses in the amount of $480,541 while
recording net cash revenues of $317,586. from September 1st, 2002 to November
30th, 2002, the fiscal year end, the company anticipates that its net cash flow
needs, including that of its subsidiary, will be $175,000 primarily to cover day
today operating expenses. These funds will be covered by revenue received and
any shortfalls will be met by the officers and certain shareholders as
previously outlined.

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

Sword has what it believes is some of the most advanced technology currently
available in the field of e-Healthcare and that it will be in a position to
offer a range of application services designed around the concept of providing a
series of useful, on line interactive health services and facilities in an
attractive, convenient format to people in their electronic environments. These
application services include the identification and personal logging of
disease(s) and strategies to cope with long term health issues from nutrition,
wellness and health in a "patient driven" format. Sword has completed the first
phase of its first ASP which will be available over the Internet by October 31,
2002.

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

Sword's registration statement was accepted by the Security Exchange Commission
of the United States on July 16, 2001 and is a reporting company. It is
presently in the process of applying to the appropriate authorities to be able
to trade Sword shares in the public market place.

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, fills the same post at Sword as well as
sitting on its Board of Directors. This allows Millenia to both monitor and
guide Sword in its financial transactions and decisions.

On October 9, 2001 Millenia Hope and Cibecol Industrial Farmaceutica Ltda.
signed a purchase agreement via which Millenia acquired 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 were owned by Millenia. Cibecol, incorporated and headquartered in Brazil,
operates one of the largest phyto-pharmaceutical plants in Southern Brazil out
of its 20,000 square foot manufacturing facility and also owns 82 hectares of
arable land, located in Porto Allegre, Brazil. Millenia will use the Brazilian
facility for the production of voacamine, the active agent in Malarex(TM).

Millenia, under the leadership of its scientific committee, expects to introduce
a new concept, called 02-IV, oxygenation of intravenous solutions. Intravenous
solution recipients will now be able to derive a positive boost from the extra
dose of oxygen delivered directly to their blood stream.

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

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


<PAGE>

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

Liquid Asset, a manufacturer of oxygenated and specialized beverages, was
incorporated on November 29, 1999 and commenced activities in September 2000.
Mr. Leonard Stella, Chief Operating Officer of Millenia Hope, fills the same
position with Liquid Asset Corp. as well as sitting on its Board of Directors.

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


<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>
12/02/2001        common shares          25,000         $3,125             Regulation S

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

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

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

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

4/11/2002         common shares         372,600      Settlement            Regulation S
                                                     General and
                                                     Administrative
                                                     Expenses
                                                     $ 44,712

4/25/2002         common shares         270,000      Settlement            Regulation S
                                                     Other
                                                     Development
                                                     Costs
                                                     $ 32,400

5/03/2002         common shares         13,650       Settlement            Regulation S
                                                     General and
                                                     Administrative
                                                     Expenses
                                                     $ 1,638

6/05/2002         common shares         242,780      Settlement            Regulation S
                                                     General and
                                                     Administrative
                                                     Expenses
                                                     $ 33,989

6/21/2002         common shares         100,000      Settlement            Regulation S
                                                     General and
                                                     Administrative
                                                     Expenses
                                                     $ 14,000

8/16/2002         common shares          25,000      Settlement            Regulation S
                                                     General and
                                                     Administrative
                                                     Expenses
                                                     $ 2,500

(b) Reports on Form 8-K

    None
</TABLE>

<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, 2002                          By: /s/ Dominique Morisot
                                                   ----------------------
                                                   President / CEO