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  February  28, 2001 Issuer had
outstanding 20,592,515 shares of Common Stock.


<PAGE>


                                      INDEX

PART I:   FINANCIAL INFORMATION


     Item 1.   Financial Statements

               Balance Sheet (Unaudited) at February 28, 2001.

               Statement of  operations  (Unaudited)  for the three months ended
               February  28,  2001 and  February  29,  2000  and from  inception
               (December 24, 1997) to February 28, 2001.

               Statements of cash flows  (Unaudited)  for the three months ended
               February  28,  2001 and  February  29,  2000  and from  inception
               (December 24, 1997) to February 28, 2001.

               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 FEBRUARY 28, 2001
                                   (UNAUDITED)


                                     Assets
                                     ------

Current Assets
     Cash and cash equivalents                                           $2,750
     Note Receivable - 3rd party                                         66,666
     Note Receivable - Related Party                                     81,510
     Other current assets                                                54,200
                                                                    -----------

       Total current assets                                             205,126
Property and equipment, net                                              87,988
Deposits                                                              1,000,000
Other Asset                                                              32,000
                                                                    -----------
Total assets                                                          1,325,114
                                                                    ===========


                      Liabilities and Shareholder's Equity
                      ------------------------------------

Current Liabilities
     Accounts payable and accrued liabilities                            84,833
     Notes payable (principally related parties) (net of discount)      198,409
     Other current liabilities                                            2,500
                                                                    -----------

       Total current liabilities                                        285,742

Minority Interest                                                        38,272

 Shareholder's Equity
     Common Stock, $.0001 par value; authorized
          70,000,000 shares; issued and outstanding 20,592,515            2,059
     Warrants                                                         1,393,247
     Paid in Capital                                                  3,812,506
     Cost of Treasury Shares                                                100
     Deficit accumulated during the development stage                (4,206,812)
                                                                    -----------

       Total Shareholder's Equity                                     1,001,100
        Total liabilities and shareholder's equity                   $1,325,114
                                                                    ===========


        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 ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000
                   (UNAUDITED) AND THE PERIOD FROM INCEPTION
                   (DECEMBER 24, 1997) TO FEBRUARY 28, 2001.


<TABLE>
<CAPTION>
                                                                                                             INCEPTION
                                                                           3 months ended                 (Dec. 24, 1997)
                                                                  Feb. 28, 2001        Feb 29, 2000         Feb.28, 2001
                                                                  -------------        ------------         ------------
<S>                                                                 <C>                  <C>                  <C>
Revenue:                                                               101,309                7,500              431,304

Operating expenses:
       Marketing                                                          --                   --              1,573,668
       Patent Rights                                                      --                   --              1,005,827
       Other Development Costs                                            --                   --                276,515
       Travel                                                            2,675                 --                237,534
       Rent                                                             23,600               19,100              239,429
       Consulting                                                       90,660                 --                292,486
       Selling, General and administrative expenses                     26,031               29,502              893,880

          Total operating expenses                                     142,366               48,502            4,519,339

          Loss before other income (expense)                           (41,057)             (41,102)          (4,088,035)

Other income (expense):
       Interest expense (net)                                             (974)             (27,770)            (150,866)

          Total other income (expense)                                    (974)             (27,720)            (150,866)

Net (Loss) before Minority Interest                                    (42,031)             (68,872)          (4,238,901)

Minority Interest in net loss of subsidiary                             (3,970)                --                (32,089)

Net Loss                                                               (38,061)             (68,872)          (4,206,812)
                                                                   ===========          ===========          ===========

Basic weighted average common shares outstanding                    14,871,538           10,992,720           12,194,060
                                                                   ===========          ===========          ===========

Basic Loss per common share                                            (0.0026)             (0.0063)             (0.3450)
                                                                   ===========          ===========          ===========
</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)
                             STATEMENT OF CASH FLOWS
         FOR THE 3 MONTHS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000
                        AND THE PERIOD FROM THE INCEPTION
                    (DECEMBER 24, 1997) TO FEBRUARY 28, 2001
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                      Three Months                Inception
                                                                                   Ended February 28,         (December 24, 1997)
                                                                                   ------------------               through
                                                                                2001               2000         February 28, 2001
                                                                             ----------         ----------         ----------
<S>                                                                             <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                               (38,061)           (68,872)        (4,206,812)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
             Depreciation and amortization                                        8,211              3,514             58,297
             Issuance of stock for marketing services                              --                 --            1,514,215
             Issuance of note for other development costs                          --                 --              192,831
             (subsequently converted to warrants)
             Interest expense settled with issuance of note
             (subsequently converted to warrants)                                  --               27,770             27,770
Changes in Operating assets and liabilities:
             Receivables and other Assets                                        14,458               --           (1,168,776)
             Accounts Payable and Accrued Liabilities                            (8,938)            39,858            281,242
                                                                             ----------         ----------         ----------

Net cash provided by/(used in) operating activities                             (24,330)             2,265         (3,301,233)


CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of Property and equipment                                                 --                 --             (144,213)
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                     (3,970)              --              (32,089)
                                                                             ----------         ----------         ----------

Net cash provided by/(used in) investing activities                              (3,970)              --              (18,110)


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties (net of discount)                     --              (51,205)         1,172,648
  Notes payable - subsidiary                                                       --                 --               42,181
  Issuance of stock                                                              16,500             50,670            942,264
  Contribution to Paid in Capital                                                  --                 --            1,165,000
                                                                             ----------         ----------         ----------

Net cash provided by/(used in) financing activities                              16,500               (535)         3,322,093
                                                                             ----------         ----------         ----------


Net increase (decrease) in cash and cash equivalents                            (11,800)             1,730              2,750
Cash and cash equivalents, beginning of period                                   14,550              3,933               --
                                                                             ----------         ----------         ----------

Cash and cash equivalents, end of period                                          2,750              5,663              2,750
                                                                             ==========         ==========         ==========
</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

<PAGE>

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

                                   (Unaudited)

                                FEBRUARY 28, 2001


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 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 as data storage and  consulting.  Revenue is recognized
when the service is performed.

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

NOTE 3 - NET LOSS PER SHARE

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

<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
$38,061 for the three months ended Feb 28, 2001 as well as reporting  net losses
of  $4,206,812  from  inception  (December  24, 1997) to February  28, 2001.  As
reported on the  statement of cash flows,  the Company had  negative  cash flows
from  operating  activities  of $24,330 for the three months ended  February 28,
2001  and has  reported  deficient  cash  flows  from  operating  activities  of
$3,301,233 from inception  (December 24, 1997).  To date,  these losses and cash
flow  deficiencies  have been  financed  principally  through the sale of common
stock $942,264 and short term debt $1,172,648 which is related party debt.
Additional  capital and/or borrowings will be necessary in order for the Company
to continue in existence until attaining and sustaining  profitable  operations.
Management  has  continued  to develop a strategic  plan to develop a management
team,  maintain reporting  compliance and establish long term relationships with
other  major  organizations  to develop  and  distribute  the  product  Malarex.
Management  anticipates  generating  revenue through the sales of Malarax during
the next fiscal year. The major shareholder's of the organization have committed
to fund the operations of the organization during the next fiscal year until the
organization  can generate  sufficient cash flow from operations to meet current
operating expenses and overhead.

NOTE 5 -  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

In February  1998, the company  issued in accordance  with it private  placement
offering  exempt  from  registration  requirements  under  section  4(2)  of the
Securities Act of 1933, as amended,  and Rule 504 of Regulation D sold 6,100,000
units (each unit  consisting of one (1 share of common stock and (1) warrant) at
a price of $0.07 per unit. Each warrant  entitles the registered  holder thereof
to  purchase  at any time  from  the date of the  offering  until  the  close of
business  February 11, 2001,  one share of common stock at a price of $0.09.  On
January 17, 2000,  the company  issued 563,000 shares of common stock at a price
of $0.09 per share to individuals who exercised their warrants.

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.

<PAGE>

NOTE 6 - STOCKHOLDER'S EQUITY (continued):

In February  1998, the company  issued in accordance  with it private  placement
offering  exempt  from  registration  requirements  under  section  4(2)  of the
Securities Act of 1933, as amended,  and Rule 504 of Regulation D sold 6,100,000
units (each unit  consisting of one (1 share of common stock and (1) warrant) at
a price of $0.07 per unit. Each warrant  entitles the registered  holder thereof
to  purchase  at any time  from  the date of the  offering  until  the  close of
business  February 11, 2001,  one share of common stock at a price of $0.09.  On
May 31, 2000, the company issued  4,401,019 shares of common stock at a price of
$0.09 per share to individuals who exercised their warrants.

In February  1998, the company  issued in accordance  with it private  placement
offering  exempt  from  registration  requirements  under  section  4(2)  of the
Securities Act of 1933, as amended,  and Rule 504 of Regulation D sold 6,100,000
units (each unit  consisting of one (1 share of common stock and (1) warrant) at
a price of $0.07 per unit. Each warrant  entitles the registered  holder thereof
to  purchase  at any time  from  the date of the  offering  until  the  close of
business  February 11, 2001,  one share of common stock at a price of $0.09.  On
July 10, 2000,  the company  issued 353,351 shares of common stock at a price of
$0.09 per share to individuals who exercised their warrants.

On January 10, 2001 Millenia sold 66,000 shares at a price of $0.25 per share.

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

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

                                                                      $1,393,249
                                                                      ==========

On January 20, 2000, one of the founders of the  corporation  who was invited to
participate at the inception of the corporation based upon on his ability in the
area of investor  relations agreed to return his 1,000,000 shares to the company
for cancellation due to changed personal circumstances in which he was unable to
devote  significant  time and  effort to the  company.  These  shares  have been
classified as treasury shares.

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.


<PAGE>

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.

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

<PAGE>


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

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

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

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

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

Liquidity and cash flow needs of the company

From  December  1st,  2000 to February  28, 2001 the company and its  subsidiary
incurred operating expenses of and interest expenses in the amount of $143,340
while recording net cash revenues of $101,309.  From March 1st, 2001 to November
30th, 2001, the fiscal year end, the company  anticipates that its net cash flow
needs, including that of its subsidiary, will be $630,000 primarily to cover day
to day operating  expenses.  These funds will be covered by revenue received and
any  shortfalls  will  be  met by  the  officers  and  certain  shareholders  as
previously outlined.

On January 20, 2000, after ongoing discussions, one of the founding shareholders
agreed to return  his  1,000,000  shares to the  company's  treasury  due to his
inability to provide certain services to the corporation.

On May 29, 2000, the company acquired thirty five million seven hundred thousand
(35,700,000)  shares  of  SWORD  COMP-SOFT  CORP.,  this  being  51% of  SWORD's
authorized capital, at a cost of five million (5,000,000) common shares,  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 was incorporated in November 1998 and commenced its activities in February
2000. Millenia had no affiliation with Sword prior to its successful negotiation
with that company to purchase a controlling  interest in it. Mr.  Leonard Stella
chief  operating  officer of  Millenia  Hope will fill the same post at Sword as
well as sitting on its Board of  Directors.  This will  allow  Millenia  to both
monitor and guide Sword in its financial transactions and decisions.

<PAGE>

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

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

As of August 31, 2000 Millenia had entered into the final stages of  negotiation
to acquire  an  interest  in Cibecol  Industrial  Farmaceutica.  Millenia  has a
$500,000 US deposit  pending the final  outcome of these  negotiations.  Cibecol
operates a 20,000 square foot manufacturing facility and also owns 80 hectars of
arable land, located, in Porto Allegre,  Brazil. Millenia will use the Brazilian
facility for the production of Malarex.

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

On April 12,  2001,  Millenia  agreed in  principal  to  acquire  68% of CIBECOL
INDUSTRIAL  FARMACEUTICA  LTDA.  The  finalization  of the  acquisition  will be
negotiated within a 90 day time frame.

Furthermore,  Millenia,  under the  leadership of Dr. David  Mulder,  Millenia's
Vice-Chairman, and Dr. Rene Morel, a member of our scientific committee, will be
introducing  a new  concept  which we call  02-IV,  oxygenation  of  intravenous
solutions.  Intravenous solutionrecipients 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.

On April 16, 2001,  Millenia  concluded an agreement in principal to license the
aforementioned technology,  from Liquid Asset Corp.for $500,000 US in cash and a
further sum payable in Millenia Hope common  shares to be determined  within the
following 60 days.  Millenia has already paid  $500,000 US cash in the form of a
deposit held by LIQUID ASSET CORP.

<PAGE>

Part II other information

Item 2: Sales of Unregistered securities


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

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

(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 April 16, 2000                             By: /s/ Leonard Stella
                                                     Chief Operating officer