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                               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, 2003 Issuer had 40,701,277
outstanding shares of Common Stock.

                                      INDEX

PART I: FINANCIAL INFORMATION

      Item 1. Financial Statements

            Balance Sheet (Unaudited) at May 31, 2003.

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

            Consolidated Statements of cash flows (Unaudited) for the six months
            ended May 31, 2003 and May 31, 2002 and from inception (December 24,
            1997) to May 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 MAY 31, 2003
                                   (UNAUDITED)

                                     Assets

Current Assets
     Cash and cash equivalents                                      $        15
     Notes Receivable - Related Party                                   623,254
     Other current assets                                                80,000
                                                                    -----------

       Total current assets                                             703,269
Property and equipment, net                                               4,690
Other Asset                                                                   1
                                                                    -----------
Total assets                                                            707,960
                                                                    ===========

                      Liabilities and Shareholder's Equity

Current Liabilities
     Accounts payable and accrued liabilities                           190,075
     Notes payable (principally related parties)                          3,068
                                                                    -----------

       Total current liabilities                                        193,143

 Shareholder's Equity
     Common Stock, $.0001 par value; authorized
          70,000,000 shares; issued and outstanding 40,701,277            4,070
     Warrants                                                         1,393,247
     Paid in Capital                                                  7,047,033
     Cost of Treasury Shares                                                100
     Deficit accumulated during the development stage                (7,929,633)
                                                                    -----------

       Total Shareholder's Equity                                       514,817
        Total liabilities and shareholder's equity                  $   707,960
                                                                    ===========

                   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)
                      CONSOLIDTAED STATEMENT OF OPERATIONS
            FOR THE 3 MONTHS AND 6 MONTHS ENDED MAY 31, 2003 AND 2002
             FROM INCEPTION (DECEMBER 24, 1997) THROUGH May 31, 2003
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                               Three Months                    Six Months              INCEPTION
                                                               Ended May 31,                                         (Dec. 24, 1997)
                                                           2003            2002           2003            2002          Through
                                                                                                                      May 31, 2003
                                                       ------------    ------------   ------------    ------------   --------------
<S>                                                    <C>             <C>            <C>             <C>             <C>
Revenue:                                               $          0    $     65,628   $     47,630    $    185,786    $  1,118,848

Cost of Revenues                                                  0          32,096         24,352          72,250         603,563
                                                       ------------    ------------   ------------    ------------    ------------
                                                                  0          33,532         23,278         113,536         515,285

Operating expenses:
       Marketing                                             40,000              --        142,750              --       2,217,752
       Patent Rights                                             --              --             --              --       1,005,827
       Other Development Costs                                   --          32,400             --          32,400         921,177
       Rent                                                  14,650          19,100         29,300          42,700         381,555
       Travel                                                    --              --             --              --         234,859
       Selling, General and administrative expenses          25,569          83,791         38,731         122,967       1,481,341
                                                       ------------    ------------   ------------    ------------    ------------

          Total operating expenses                           80,219         135,291        210,781         198,067       6,242,511

 Income (Loss) before other income (expense)                (80,219)       (101,759)      (187,503)        (84,531)     (5,727,226)
                                                       ------------    ------------   ------------    ------------    ------------

Other income (expense) (Net):

       Interest income (expense) (net)                       10,720            (378)        10,717          (1,003)       (156,064)
       Writedown-leaseholds                                      --              --             --              --          (2,663)
       Writedown-other assets                                    --              --             --              --      (2,799,999)
       Gain (Loss) on disposition of shares                 666,285              --        691,285              --         681,738

                                                       ------------    ------------   ------------    ------------    ------------

         Total other income (expense)                       677,010            (378)       702,002          (1,003)     (2,276,988)
                                                       ------------    ------------   ------------    ------------    ------------

Net Income (Loss) before Minority Interest                  596,786        (102,137)       514,499         (85,534)     (8,004,214)

Minority Interest in net income (loss) of subsidiary             --           5,762         (2,582)         21,034         (74,581)
                                                       ------------    ------------   ------------    ------------    ------------

Net Income (loss)                                           596,786        (107,899)       517,081        (106,568)     (7,929,633)
                                                       ============    ============   ============    ============    ============

Basic weighted average common shares outstanding         40,513,705      38,907,622     39,888,642      35,742,836      28,499,639
                                                       ============    ============   ============    ============    ============

Basic Loss per common share                            $     0.0147    $    (0.0030)  $     0.0130    $    (0.0030)   $    (0.2782)
                                                       ============    ============   ============    ============    ============
</TABLE>

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

<PAGE>

                               MILLENIA HOPE INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                      CONSOLIDTAED STATEMENT OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED MAY 31, 2003 AND 2002
                        AND THE PERIOD FROM THE INCEPTION
                    (DECEMBER 24, 1997) THROUGH May 31, 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   Six Months                 Inception
                                                                                   Ended May 31,         (December 24, 1997)
                                                                             -----------------------           through
                                                                               2003          2002           May 31, 2003
                                                                             --------      --------      -------------------
<S>                                                                          <C>           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                            (517,081)     (106,568)         (7,929,833)
Adjustments to reconcile net income (loss) to net cash used in operating
activities:
             Depreciation and amortization                                      3,660        13,430             113,055
             Issuance of stock for services                                    14,000        46,350           1,799,379
             Issuance of note for other development costs                          --        32,400             817,226
             (subsequently converted to warrants)
             Interest expense settled with issuance of note
             (subsequently converted to warrants)                                  --            --              27,770
         Interest expense - related party                                       1,711         6,632              32,996
         Interest income - related party                                      (12,428)       (5,629)            (24,859)
         Write down note receivable                                                --            --              70,000
         Settlement of Subscription receivable for services                        --            --             256,250
         Sale of Investment in Subsidiary for services                             --            --              10,800
         Write down leaseables                                                     --            --               2,663
         Write down 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                                      80,000       (52,853)            (22,511)
             Payables and Accrued Liabilities                                  14,595        24,969             190,075
                                                                             --------      --------          ----------

Net cash provided by/(used in) operating activities                           (63,943)      (41,269)         (2,530,005)

CASH FLOWS FROM INVESTING ACTIVITIES:

Bank Indebtedness                                                              (4,288)        4,610                  --
Purchase of Property and equipment                                                 --            --            (128,715)
Issuance of stock for subsidiaries 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)       21,034             (74,581)
Deposits on future acquisitions                                                    --            --          (1,000,000)
                                                                             --------      --------          ----------

Net cash provided by/(used in) investing activities                            (6,870)       25,644          (1,045,104)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties                                    3,000            --           1,371,245
  Issuance of stock                                                            67,828        15,625           1,023,864
  Contribution to Paid in Capital                                                  --            --           1,165,000
                                                                             --------      --------          ----------

Net cash provided by/(used in) financing activities                            70,828        15,625           3,560,109
                                                                             --------      --------          ----------

Net increase (decrease) in cash and cash equivalents                               15            --                  15
Cash and cash equivalents, beginning of period                                     --            --                  --
                                                                             --------      --------          ----------
Cash and cash equivalents, end of period                                           15            --                  15
                                                                             ========      ========          ==========
</TABLE>

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

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

                                   (Unaudited)

                                  MAY 31, 2003

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 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 income of $596,786
and $ 517,081 for the three months and six months ended May 31, 2003 as well as
reporting net losses of $(7,929,633) from inception (December 24, 1997) to May
31, 2003. As reported on the statement of cash flows, the Company had negative
cash flows from operating activities of $ 63,943 for the six months ended May
31, 2003 and has reported deficient cash flows from operating activities of $
2,530,005 from inception (December 24, 1997). To date, these losses and cash
flow deficiencies have been financed principally through the sale of common
stock $ 1,023,864 and short term debt $ 1,371,245 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.

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.

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 8 sales
authorizations from West African nations, Congo (Brazzaville) and Guinea
(Conakry), Togo, Burundi, Central African Republic, Benin, Gabon and Chad. We
are awaiting sales authorizations from several other West African nations. Based
on managements best estimates, Millenia hopes to sell up to 1 million treatments
of Malarex or $7 million 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 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 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 have been obtained.

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

<PAGE>

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.

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 would continue to produce its
own group of 61 natural medicines that are currently being Marketed in Brazil.
This acquisition would be a key step forward toward Millenia's goal of becoming
a vertically integrated producer and distributor of Malarex.

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 May 31, 2003 the company and its subsidiary until
March 5, 2003, incurred operating and interest expenses in the amount of
$224,416 while recording net cash revenues of $47,630. from June 1st, 2003 to
November 30th, 2003, the fiscal year end, the company anticipates that its net
cash flow needs, will be $250,000 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

(b)   Reports on Form 8-K

      None

                                   SIGNATURES

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

                                        Millenia Hope Inc.
                                           (Registrant)


Dated July 15, 2003                     By: /s/ Leonard Stella
                                            Chief Operating officer