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  May  31,  2000  Issuer  had
outstanding 20175239 shares of Common Stock.

<PAGE>


                                      INDEX

PART I: FINANCIAL INFORMATION


Item 1. Financial Statements

     Balance Sheets  (Unaudited) at May 31, 2000 and May 31, 1999  Statements of
     income  (Unaudited) for the six months ended May 31, 2000 and May 31, 1999,
     and from  inception  (December  24,  1997) to May 31,  2000  Statements  of
     shareholder's equity from December 24, 1997 to May 31, 2000.  Statements of
     cash flows  (Unaudited)  for the six months  ended May 31, 2000 and May 31,
     1999,  and from inception  (December 24, 1997) to May 31, 2000.  Summary of
     Significant   Accounting   policies  Notes  to  the  Financial   Statements
     (Unaudited)

Item 2. Plan of Operations


PART II. Other Information

     Item 2. Sale of Unregistered Securities

     Item 6. Exhibits and Reports on Form

     SIGNATURES


<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                  BALANCE SHEET
                          May 31, 2000 AND May 31, 1999
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                     Assets
                                                                  2000            1999
                                                             --------------   --------------
<S>                                                          <C>              <C>
Current Assets
    Cash and cash equivalents                                $      359,368   $        3,968
      Total current assets                                          359,368           53,550
Investment in subsidiary                                          7,500,000               --
Property and equipment, net                                          39,234           53,550
Other assets                                                      1,005,827          747,300

      Total assets                                                8,904,429          804,818

                      Liabilities and Shareholder's Equity

Current Liabilities
    Accounts payable                                                203,315          192,996
    Current Portion of long term debt (net of discount)                  --           44,400
    Notes payable (principally related parties)                          --          801,886
    Other current liabilities                                        57,400               --
      Total curent liabilities                                      260,715        1,039,282
    Long-term debt, less current portion (net of discount)               --          148,430

 Shareholder's Equity
    Common Stock, $,0001 par value; authorized                        2,017            1,121
         70,000,000 shares; issued and outstanding
         20,175,239 in 2000 and 11,211,220 in 1999
    Paid in Capital                                              11,299,407        1,960,294
    Deficit accumulated during the development stage            (2,657,710)      (2,344,309)

      Total Shareholder's Equity                                  8,643,714         (382,894)

       Total liabilities and shareholder's equity               $ 8,904,429   $      804,818
                                                                ===========   ==============
</TABLE>


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

<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                               STATEMENT OF INCOME
              FOR THE 6 MONTHS ENDED MAY 31, 2000 AND MAY 31, 1999
                        AND THE PERIOD FROM THE INCEPTION
                       (DECEMBER 24, 1997) TO MAY 31, 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                   Inception
                                                            3 months ended       (Dec. 24, 1997)
                                                    MAY 31, 2000   MAY 31, 1999    MAY 31, 2000
                                                    ------------   ------------    ------------
<S>                                                 <C>             <C>             <C>
Revenue:
Licensing fees                                         $15,000         $12,500         $42,500

Operating expenses:
Marketing                                                   --       1,514,215       1,514,215
Research Development                                        --              --         218,515
Rent                                                    38,200          38,200         175,850
Travel                                                  40,230              --         162,230
Selling, general and administrative expenses            67,759          21,878         479,762

   Total operating expenses                            146,189       1,574,293       2,550,572

  Loss before other income (expense)                  (131,189)    (1,561,793)     (2,508,072)

Other income (expense):
Interest expense                                       (27,770)        (36,466)       (149,638)

   Total other income (expense)                        (27,770)        (36,466)       (149,638)

Net Loss                                              (158,959)    (1,598,259)      (2,657,710)
                                                    ==========      ==========      ==========
Basic weighted average common
shares outstanding                                  12,029,919      10,166,673      10,799,716
                                                    ==========      ==========      ==========

Basic Loss per common share                           $(0.0132)       $(0.1572)       $(0.2461)
                                                    ==========      ==========      ==========
</TABLE>

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


<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                             STATEMENT OF CASH FLOWS
              FOR THE 6 MONTHS ENDED MAY 31, 2000 AND MAY 31, 1999
                        AND THE PERIOD FROM THE INCEPTION
                       (DECEMBER 24, 1997) TO MAY 31, 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                                Inception
                                                                                  6 Months Ended              (Dec. 24, 1997)
                                                                        MAY 31, 2000           MAY 31, 1999    MAY 31, 2000
                                                                        ------------           ------------    ------------
<S>                                                                       <C>                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                           $(158,959)         $ (1,598,259)     ($2,657,710)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
              Depreciation and amortization                                     7,002                  7,250          36,766
               Issuance of stock for marketing services                            --              1,514,215       1,514,215
Changes in Operating assets and liabilities:
              Accounts payable and notes payable                           (1,170,806)                46,182         260,715
              Long term debt                                                 (161,811)                13,580              --
               Issuance of warrants to cancel notes
                payable and long term debt                                  1,393,247                     --       1,393,247
                                                                          -----------           ------------     -----------

Net cash provided by/(used in) operating activities                           (91,327)               (17,032)        547,233


CASH FLOWS FROM INVESTING ACTIVITIES:
            Patent rights                                                          --                     --      (1,005,827)
            Purchase of property                                                   --                     --         (76,000)
                                                                          -----------           ------------     -----------
Net cash provided by/(used in) investing activities                                --                     --      (1,081,827)


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
    Issuance of stock                                                         446,762                     --         893,962
                                                                          -----------           ------------     -----------

Net cash provided by/(used in) financing activities                           446,762                     --         893,962
                                                                          -----------           ------------     -----------


Net increase (decrease) in cash and cash equivalents                          355,435                (17,032)        359,368
Cash and cash equivalents, beginning of period                                  3,933                 21,000              --
                                                                          -----------           ------------     -----------

Cash and cash equivalents, end of period                                     $359,368                 $3,968          59,368
                                                                          ===========           ============     ===========
</TABLE>



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

<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        STATEMENT OF SHAREHOLDERS' EQUITY
             FROM INCEPTION (DECEMBER 24, 1997) THROUGH MAY 31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                     Deficit during      Total
                                                                          Common          Paid in       Development    Shareholders'
                                                          Shares          Amount         Capital          Stage           Equity
                                                        -----------    -----------   ------------  ------------    ------------
<S>                                                      <C>           <C>            <C>           <C>            <C>
Balance, beginning December 01, 1997:                            --    $        --    $        --   $        --    $         --


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

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

Net loss year ended November 30, 1998                                                                  (746,050)       (746,050)
                                                        -----------    -----------   ------------  ------------    ------------

Balance at November 30, 1998                             10,100,000          1,010        446,190      (746,050)       (298,850)

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

Net loss year ended November 30, 1999                                                                (1,752,702)     (1,752,702)
                                                        -----------    -----------   ------------  ------------    ------------

Balance, at November 30, 1999:                           11,211,220          1,121      1,960,294    (2,498,751)       (537,336)

Proceeds from January 17, 2000
Issuance of common shares                                   563,000             56         50,614                        50,670

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

Proceeds from February 28, 2000
Issuance of Warrants                                             --             --      1,393,247                     1,393,247
Proceed from May 29, 2000 issuance of common shares       5,000,000            500      7,499,500                     7,500,000
Proceed from May 31, 2000 issuance of common shares       4,401,019            440        395,652                       396,092
Net loss six months ended may 31, 2000                                                                 (158,959)       (158,959)
                                                        -----------    -----------   ------------  ------------    ------------
                                                         20,175,239    $     2,017   $ 11,299,407  $ (2,657,710)   $ (8,643,714)
                                                        ===========    ===========   ============  ============    ============
</TABLE>

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

<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                  6 MONTHS Ended MAY 31, 2000 AND MAY 31, 1999
                                   (UNAUDITED)

Basis of accounting:

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

Management estimates:

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

Fair value of financial instruments:

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

Cash and cash equivalents:

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

Property, equipment and depreciation:

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

                                                     Estimate Useful Life
                                                           (In Years)

                  Office Furniture and Equipment               10

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

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

<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                  6 MONTHS ENDED MAY 31, 2000 AND MAY 31, 1999
                                   (UNAUDITED)


Intangibles:

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

Recent Accounting Pronouncements:

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


<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS
                  6 MONTHS Ended MAY 31, 2000 AND MAY 31, 1999
                                   (unaudited)


1.   Organization and business

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

2.   Concentrations of credit risk

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

3.   Details of financial statement components

                                                           2000         1999
                                                       ----------     ----------
Property and Equipment:
   Furniture and Fixtures                              $   15,900     $   15,900
   Leasehold Improvements                                  60,100         60,100
                                                       ----------     ----------
                                                           76,000         76,000
   Accumulated Depreciation/Amortization                   36.766         22.450
                                                       ----------     ----------
  Property, and Equipment, net                         $   39.234     $   53.550
Other Assets:
    Patent rights
     Patent rights - Malarex                           $  747,300     $  747,300
     (Purchased January 7, 1998)
     Patent rights - Strychnos                            258,527
                                                       ----------
     (Purchased June 1, 1999)                          $1,005,827        747,300


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

  Other Current Liabilities:
Deferred Revenue                    $    2,500         $       --
Accrued Expenses                        54.900                 --
                                    ----------         ----------

                                    $   57.400         $       --


<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS
                  6 MONTHS ENDED MAY 31, 2000 AND MAY 31, 1999
                                   (UNAUDITED)


4.   Note Payables :

           Related Party:
           Promissory Note Payable - C. Villenueve,          --      801.886
                                                                  ----------
           a shareholder, unsecured, interest at 8%          --   $  801.886
           per annum, no maturity date

5.   Long-term debt

           Promissory Note - Giuseppe Motta and              --   $  148.430

           Silvio Rossi, unsecured, discounted for 8%
           Imputed interest; annual payments
           of $44,400 for 5 years and a
           final payment of $33,600 current
           portion of long term debt                         --       44.400
                                                                  ----------
                                                                     192.830


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


6.   Commitments, contingencies and litigation

     Office rent agreement:

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

     Auto Reimbursement

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

7.   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 $158.959 for the 6 months ended May 31, 2000 and has reported net losses
     of  $2,657.710  from  inception  (December  24, 1997) to May 31,  2000.  As
     reported on the statement of cash flows, the Company incurred negative cash
     flows from operating  activities of $151.957 for the 6 months ended May 31,
     2000 and has reported  deficient  cash flows from  operating  activities of
     $2,620.044 from inception  (December 24, 1997).  To date,  these losses and
     cash flow deficiencies have been financed  principally  through the sale of
     common stock ($2.287.209) and the issuance of common stock in settlement of
     contractual obligations ($1,514,215).  Additional capital and/or borrowings
     will be necessary  in order for the Company to continue in existence  until
     attaining and sustaining profitable operations. Management has continued to
     develop a strategic plan to develop a management team,  maintain  reporting
     compliance  and  establish  long  term   relationships   with  other  major
     organizations  to develop and  distribute the product  Malarax.  Management
     anticipates  generating  revenue  through the sales of Malarax  during this
     fiscal year. The major  shareholder's of the organization have committed to
     fund the operations of the  organization  during the next fiscal year until
     the organization can generate  sufficient cash flow from operations to meet
     current  operating  expenses and overhead.  These are the same officers and
     shareholders  that have  previously  committed to  maintaining a sufficient
     flow for the organization.


<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS
                  6 MONTHS ENDED MAY 31, 2000 AND MAY 31, 1999
                                   (UNAUDITED)

8.   Comprehensive income (loss)

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

9.   Related Parties

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

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

10.  Income Taxes

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

11.  Shareholders' Equity

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

     On January 20, 2000,  1,000,000  shares of common stock belonging to one of
     the  company's   founders  was  returned  to  the  company's  treasury  for
     cancellation.

     On May 29th,  2000, the company issued five million  (5,000,000)  shares of
     common stock as part of its payment for the purchase of thirty five million
     seven hundred  thousand  (35,700,000)  shares of SWORD COMP-SOFT CORP. from
     that company's treasury.  The total cost of this acquisition was $7,500,000
     of Millenia  common stock,  valued at the average thirty date trading range
     (OTC other) of $1,50 per share,  and five million warrants as authorized in
     note 12. The transaction was at arm's length with third parties.

12.  Warrants and Options

     In 1998, the Company, in accordance with it private placement memorandum to
     sell 6,100,000 units (each unit consisting of one (1) share of common stock
     and one (1) warrant),  sold 6,100,000 shares of common stock.  Each warrant
     entitles  the  registered  holder  thereof to purchase at any time from the
     date for a period of three (3) years,  one share of common stock at a price
     of $0.09. As of May 31, 2000, 1.135.981 warrants were outstanding.

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

<PAGE>


                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                       NOTES TO THE FINANCIAL STATEMENTS
                  6 MONTHS ENDED MAY 31, 2000 AND MAY 31, 1999
                                  (UNAUDITED)


     Warrants and Options (continued):

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

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

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

     On April 19, 2000, the company  granted 100,000 options to its new Chairman
     of the Board,  Dr.  George  Tsoukas.  The options vest after one year.  The
     options are exercisable at $1.50 per share and expire on December 31, 2003.
     The total  dollar  value of the options at the date of grant was  $150,000.
     The fair market value of the company's  stock which was tradable on the OTC
     other was $1.50.

     On April 19, 2000 the company  granted 100,000 options to its Vice Chairman
     of the Board,  Dr.  David  Mulder.  The  options  vest after one year.  The
     options are exercisable at $1.50 per share and expire on December 31, 2003.
     The total  dollar  value of the options at the date of grant was  $150,000.
     The fair market value of the company's  stock which was tradable on the OTC
     other was $1.50.

     On May 29,  2000,  the company as part of its  payment for the  purchase of
     thirty five million seven  hundred  thousand  (35,700,000)  shares of SWORD
     COMP-SOFT  CORP.  from  that  company's   treasury,   issued  five  million
     (5,000,000) warrants entitling the registered holder thereof to purchase at
     anytime from that date for a period of three (3) years, one share of common
     stock at a price of two dollars ($2).

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

                                                               Inception
                                                             December 24, 1997
                                                                 Through
                                                              MAY 31, 2000
                                                              ------------
         Net Income after proforma effect                     $(2,657.710)

13.  Earnings (Loss) per common share

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


<PAGE>


Item 2.  Plan of Operation.

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

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

The business objectives of Millenia are twofold.

First and foremost is to establish  MALAREX as an accepted control agent for the
treatment and prevention of malaria throughout the world. Not only do we believe
that MALAREX is an effective  anti-malarial drug, it will also be made available
at prices  that are adapted to the  realities  of the third  world  market.  The
availability and pricing of MALAREX will hopefully ensure its  acceptability and
use in the fight  against  malaria.  To this end the company  has  entered  into
clinical trials of MALAREX with the following three countries:

o    On October 5th, 1999 India's  Directorate  of Health  accepted  MALAREX for
     both in-vitro  (test-tube) and in-vivo (live trials)  testing.  On February
     28th, 2000 the in-vitro tests were  successfully  completed and the in-vivo
     tests are scheduled to be run next.

o    On January 13th, 2000 Cameroun's  Department of Health accepted MALAREX for
     both  in-vitro and in-vivo  testing.  As of February  17th,  2000 the above
     testing was  successfully  concluded.  The company is waiting for the final
     approval of the  Department  of Health for MALAREX to be sold in  Cameroun.
     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.

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.

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

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

<PAGE>


At present the only  significant  cash outlay of the Company is for rent as well
as legal and accounting  fees incurred by the Company as it prepares this filing
and filings  associated  with being a  reporting  company  (quarterly  unaudited
reports,  annual  reports,  etc.).  There  is  currently  insufficient  funds to
adequately provide for the Company's needs over the next twelve months, however,
the officers and certain  shareholders  have committed to fund the operations of
the  company  during  the net  twelve  months  until the  company  can  generate
sufficient  cash flow from  operations  to meet current  operating  expenses and
overhead.

Liquidity and cash flow needs of the company

From  December  1st,  1999 to May  31st,  2000 the  company  incurred  operating
expenses  of $ 146.189  and  interest  expenses  in the amount of $27,770  while
recording  net cash revenues of $15,000.  From June 1st, 2000 to November  30th,
2000, the fiscal year end, the company  anticipates that its net cash flow needs
will be $95.000 primarily to cover day to day operating expenses and $60,000
to cover  overseas  travel  expenses.  These  funds  will be  covered by revenue
received and any shortfalls will be met by the officers and certain shareholders
as previously outlined.

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,  valued
at the average  thirty date trading  range (OTC other) of $1.50 or seven million
five  hundred   thousand   dollars   ($7,500,000)   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. is 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.

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.

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

At a Board of  Directors  meeting,  held on April 19,  2000,  Dr.  Alain  Soucy,
Chairman of the Board of Millenia,  resigned in order to head up a new start-up,
Thermolysis  International,  a corporation specializing in industrial water (and
waste) purification.


<PAGE>


At the same  meeting,  Dr.  George  Haligua,  Vice  President  of Finance  and a
Director,  has resigned to devote more time and  concentrate  his efforts on his
own principle businesses.

Dr. George Tsoukas is the newly elected chairman of the Board of Millenia Hope.

Dr.  George  Tsoukas  has a  bachelor  of science in  Biochemistry  from  McGill
University  and received his Medical  degree from McGill in 1968. In 1975 he was
granted a specialization in Internal  Medicine and  Endocrinology  from the same
institution. For over 10 years, he has been an Associate Physician at the McGill
University Medical Center and is currently  conducting clinical research on bone
diseases.  Dr.  Tsoukas was also the chief  examiner  for the Quebec  College of
Endocrinologists  from 1980 - 1986.  Dr.  Tsoukas is a well known  educator who,
over the past  decade,  has  produced  medical  CD-ROMs  and hosted a popular TV
program explaining medical conditions. He has also lectured extensively to other
doctors on behalf of major pharmaceutical companies.

Mr.  Leonard  Stella,  President  and  Treasurer,  will take over the  financial
responsibilities  of Dr. Haligua and will share, with Mr. Tom Bourne,  Secretary
of Millenia,  the duties involved in shareholder relations previously handled by
Dr. Haligua.

Further, Mr. Stella's title will now be COO, Chief Operating Officer,  replacing
his previous designation as President and Treasurer.

The Company intends to continue  conducting  product research and development as
mentioned  previously via a previously  noted agreement with its VP Research Mr.
G. Motta. The Company will, in the future, retain marketing and public relations
consultants  as necessary,  and hire support  staff when  warranted by its sales
volume on an as needed basis.

Part II other information

Item 2: Sales of Unregistered securities


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

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

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

29/5/2000        common shares  5,000,000   35,700,000      Section 4(2)
                                            shares of
                                            Sword Comp-
                                            Soft Corp.

31/5/2000        common shares  4.401.019   396.092         Regulation S


ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

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

(b)  Reports on Form 8-K

     None

<PAGE>

                                   SIGNATURES

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



                                         Millenia Hope Inc.
                                         (Registrant)


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