`UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

|X|     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2006

|_|     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the transition period from ____________ to _______________

Commission file number ___________________

MILLENIA HOPE INC.
(Name of small business issuer in its charter)

Delaware                                        98-0213 828
State or Other Jurisdiction of     (I.R.S. Employer Identification No.)
Incorporation or Organization)

1250 Rene Levesque West, Suite 2200
Montreal, Quebec                                    H3B 4W8
(ADDRESS OF principal Executive Offices)            Zip Code

Issuer's telephone number: (514) 846-5757

Securities registered pursuant to section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act" Common stock, par
value $0.0001 per share

Preferred stock, par value $0.0001 per share. Check whether the issuer (1)filed
all reports required to be filed by Section 13 or 15 (d) of the Exchange Act
during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes |X| NO |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|

State issuer's revenues for its most recent fiscal year: $624,262

As of March 31,2007, the aggregate market value of the issuer's common stock
based on its reported last sale price on the OTC Bulletin Board) held by
non-affiliates of the issuer was approximately $7,413,206. At March 31,2007,
223,544,339 shares of issuer's common stock were outstanding.`

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`MILLENIA HOPE INC.

FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
SECTION

PART 1                                                                              Page

Item 1. Business                                                                       1
Item 2. Properties                                                                     7
Item 3. Legal Proceedings                                                              7
Item 4. Submission of Matters to a Vote of Security Holders                            7

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters          7
Item 6. Management's Discussion and Analysis of Financial Condition and Results of
Operation                                                                             13
Item 7. Financial Statements and Supplementary Data                                   19

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure                                                                            19

Item 8a Controls and Procedures                                                       19

PART III

Item 9  Directors and Executive Officers of the Registrant                            20
Item 10 Executive Compensation                                                        23
Item 11 Security Ownership of Certain Beneficial Owners and Management                24
Item 12 Certain Relationships and Related Transactions                                24

PART IV

Item 13  Exhibits, Financial Statement Schedules and Reports on Form 8-K              24
Item 14. Principal Accountant Fees and Services                                       25`

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`PART I.

Item 1. Description of Business.

(a)     Business Development

Millenia Hope Inc., a Delaware corporation, was organized on December 24, 1997.
The Company has not been involved with any bankruptcy, receivership or similar
proceedings. The Company has not had any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.

(b)     Business of Issuer

MILLENIA was formed to further develop and distribute an anti-malarial agent
called MALAREX/MMH(TM)18 (the "Product"). As disclosed later, the Company has
also filed further patent applications for indications besides malaria, and
another patent application for multi-drug resistant strains of malaria.

Millenia's goal as a biopharmaceutical corporation is to both purchase and
develop patented drugs dealing with infectious diseases specifically, but not
exclusively, anti-malarial agents. To date, the Company has had only
insignificant sales. Further, internally generated funds may not be sufficient
to fund the operation of the Company for the upcoming fiscal year. However, the
officers and directors have committed to fund the operations of the Company for
the next fiscal year, should there be any shortfall. (See note 3 of the
financial statements)

Millenia Hope's subsidiary, Millenia Hope Pharmaceuticals, (MH-B), purchased
intellectual property and research equipment from Avance Pharma, an unrelated
company. MH-B is one of the world's leading bio-research firms in Phytomic
Technology, the commercialization of plant cell cultures. MH-B has spent over
$25 million US in creating its unique technology, including the world's largest
collection of highly purified phyto-chemical fractions to be utilized in the
pharmaceutical, cosmetic and nutraceutical industry and is in the midst of
several projects, with leading multi-national corporations, in the cosmetic and
pharmaceutical industries.


MALARIA, THE DISEASE

Malaria is predominant in four regions of the world:
        Africa
        India
        South East Asia
        Central and South America

Malaria is one of the most debilitating diseases in the developing world today.
Once thought to be virtually eradicated, malaria has resurfaced to affect over
500 million people annually. And that is only the reported cases. It is
suspected that the reported cases may represent less than one third of actual
existing cases. It is now known that mosquitoes have not only been able to
develop an immunity to the chemical insecticides used to control breeding but,
they have also developed resistance to many of the most commonly used
anti-malarial drugs on the market today.

Malaria is a disease that is caused by a parasite that involves the red blood
cells of humans. The parasites are ingested, primarily, by the female mosquito
when feeding on an infected person's blood and then spread when biting another
person. Once inside the mosquito, the parasites migrate to the salivary glands
where they are free to be transmitted with the next bite.

Four species of malaria parasites cause disease in humans:

        Plasmodium vivax
        P. Malariae
        P. Falciparum
        P. Ovale.

The World Health Organization estimates that some 500 million people each year
are affected by malaria. The effect that malaria has on the world is truly
devastating, particularly on women. Malaria accounts for almost 3 million
deaths, a large portion of which are children. Children are dying from malaria
at the rate of 20,000 a week. Malaria is a major cause of death in first-time
mothers and is the leading cause of death of African children under the age of
5.

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`P. Falciparum is the most common and causes the majority of deaths, accounting
for approximately 90% of African and about 50% of India, South East Asia and
Latin America malaria cases. P. Falciparum is the form of malaria that Millenia
Hope is working to combat, accounting for approximately 55-60% or 275-300
million of the known cases of malaria and approximately 850,000 - 1,500,000
deaths.

The economic losses affected with malaria are estimated at US$ 12 billion
annually and if the trend is not reversed will soon continue to escalate. A
single bout of malaria is estimated to cost a sum equivalent to 10-20 working
days in India or Africa.

CURRENTLY AVAILABLE TREATMENTS

In the pursuit of the eradication of malaria, scientists and researchers have
developed many different drugs to battle the parasite. As the parasite develops
a resistance to an earlier generation of medications, researchers must continue
to look for other drug combinations that will be effective in controlling the
disease.

As per the Malaria Foundation International (2004), malaria now kills more
people than it did 3 decades ago. The WHO has made the roll back of Malaria, by
50% during the decade ending 2011, one of its 4 major objectives of the current
decade.

Quinine, a natural product from the bark of the cinchona tree, was one of the
first treatments for malaria and appeared in the 17(th) century. It is still
effective but can be toxic. Quinine remained the drug of choice for treatment
and prevention until 1942 when it was replaced by chloroquine. With widespread
chloroquine resistance, quinine together with artemether have once again become
an important treatment for malaria.

Chloroquine (Aralen is the brand name of Sanofi Synthelab Inc.) , was first used
in the 1940's and is a weekly treatment. Today it is manufactured by all the
major pharmaceutical companies. The first cases of resistance were found in
South America and South East Asia in the early 60's and it is now practically
ineffective almost everywhere. However it is still the most widely used
anti-malarial treatment in Africa as it is the cheapest drug available.

Sulfadoxone / pyrimethamine (Fansidar is the brand name of Roche), was developed
in the 1960's. The treatment consists of three doses taken together in one day.
Today, this drug is manufactured by a number of pharmaceutical companies; the
Fansidar trademark belongs to Hoffman LaRoche. Despite widespread resistance in
South East Asia and parts of South America, it is starting to become the first
line of treatment in some African countries where chloroquine resistance is even
more widespread.

Mefloquine (Lariam is the brand name of Roche), was developed by the U.S. army
in the early 1980's and commercialized by Hoffman LaRoche. Resistance has been
observed since the early 1980's, particularly in the South East Asian countries.

Halofantrine, was also developed by the U.S. army and marketed by SmithKline
Beecham. In the 1990's, cross-resistance with mefloquine and side effects
(sometimes severe) have been observed.

Artemisinins, (derived from an ancient Chinese herbal remedy) comprise a family
of products. The two compounds most widely used, mainly in South East Asia, are
artemether and artesunate, They are not yet widely used in part due to toxicity
fears. Due to the high rate of treatment failures, artemisinins are now also
being combined with other anti malarial agents and are becoming one of the drugs
of choice.

Currently, drugs based on new compounds are being tested. The aforementioned
information was reported in the Malaria Foundation Fact Pack, updated as of
February 2004, Section 8. The Fact Pack can be found at www.malaria.org.

An analysis of the current problems being experienced with the available drugs
as listed by the Malaria Foundation Fact Pack and summarized above leads to the
conclusion that all of the above families of anti-malarial agents have the same
problem in common: the resistance developed by malaria to a greater or lesser
degree to each of the above mentioned drugs.

As per a study done by the Center for Disease Control (CDC) in Atlanta, Georgia,
(2001), there is up to 70% resistance (recent studies show upwards of 75%

                                       2`

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`resistance) to three most commonly used anti-malarials in West Africa,
Chloroquine, Sulfadoxone and Mefloquine. It is imperative to develop new
anti-malarial drugs to fight the problem of parasitic resistance to the drugs
currently being used. As of 2004 the WHO issued an edict to its constituent
agencies to stop funding chloroquine, sulfodoxone and mefloquine, due to their
ineffectiveness based on their parasitic resistance problem.

PRODUCT HISTORY

MALAREX/MMH(TM)18

The refining process of MALAREX/MMH(TM)18, using the species called Peschiera
found in Brazil, was successfully implemented by the research team of Rossi and
Motta in 1997. Thereafter, Millenia bought all rights to MALAREX/MMH(TM)18 from
the co-owners of the patent applications, Mr. Rossi and Mr. Motta on January 7,
1998. As of February 28, 2006, Millenia has been given the authorization to sell
MALAREX/MMH(TM)18 in 18 West African countries, Guinea (Conakry), and Congo
(Brazzaville), Togo, Burundi, Central African Republic, Benin, Gabon, Chad,
Niger, Mali, Senegal, Democratic Republic of Congo, Guinea (Equatorial),
Cameroon, Ghana, Sierra Leone, Mauritana and Burkino Faso as well as the
Caribbean nation of the Dominican Republic.

Extracted from natural sources, MALAREX/MMH(TM)18 is not a synthetically derived
drug. MALAREX/MMH(TM)18 has had successful tests in the treatment of malaria and
is continuing with further ongoing tests to bolster its scientific platform, to
further validate its safeness, to allow it to continue to receive further
selling authorizations and to improve the efficacy and usefulness of the
product.

Throughout in-vitro (cultured cell-tests) and in-vivo (live trials) tests (see
Test Results), no serious side effects were detected. When treated with
MALAREX/MMH(TM)18 there was no need to take post treatment vitamins or other
additives for restructuring the immune system. Moreover, because of its
immune-modulatory properties (see test results - Journal of Natural Products
vol. 57 November 1994), the extract is non-allergenic and non habit forming.
Currently, MALAREX/MMH(TM)18 (active ingredient-Voacamine) is produced in
capsule form.

Millenia continues to have regular commercial access to Voacamine processed by
producers in Southern Brazil and does not foresee any supply shortages in the
near future. Even though Millenia does not have exclusive access to Voacamine,
there are no problems in acquiring Voacamine commercially from producers in the
region to satisfy its needs. The encapsulation and packaging of
MALAREX/MMH(TM)18 is done by Ropack, a HACCP, cGMP and ISO 9002 firm in
Montreal, Canada and other firms.

MARKET SIZE

According to the World Health Organization (2002), malaria risks of varying
degrees exist in 100 countries and territories. Estimates of populations at risk
within these 100 countries total in excess of 2.3 billion people or 40% of the
world's population.

The WHO estimates 1.5-2.7 million deaths from malaria of which approximately
850,000- 1,500,000 are caused by P. Falciparum. In addition to the reported
cases of contracted malaria, control programs dispense medication for the
prevention of malaria in the amount of a further 70 million plus complete
treatments annually.

The WHO estimates that for each clinical case reported, there exists at least
one, possibly two, that are unreported. Relative to the enormous number of
infected humans, it would be virtually impossible to eradicate the disease
altogether. If the disease was better controlled prevention, rather than
treatment, would become the dominant control factor.

Estimates of expenditures on treatment for the control and prevention of malaria
are in excess of US$10 Billion annually. The World Bank, per its figures,
allocates US$ 2.5 Billion to third world countries for treatments of insidious
African disease, specifically malaria.

DISTRIBUTION AND PRICING

Millenia's objective is to see that MALAREX/MMH(TM)18 is made available to as
many people, as quickly as possible. In order to accomplish this goal, Millenia
will initially rely upon already existing distribution networks. Millenia
intends to make MALAREX/MMH(TM)18 available at prices that are, for a new
anti-malarial agent with no parasitic resistance, competitive with the cost of
other comparable drugs currently used in the treatment of malaria. This, and
MALAREX/MMH(TM)18's lack of harmful side effects, will facilitate
MALAREX/MMH(TM)18 'S entry into the marketplace. Within this pricing structure,

                                       3`

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`the Company will generate earnings that will allow for future growth and a
substantial return on our stakeholders' investment.

Millenia is working diligently towards selling MALAREX/MMH(TM)18 in significant
quantities. To this end, it has already made its initial sales of
MALAREX/MMH(TM)18 in Africa, in 2005. Several African countries have expressed a
very serious interest Malarex/MMH(TM)18 and discussions are ongoing.

PATENTS AND INTELLECTUAL PROPERTY (IP)

The Millenia Hope IP portfolio applies to two patents; MALAREX/MMH(TM)18 and
treatment for multi-drug resistant strains. The Company's portfolio covers the
active ingredients from the peschiera plant extract. Based on discoveries in the
development program, the Company has submitted a global patent covering a
profile of active ingredients from the plant, and the additional clinical
properties of the product, namely anti-parasite, anti-viral and antibacterial
activities. Today, the patent is in the international phase.

The second US patent application was filed in 2005 covering the treatment and
prevention of multi-drug resistant strains of malaria utilizing Millenia Hope's
products.

As well, Millenia has received its registered use and trademark for
MALAREX/MMH(TM)18.

TEST RESULTS

As reported in a study in the Journal of Natural Products Vol. 57 November 1994,
under the auspices of the College of Pharmacy of the University of Illinois at
Chicago, Voacamine acted to enhance the growth inhibition of multi-drug
resistant cytotoxic cells present in certain malignant diseases such as
Hodgkins.

Efficacy, Non-Toxicity Studies

Toxicity In-Vitro Study - University of La Spienza Rome, Institute of Superior
Health of Rome - 1997 (Prof C. Galeffi, Prof. M. Nicoletti, Dr. P. Olliafo, Dr.
L. Turchetto and the World Health Organization)

        - IC 50 level reached at extremely low doses (proof of very low or
          non-toxicity levels)

Clinica Ospedada diAnchilo, Napula, Mozambique

        - IC 50 level reached at very low doses of Voacamine

Efficacy In-Vitro, Ex-Vivo Study - McGill University Health Centre - 2000
(Professors Erwin Schurr, Di Flumeri)

        - Substantial decrease in parasite replication and growth.

Toxicity In-Vivo Study (Sprague - Dawley rats) - ITR Laboratories - 2001

        - Single oral administration of MMH MALAREX(TM) - free of harmful
          effects at the very high dosage level of 2000 mg/kg.

Clinical Trials

Trial done by Dr. Francesco du Chaira - Clinic Ospedale di Anchilo, Nampula,
Mozambique: (Initial proof of concept)

        - 1998 - 74 patients suffering from Falciparum Malaria

        - 67 patients were completely cured after 4 days of treatments.

Trials done by Professor Same Ekobo, National Coordinator of Cameroon's
Anti-Malarial Program and Director of the Center for Parasite Research in
Yaounde, Cameroon, West Africa:

                Initial trial to establish treatment dosage levels (equivalent
                To Phase IIa)

        - November 1999 - 30 patients suffering from acute Falciparum Malaria.

        - 18 patients were completed cured after 4 days of treatments.

        - 12 patients - suffering from extremely elevated parasitic levels, saw
          a significant

                                       4`

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`- reduction from their previous levels.

        - Side effects, 2 cases of nausea.

                 Follow-up trials (equivalent to phase IIb)

        - September 2001, 17 patients suffering from acute Falciparum Malaria.

        - All 17 patients were completely cured after 4 days of treatments.

        - Side effects - 1 case of diarrhea, 1 of headache and 1 of dizziness.

        - November 2001, 30 patients suffering from acute Falciparum Malaria

        - All 30 patients were completely cured after 4 days of treatments.

        - Side effects 1 case each of dizziness, headache and vomiting.

        - 96.6% of the patients were ready to take MALAREX/MMH(TM)18 again
          should they incur another episode of malaria.

        - November 2003, 102 patients suffering Falciparum Malaria

        - Comparative test with Camoquine-quinine based established
          anti-malarial

        - Positive results achieved vs. Camoquine in both efficacy and lack of
          negative side effects.

Trial done by Max Koula, National Co-ordinator of the Republic of Central
Africa's anti-malarial program, Dr. Etienne Fernand Gbagba, Chief of Emergency
Medical Services at Community Hospital in Bangui, Republic of Central Africa and
Dr. Wilfred Nambei, an immunologist and the head of Parasitology and
Microbiology at the University of Bangui.(equivalent to phase III)

         - February 2004, 31 patients suffering Falciparum Malaria

         - 93.5% of the patients exhibited positive clinical responses (per WHO
           guidelines) after 5 days of treatments

         - Side effects - slight cases of dizziness, earaches and vomiting

              Trial done by Dr. Soriba Cisse (equivalent to Phase III)

         - In September 2005 Millenia Hope enrolled 230 persons in a trial at
the Coca Cola facility in Guinea (Conakry), Africa. This trial, utilizing World
Health Organization (WHO) approved protocols in a closed testing environment,
was administrated by Dr. Soriba Cisse and staff from the Clinique Pasteur in
Guinea (Conakry). Dr. Cisse is the Vice-President, Research and Development, for
Millenia Hope. Of the 230 persons enrolled, 55 had malaria and all 55 (100%)
were cured within 3 days of taking MALAREX/MMH(TM)18. The patients were
monitored for 28 days and there was no recurrence of malaria in any of the
patients, even though this is a high risk malaria region.

GOVERNMENT REGULATIONS

In order to safeguard their citizens, governments around the globe require
extensive proof that a new drug is completely safe, within statistical
parameters, before allowing it into the marketplace. Millenia, being cognizant
of the above and of its own responsibility to the public, has collated the
extensive laboratory and research data as well as the live trial tests for
MALAREX/MMH(TM)18 pursuant to its receiving the designation as a prescription
drug.

As well, all countries require certain protocols be followed in order to grant
selling authorizations for a pharmaceutical product. Millenia Hope has followed
those protocols and procedures and has received 19 country selling
authorizations, to date. Several other requests for selling authorizations are
pending and Millenia expects a positive response in those cases, as well.

PRODUCT LIABILITY

Any drug or pharmaceutical product poses, by its nature, some level of risk.
Since drugs are widely disseminated among populations, all precautions must be
taken to ensure that the potential risk of any drug is kept to the barest
minimum. Since MALAREX/MMH(TM)18 is an all natural products and not chemically
produced, its potentially damaging side effects are minimized. This does not
mean that no side effects might occur, even with the most rigorous testing

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`standard applied, but rather that by their nature this compound is inherently
less susceptible. This being noted, as the product has been authorized for use
as an anti-malarial drug in 19 countries, and has just entered the
commercialization phase, the Company is negotiating with several liability
insurance carriers to obtain the appropriate liability and product insurance
commensurate with the statistical risk factors.

Acquisitions

On February 14, 2006 Millenia Hope Inc.'s Canadian subsidiary, Millenia Hope
Pharmaceuticals (which will now use the commercial name - Millenia Hope
Biopharma or MH-B), purchased intellectual property and research equipment from
Avance Pharma, for $526,270.

MH-B is one of the world's leading bio-research firms in Phytomic Technology,
the commercialization of plant cell cultures. MH-B has spent over $25 million US
in creating its unique technology, including the world's largest collection of
highly purified phyto-chemical fractions to be utilized in the pharmaceutical,
cosmetic and nutraceutical industry and is commencing the initial
commercialization of several projects, with leading multi-national corporations,
in the cosmetic, pharmaceutical and nutraceutical industries.

MH-B has made great strides in its metamorphosis from pure plant-based drug
research and discovery. Commencing with the end of Q1 and continuing throughout
2006, MH-B has signed plant-based product agreements, and received payments,
with the world's largest cosmetics and health beauty products giant, France
based L'Oreal. A similar agreement was signed with the Pierre Fabre Group, a
company with $1.8 billion in revenue, from pharmaceuticals and cosmeceuticals as
well as Sederma S.A.S., a large France based provider for the cosmetics
industry.

These contracts have up - front payments, fees for services rendered and add-on
payments for reaching pre-agreed upon milestones. Furthermore, these agreements,
we anticipate, are just the inaugural step in long-term collaborative relations
with these French multi-nationals.

Taking the above report on our commercial activities into account, we continue
with our R&D and drug discovery efforts, in order to avail ourselves of new and
unique molecules and fractions to offer to our client base. As well, Millenia
Biopharma is investigating the ramifications and potentialities of building its
own research and production laboratory or locating to a larger premises at a
better lease rate, within the next 12 months.


Employees

At the current time the following eight officers of the company are its only
employees and all work full time for the corporation with the exception of Mr.
Jeffrey Brooks

Mr. Leonard Stella - Chief Executive Officer - Director.

Responsible for the day to day operations of the Company, long term strategic
planning and operational coordination. Heads the sales and marketing teams and
handles overall coordination of all scientific data, testing etc.

Dr. Bahige Baroudy - President and Chief Science Officer

Will assist the CEO with day to day functions, reviews all scientific data of
both Millenia Hope Inc. and its subsidiary MH-B. Heads up all new drug discovery
efforts of both the parent and subsidiary companies.

Mr. Yehuda Kops - Chief Operating Officer - Director.

Oversees all accounting functions, budgeting, financial statements, cash flow
projections, etc. and is involved with reporting requirements as well as long
term strategic planning and overall operations, together with the CEO and CFO.

Mr. Hugo Valente - CFO - Director.

Responsible for Corporate compliance, financing requirements of the operations,
cost controls and investor relations, as well as being involved with the long
term strategic planning.

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`Mr. Jacky Quan - Executive VP - Treasurer - Director

Responsible for oversight of the Asian, South American and Caribbean markets.
Ascertains that sufficient funds are present for Millenia to fulfill its day to
day operating obligations.

Mr. Joseph Daniele - Chief Legal Advisor - Director.

Reviews all contracts and participates in all Millenia's negotiations and
acquisitions. Will also bolster our marketing and sales effort in Africa.

Dr. Soriba Cisse - VP research and Development

Responsible for evaluation and coordination of scientific data and trials, on
site in Africa for the aforementioned, and ensures that MALAREX/MMH(TM)18's
scientific platform is comprehensive and complete. Work done under and in
conjunction with Dr. Baroudy.

Mr. Jeffrey Brooks - VP Operations

Will be responsible for production and quality control of MALAREX/MMH(TM)18 and
other future products, once large scale commercialization commences. Currently
devotes whatever time is necessitated to the company.

Mrs. Antigoni Liapis - Executive Secretary

Full set of secretarial responsibilities. Full time employee - Montreal
Resident.

In addition to its eight officers and executive secretary, as part of its lease,
the Company has access to additional clerical services. None of the Company's
employees belong to a union and the Company believes that its relations with its
employees are good. The company knows of no conflicts of interest between any of
its officers and the company.

Item 2. Description of Property.

The Company conducts its business from the premises of its subsidiary at 16800
Transcanada in Kirkland, Quebec and leases executive offices at 1250 Rene
Levesque West, Suite 2200, Montreal, Quebec. The subsidiary's new lease runs
until July 2012 at an annual rate of $420,000 plus yearly escalation.

Item 3. Legal Proceedings

A Barbadian corporation sued Millenia Hope 2001 for 607,000 shares as
compensation for work allegedly done. Millenia vigorously denies this and,
together with its counsel, feels that the suit is baseless. No provision has
been set up on the Balance Sheet for it and no further legal proceedings have
taken place.

Item 4 Submission of Matters to a Vote of Security Holders

None.

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

(a) Market Information

The Company's Common Stock is currently quoted for trading on the OTC Bulletin
Board under the symbol MLHP. The following table sets forth the range of
quarterly, high and low sale prices for the Company's Common Stock from the
inception of quotation during the fourth quarter of 1998 and for 1999 through
1(st) quarter of 2007. The quotations represent inter-dealer quotations without
adjustment for retail markups, markdowns or commissions, and may not necessarily
represent actual transactions.

Common Stock

                                                          High            Low
                                                          -----           -----

1998
Fourth Quarter (initial trading)                          $ 1.50          $ 0.25

1999
First Quarter                                             $ 1.75          $ 0.50
Second Quarter                                            $ 2.00          $ 1.12
Third Quarter                                             $ 2.50          $ 0.75
Fourth Quarter                                            $ 1.45          $ 0.43

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`2000
First Quarter                                             $ 1.12          $  .50
Second Quarter                                            $ 1.75          $ 0.83
Third Quarter                                             $ 1.50          $  .85
Fourth Quarter                                            $ 0.90          $  .35

2001
First Quarter                                             $ 0.76          $ 0.35
Second Quarter                                            $ 0.52          $ 0.30
Third Quarter                                             $ 0.49          $ 0.27
Fourth Quarter                                            $ 0.37          $ 0.15

2002
First Quarter                                             $ 0.26          $ 0.19
Second Quarter                                            $ 0.22          $ 0.12
Third Quarter                                             $ 0.15          $ 0.07
Fourth Quarter                                            $ 0.18          $ 0.10

2003
First Quarter                                             $ 0.17          $ 0.06
Second Quarter                                            $ 0.11          $ 0.05
Third Quarter                                             $ 0.08          $ 0.04
Fourth Quarter                                            $ 0.08          $ 0.05

2004
First Quarter                                             $ 0.19          $ 0.05
Second Quarter                                            $ 0.32          $ 0.08
Third Quarter                                             $ 0.30          $ 0.17
Fourth Quarter                                            $ 0.22          $ 0.08

2005
First Quarter                                             $ 0.20          $ 0.08
Second Quarter                                            $ 0.26          $ 0.18
Third Quarter                                             $ 0.19          $ 0.11
Fourth Quarter                                            $ 0.19          $ 0.06

2006
First Quarter                                             $ 0.10          $ 0.05
Second Quarter                                            $ 0.14          $ 0.03
Third Quarter                                             $ 0.11          $ 0.02
Fourth Quarter                                            $ 0.05          $ 0.02

2007
First Quarter                                             $ 0.14          $ 0.02


Of the 223,544,339 shares of common stock outstanding at March 31, 2007,
134,312,964 shares are currently subject to the resale restrictions and
limitations of Rule 144. In general, under Rule 144 as currently in effect,
subject to the satisfaction of certain other conditions, a person, including an
affiliate, or persons whose shares are aggregated with affiliates, who has owned
restricted shares of common stock beneficially for at least one year is entitled
to sell, within any three-month period, a number of shares that does not exceed
1% of the total number of outstanding shares of the same class. In the event the
shares are sold on an exchange or are reported on the automated quotation system
of a registered securities association, you could sell during any three-month
period the greater of such 1% amount or the average weekly trading volume as
reported for the four calendar weeks preceding the date on which notice of your
sale is filed with the SEC. Sales under Rule 144 are also subject to certain
manner of sale provisions, notice requirements and the availability of current
public information about us. A person who has not been an affiliate for at least
the three months immediately preceding the sale and who has beneficially owned
shares of common stock for at least two years is entitled to sell such shares
under Rule 144 without regard to any of the limitations described above.

(b) Holders

As of March 31,2007, there were over 2,100 holders of the Company's common
stock.

(c) Dividends

The Company has had no earnings to date, nor has the Company declared any
dividends to date. The payment by the Company of dividends, if any, in the
future, rests within the discretion of its Board of Directors and will depend,
among other things, upon the Company's earnings, its capital requirements and

                                       8`

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`its financial condition, as well as other relevant factors. The Company has not
declared any cash dividends since inception, and has no present intention of
paying any cash dividends on its Common Stock in the foreseeable future, as it
intends to use earnings, if any, to generate growth.

(d) Recent Sales of Unregistered Securities.

On December 2001, the company issued 25,000 shares at a price of $0.125 to
individuals pursuant to the exemption contained in Regulation S.

On January 10, 2002 the Company issued 150,000 shares at a price of $0.125 per
share to individuals pursuant to the exemption contained in Regulation S.

On January 10, 2002 the Company issued 100,000 shares at a price of $0.125 per
share to individuals in settlement of marketing services pursuant to the
exemption contained in Regulation S.

On January 17, 2002, the Company issued 68,750 shares at a price of $0.125 per
share to individuals in settlement of marketing services pursuant to the
exemption contained in Regulation S.

On January 24, 2002 the Company issued 20,000 shares at a price of $0.125 per
share to individuals pursuant to the exemption contained in Regulation S.

On January 24, 2002 the Company issued 125,000 shares at a price of $0.125 per
share to individuals in settlement of general expenses pursuant to the exemption
contained in Regulation S.

On February 14, 2002 the Company issued 100,000 shares at a price of $0.125 per
share to individuals pursuant to the exemption contained in Regulation S.

On February 14, 2002 the Company issued 150,000 shares at a price of $0.125 per
share to individuals in settlement of marketing services pursuant to the
exemption contained in Regulation S.

On April 11, 2002, the Company issued 372,600 shares at a price of $0.125 per
share to individuals in settlement of general and administrative expenses and
marketing services pursuant to the exemption contained in Regulation S.

On April 25, 2002 the Company issued 270,000 shares at a price of $0.12 per
share to individuals in settlement of other developmental costs pursuant to the
exemption contained in Regulation S.

On May 3, 2002 the Company issued 13,650 shares at a price of $0.12 per share to
individuals in settlement of general and administrative expenses pursuant to the
exemption contained in Regulation S.

On May 14, 2002 the company issued 32,000 shares at a price of $ 0.14 per share
to individuals in settlements of general expenses pursuant to Regulation S.

On June 5, 2002 the Company issued 242,780 shares at a price of $0.14 per share
to individuals 200,000 in settlement of marketing services pursuant to the
exemption contained in Regulation S.

On June 21, 2002 the Company issued 100,000 shares at a price of $0.14 per share
to individuals in settlement of marketing services pursuant to the exemption
contained in Regulation S.

On August 16, 2002 the Company issued 25,000 shares at a price of $0.10 per
share to individuals in settlement of general expenses pursuant to the exemption
contained in Regulation S.

On October 14, 2002 the Company issued 105,000 shares at a price of $0.14 per
share to individuals in settlement of general expenses pursuant to the exemption
contained in Regulation S.

On October 14, 2002 the Company issued 164,000 shares at a price of $0.14 per
share to individuals pursuant to the exemption contained in Regulation S.

On November 14, 2002 the Company issued 13,400 shares at a price of $0.10 per
share to individuals in settlement of marketing services pursuant to the
exemption contained in Regulation S.

On December 11, 2002, the Company issued 200,000 common shares in settlement of
consulting fees for $14,000. The Company's share value at that date on the OTC
Bulletin Board was $0.11 per share.

                                       9`

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`On February 5, 2003, the Company issued 226,250 common shares for $11,312. The
Company's share value at that date on the OTC Bulletin Board was $0.06 per
share.

On March 24, 2003, the Company issued 861,335 common shares for $43,066. The
Company's share value at that date on the OTC Bulletin Board was $0.06 per
share.

On May 15, 2003, the Company issued 268,997 common shares for $13,450. The
Company's share value at that date on the OTC Bulletin Board was $0.08 per
share.

On July 11, 2003, the Company issued 40,000 common shares in settlement of a
note receivable for $2,000. The Company's share value at that date on the OTC
Bulletin Board was $0.05 per share.

On August 15, 2003, the Company issued 500,000 common shares in settlement of
consulting fees for $25,000. The Company's share value at that date on the OTC
Bulletin Board was $0.05 per share.

On August 29, 2003, the Company issued 190,470 common shares for $9,524. The
Company's share value at that date on the OTC Bulletin Board was $0.05 per
share.

On September 22, 2003, the Company issued 125,000 common shares for $10,000. The
Company's share value at that date on the OTC Bulletin Board was $0.07 per
share.

On October 7, 2003, the Company issued 1,708,770 common shares 1,608,770 shares
in settlement of marketing costs for $80,439 and 100,000 for $5,000. The
Company's share value at that date on the OTC Bulletin Board was $0.05 per
share.

On October 17, 2003, the company issued 20,000 common shares in settlement of
notes receivable for $100. The Company's share value at that date on the OTC
Bulletin Board was $0.05 per share.

On October 31, 2003, the Company issued 7,200,000 common shares in settlement of
administrative salaries for $360,000 and 100,000 common shares in settlement of
office expenses for $5,000. The Company's share value at that date on the OTC
Bulletin Board was $0.05 per share.

Between January and September 2004, the Company issued 9,063,250 common shares
for representation costs valued at the fair market value of the shares of
$1,779,770. The share value was based on fair market value of these shares on
the date the contracts were entered into. Of this amount $976,089 was recorded
as deferred compensation and will be amortized over the terms of the agreements.

On February 28, 2004, the Company issued 1,000,000 common shares for rental
expenses of $290,000. The share value was based on fair market value on the date
the contract was entered into.

On March 1, 2004, the Company issued 350,000 common shares for office expenses
totaling $63,000. The share value was based on fair market value on the date the
contract was entered into.

On March 1, 2004, the Company issued 600,000 common shares for cash of $54,000.

On April 19, 2004, the Company issued 112,122 common shares for cash of $13,455.

On May 27, 2004, the Company issued 25,000 common shares in settlement of
professional fees of $5,000. The share value was based on fair market value on
the date the contract was entered into.

On May 27, 2004, the Company issued 75,000 common shares for cash of $9,000.

Between June and September 2004, the Company issued 1,591,375 common shares for
consulting services valued at $188,929. The share value was based on fair market
value on the date the contract were entered into. Of this amount $122,834 was
recorded as deferred compensation and will be amortized over the terms of the
agreements.

On June 24, 2004, the Company issued 280,000 common shares for cash of $40,600.

On July 21, 2004, the Company issued 43,333 common shares for cash of $6,470.

                                       10`

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`On September 2, 2004 the Company issued 2,092,980 common shares for development
costs totaling $272,087. The share value was based on fair market value on the
date the contract was entered into.

On November 22, 2004, the Company issued 670,166 common shares for cash of
$30,000.

Between May and November 2005, the Company issued 8,711,200 common shares for
administrative salaries valued at $1,734,500. The share value was based on fair
market value of theses shares on the date the contracts were entered into. On
April 7, 2005 the Company issued 3,750,000 common shares valued at $600,000 to
pay 2004 administrative salaries.

Between December 2004 and August 2005, the Company issued 6,650,600 common
shares for representation costs valued at $977,688. The share value was based on
fair market value of theses shares on the date the contracts were entered into.
Of this amount $8,400 was recorded as deferred compensation and will be
amortized over the terms of the agreements.

Between May and October 2005, the Company issued 530,000 common shares for
offices services valued at $85,300. The share value was based on fair market
value of theses shares on the date the contracts were entered into.

Between January and September 2005, the Company issued 6,695,600 common shares
for consulting services valued at $906,115. The share value was based on fair
market value of theses shares on the date the contracts were entered into. Of
this amount $223,530 was recorded as deferred compensation and will be amortized
over the terms of the agreements.

Between February and May 2005, the Company issued 17,866,666 common shares for
Other Development costs valued at $3,317,000. The share value was based on fair
market value of theses shares on the date the contracts were entered into. Of
this amount $1,584,318 was recorded as deferred compensation and will be
amortized over the terms of the agreements.

On December 3, 2004 the Company issued 873,333 Common shares for $33,000 cash.

On January 5, 2005 the Company issued 1,875,000 Common shares for $76,000 cash.

On February 1, 2005 the Company issued 2,144,775 Common shares for $106,500
cash.

On March 15, 2005 the Company issued 1,317,000 Common shares for $118,530 cash.

On March 28, 2005 the Company issued 798,500 Common shares for $31,865 cash.

On April 27, 2005 the Company issued 100,000 Common shares for $7,000 cash.

On May 5, 2005 the Company issued 4,454,000 Common shares for $708,865 cash.

On October 28, 2005 the Company issued 1,015,000 Common shares for $70,675 cash.

Between December 2005 and September 2006, the Company issued 2,600,000 common
shares for representation costs valued at $135,250. The share value was based on
fair market value of theses shares on the date the contracts were entered into.

Between March and August 2006, the Company issued 3,674,170 common shares for
business development and offices services valued at $220,737. The share value
was based on fair market value of theses shares on the date the contracts were
entered into.

Between January and November 2006, the Company issued 6,125,000 common shares
for consulting services valued at $342,750. The share value was based on fair
market value of theses shares on the date the contracts were entered into.

Between December 2005 and November 2006, the Company issued 23,820,300 common
shares for development costs valued at $944,321. The share value was based on
fair market value of theses shares on the date the contracts were entered into.
Of this amount $42,750 was recorded as deferred compensation and will be
amortized over the terms of the agreements.

                                       11`

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`Between December 2005 and November 2006 the company issued 19,939,750 Common
shares for administrative salaries of $ 1,309,680. The share value was based on
fair market value of theses shares on the date the contracts were entered into.

On January 17, 2006, the Company issued 520,000 common shares for $45,760 cash.

On January 30, 2006, the Company issued 800,000 common shares for $70,400 cash.

On March 16, 2006, the Company issued 300,000 common shares for $26,000 cash.

On July 31, 2006, the Company issued 2,950,000 common shares for $99,080 cash.

On Sept 5, 2006, the Company issued 50,000 common shares for $1,000 cash.

On November 2, 2006, the Company issued 1,506,000 common shares for $44,348
cash.

On November 23, 2006, the Company issued 600,000 common shares for $9,000 cash.

Warrants and Options

On February 28, 2000, the company issued 4,644,156 warrants, currently
exercisable at $1.00 per share, to settle related party notes pursuant to the
exemption contained in Regulation S. These warrants expired as of July 1, 2006

On May 5, 2005 the Company issued the following Warrants for Common Shares:

        - 1,000,000 warrants exercisable to May 5, 2007 at a cost of $0.50 when
        shares are traded at $1.00 or higher.

        - 1,000,000 warrants exercisable to May 5, 2007 at a cost of $1.25 when
        shares are traded at $2.50 of higher.

        - 1,000,000 warrants exercisable to May 5, 2007 at a cost of $1.75 when
        shares are traded at $3.50 of higher.

        - 1,000,000 warrants exercisable to May 5, 2007 at a cost of $2.50 when
        shares are traded at $5.00 of higher.

On April 8, 2006 the Company issued 6,000,000 warrants exercisable, 3,000,000 at
$0.10 and 3,000,000 at $0.25 per share until April 8, 2013.

Description of Securities.

(a) Common or Preferred Stock
The Company is authorized to issue 280 million shares of Common Stock, $0.0001
par value, of which 223,544,339 shares were issued and outstanding as of
March 31, 2007. Each outstanding share of Common Stock is entitled to one (1)
vote, either in person or by proxy, on all matters that may be voted upon the
owners thereof at meetings of the stockholders.

The holders of Common Stock (i) have equal ratable rights to dividends from
funds legally available therefore, when and if declared by the Board of
Directors of the Company; (ii) are entitled to share ratably in all of the
assets of the Company available for distribution to holders of Common Stock upon
liquidation, dissolution or winding up of the affairs of the Company; (iii) do
not have preemptive, subscription or conversion rights, or redemption or sinking
fund provisions applicable thereto; and (iv) are entitled to one non-cumulative
vote per share on all matters on which stockholders may vote at all meetings of
stockholders.

Holders of Shares of Common Stock of the Company do not have cumulative voting
rights, which means that the individuals holding Common Stock with voting rights
to more than 50% of eligible votes, voting for the election of directors, can
elect all directors of the Company if they so choose and, in such event, the
holders of the remaining shares will not be able to elect any of the Company's
directors.

The company is authorized to issue 50,000,000 preferred blank cheque shares,
$0.0001 par value. No preferred shares were issued and outstanding as of the
date hereof.

                                       12`

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`(b) Debt Securities.

The Company has not issued any debt securities to date.

C) Other securities to be Registered

None.

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

Special Note Regarding Forward-Looking Statements

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

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, is to bring to market
our drugs used to combat infectious diseases, initially via 2 major programs,
Malaria and HIV/AID. Our mission is to alleviate human suffering in individuals
afflicted with these diseases. We are determined to market affordable treatments
to individuals infected with Malaria and HIV/AIDS to help increase their
survival rate and offer them a better quality of life.

Millenia has endeavoured diligently to position MALAREX/MMH(TM)18 as an accepted
control agent for the treatment and prevention of malaria, a $10 billion market,
throughout the world. We believe that MALAREX/MMH(TM)18 is a highly effective
anti-malarial drug, and will be made available at prices that are competitive
for a new anti-malarial agent with no parasitic resistance. The availability and
pricing of MALAREX/MMH(TM)18, and its lack of harmful side effects , will ensure
its use in the fight against malaria. To this end, the company is involved in
ongoing clinical trials of MALAREX/MMH(TM)18, to be monitored by regional
offices of the World Health Organization (WHO) designed to get MALAREX/MMH(TM)18
global recognition as an anti-malarial treatment. This will allow organizations,
such as the Global Fund and other international Non-Governmental Agencies (NGO),
to fund the purchase of our products on behalf of different countries.

Millenia is also pursuing its patent application (pending) to identify potent
inhibitors of a specific HIV enzyme, RNase H. There is a substantial amount of
information in the literature to indicate that inhibition of this enzyme or
certain mutations in the domain of this enzyme leads to the inhibition of HIV
replication. These observations are of the paramount importance to support our
drug development program for this enzyme target, that will lead to a successful

                                       13`

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`outcome. Successful development of a drug that targets HIV RNase H will play an
important role in the treatment of HIV/AIDS patients who have become resistant
to current therapy. The revenue of a first in class, orally bio-available drug
that targets HIV RNase H is estimated at US $350-$500 million, per year. The
current market for HIV drugs is about US$ 6 billion estimated to reach US$ 10
billion by 2010. Professor Michael A. Parniak (University of Pittsburgh School
of Medicine) presented some of our results at the 12th conference on
Retroviruses and Opportunistic Infections in Boston, Massachusetts (February
2005).

Inquiries were made by pharmaceutical companies, regarding the strong
correlation between the results of the bio-chemical and cell-based assays
obtained by Millenia Hope. These results are unique for this particular target,
HIV-1 RNaseH, and validate it as a highly valued program. Millenia made a
strategic decision to further develop this program, before considering
partnering with a pharmaceutical company.

Based on the strength of the scientific data obtained so far, we decided to
continue our collaboration with Prof. Parniak, a long time collaborator of
Millenia Hope, and to submit, under his leadership, a grant application to the
National institute of Health, USA (NIH). To strengthen the application we
invited Prof. Eddie Arnold and Prof. Ron Levy, both from Rutgers University, to
participate in this application.

We are awaiting the decision of the NIH regarding this application.

The Millenia " Hope Village" project, an original concept of Millenia Hope in
lock step with the objectives of thef UN's Millenium Development Goals, is
showing steady progress with a June 2006 meeting, in Geneva, between Millenia's
CEO, Leonard Stella, and the African co-ordinator of our project. Preliminary
criteria and parameters are being defined by our African foundation partners and
a further concretizing of the details timetable should happen between Q3-Q4 of
2006.
As stated on the U.N. Millenia Project's website, "The underlying principal for
each Millenia Village is that community empowerment, participation and
leadership are key to designing and implementing the solutions."

Each pre-selected African Village will implement as Home Based Treatment (HBT)
anti-malaria program, since 80% of all deaths occur at home. HBT specifically
targets women and children, as they are the segment of the population at the
greatest risk. The programs will include: education effective anti-malaria
treatments for the entire village consisting of MALAREX/MMH(TM)18, attention to
the environmental factors inherent in the spread of malaria i.e. stagnant water
etc. and the promotion of co-operation between private individuals and public
sector institutions in this initiative.

Taking the aforementioned into account, as of June 30, 2006, Millenia Hope had
received 18 sales authorizations from West African nations, Congo (Brazzaville)
and Guinea (Conakry), Togo, Burundi, Central African Republic, Benin, Gabon,
Chad, Niger, Mali, Senegal, Democratic Republic of Congo, Guinea (Equatorial),
Cameroon, Ghana, Sierra Leone, Mauritania and Burkina Faso, and one from the
Caribbean nation of the Dominican Republic. These authorizations mean that we
have the right currently, without doing any further testing or receiving any
further approval, to sell MALAREX/MMH(TM)18 to any individual, group, company or
NGO or Governmental Agency in those countries. We are also awaiting sales
authorizations from several other African nations. In fact, as of September 2005
Millenia had 2 MALAREX/MMH(TM)18 sales, one in Guinea Conakry and one in Mali.
We are actively working with other groups and individuals to conclude further
sales of MALAREX/MMH(TM)18. The only cost to concluding future sales is the
normal day to day operating costs of our business. Based on management's best
estimates, Millenia hopes to conclude on several large orders for
MALAREX/MMH(TM)18, in at least 2 major markets during fiscal 2007. We have
concluded an intensive marketing effort in Africa led by our CEO, in Spring -
Summer 2006. Helping us coordinate our effort in this area, as well as in other
strategic areas, is the firm of Henan, Blakie. Henan Blakie's knowledge of the
international markets will continue to give Millenia a great lead to future
sales and opportunities.

In the face of anti-malarial drug resistance in the case of quinine-based
treatments and neuro-toxicity for artimisin products, the need for effective
treatments will continue to intensify. Millenia has commenced building a network
of local distributors and expects that the demand for MALAREX/MMH(TM)18 should
progressively increase over time. Millenia has chosen to remain conservative and
has established a goal of capturing 1 1/2% - 2% ($150 - $200 million) of the
marketplace by 2011. According to the company's estimates, attaining this sales
level will ensure the viability and solid profitability of the Company for its
shareholders. No assurance can be given that the Company will meet its sales
goals.

Millenia continues to have regular commercial access to Voacmine processed by
producers in Southern Brazil and does not foresee any supply shortages in the
near future. Millenia utilizes the services of Ropack, an FDA approved, HACCP,
cGMP and ISO 9002 certified corporation as well as other providers, to perform
quality control and encapsulating of MALAREX/MMH(TM)18, conforming to the
lightest level of U.S. and Canadian manufacturing standards.

                                       14`

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`In August 2006 Millenia co-sponsored the business evening entitled "Africa, Open
for Business" as well as the "Coupe de la Prix" cycling race. Both events helped
raise the public of the Company, as well as garnering much sought after
corporate contacts. Also, the former event gave us further exposure for
MALAREX/MMH(TM)18 with the African and Canadian businessmen present at the
evening.

Secondly, Millenia is committed to ongoing research and development, to expand
the efficacy of MALAREX/MMH(TM)18 and its derivatives and other acquired or to
be acquired products, in fighting infectious diseases. Based on discoveries in
the development program, the Company has submitted a global patent covering a
profile of the active ingredients and the additional clinical properties of the
product, namely anti-parasite, anti-viral and antibacterial activities. A second
US patent application was filed in 2005 covering the treatment and prevention of
multi-drug resistant strains of malaria utilizing Millenia Hope's products. 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 recognized need, by the world's premier
anti-malaria organizations (WHO, etc.) for new, viable and effective drugs, the
Company believes that it will not have a problem generating sales, thereby
creating positive cash flow, once it has attained its first large volume sales
of the product.

In furtherance of and in concert with Millenia's R&D efforts in the area of
infectious diseases, we have signed a partnering protocol with a leading Quebec
Research Institute, the Institute Armand-Frappier - INRS. This institute, a
member of the international network of Pasteur Institutes organization, will
collaborate with Millenia in the discovery and development of new
anti-infectious therapeutic products, specifically anti- bacterials.

On February 14, 2006 Millenia Hope Pharmaceuticals (which will now use the
commercial name - Millenia Hope Biopharma or MH-B), purchased intellectual
property and research equipment from Avance Pharma, an unrelated company, for
$526,270.

MH-B is one of the world's leading bio-research firms in Phytomic Technology,
the commercialization of plant cell cultures. MH-B has spent over $25 million US
in creating its unique technology, including the world's largest collection of
highly purified phyto-chemical fractions to be utilized in the pharmaceutical,
cosmetic and nutraceutical industry and is commencing the initial
commercialization of several projects, with leading multi-national corporations,
in the cosmetic, pharmaceutical and nutraceutical industries.

MH-B has made great strides in its metamorphosis from pure plant-based drug
research and discovery. Commencing with the end of Q1 and continuing in Q2 and
Q3 of 2006, MH-B has signed plant-based product agreements, and received the
initial payments, with the world's largest cosmetics and health beauty products
giant, France based L'Oreal. A similar agreement was signed with the Pierre
Fabre Group, a company with $1.8 billion in revenue, from pharmaceuticals and
cosmeceuticals. In Q1 of 2007 we signed a contract with Sederma S.A.S. of
France, a large provider of ingredients to the cosmetic industry. MH-B is
currently in the midst of a 2 yr. contract to do research and analyses for
Millenia Hope Inc.

These contracts have up - front payments, fees for services rendered and add-on
payments for reaching pre-agreed upon milestones. Furthermore, these agreements,
we anticipate, are just the inaugural step in long-term collaborative relations
with these French multi-nationals.

Taking the above report on our commercial activities into account, we continue
with our R&D and drug discovery efforts, in order to avail ourselves of new and
unique molecules and fractions to offer to our client base. As well, Millenia
Biopharma is investigating the ramifications and potentialities of building its
own research and production laboratory or locating to a larger premises at a
better lease rate, within the next 12 months.

On February 22, 2006, the Board named Dr. Bahige Baroudy its new President and
Chief Scientific Officer replacing Dr. Margaret Bywater. Also, the resignations
of Ms. Carole Robert, Vice President of Government Affairs and Sales Development
and Mr. Thomas Bourne, Corporate Secretary, for personal reasons were accepted
by the Board on February 22, 2006. The work of the aforesaid 2 officers has been
allocated to other officers and the Board has not named any replacements for
either Officer. At the same February 22, 2006 Borad meeting Dr. Meir Sacks was
dismissed from his post as Chief of Pharmacology and was replaced by Dr.
Baroudy, Millenia's new President and Chief Scientific Officer. All of the
aforesaid was as per our 8-K filing.

On September 29, 2005 Millenia announced that it had forged a relationship with
Dr. Hagai Ginsburg, a world-renowned malaria expert. Dr. Ginsburg joined

                                       15`

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`Millenia as a scientific advisor and consultant, to assist in anti-malarial
efforts. This relationship was mutually terminated by both parties as of August
31, 2006.

On March 27, 2006 the Board of Directors of Millenia Hope approved a financing
agreement for $2,000,000 with private investors. Under the terms of the
agreement the Company received the full $2,000,000 as of June 2006. For this
financing, the Investors received secured convertible notes totaling $2,000,000
with a 6% interest rate and a maturity date of March 2009. Interest is payable
quarterly, on the average outstanding amount to that point, in cash or via the
issuance of Millenia Hope common shares, at the discretion of the borrower
(Millenia Hope) and only in the case of a payment default at the discretion of
the lender. The notes are convertible, at the discretion of the borrower
(Millenia Hope) and only in the case of a loan provision default at the
discretion of the lenders, into shares of our common stock at the average of the
lowest three (3) trading prices for our shares of common stock during the twenty
(20) trading day period ending on trading day prior to the date a conversion
notice is sent to us. The notes are secured by all of our assets. We filed an
SB-2 Registration Statement with the SEC on April 10, 2006 in regards to the
aforementioned loan, which was declared effective on June 9, 2006.

We also issued to private investors seven (7) year warrants to purchase
3,000,000 shares of our common stock which are exercisable at an exercise price
or $0.10 and another 3,000,000 shares of our common stock which are exercisable
at an exercise price of $0.25.

On May 2, 2006 the Company authorized the preparation of an SB-2 Registration
Statement for its subsidiary, Millenia Hope Pharmaceuticals Inc., pursuant to
its becoming a public Reporting Company.

On June 2, 2006, the Company agreed to transfer 7,592,000 common shares of its
then wholly owned subsidiary Millenia Hope Pharmaceuticals, this being 19% of
its currently issued shares, to 2632-3345 Quebec Inc. in exchange for $225,560,
the full balance of the loan payable, from an initial loan of $306,560 borrowed
in February 2006.

On June 5, 2006 the Company authorized the payment of a dividend, to all
shareholders of record of July 3, 2006, consisting of 6% of the issued shares of
its subsidiary Millenia Hope Pharmaceuticals Inc., a total of 2,400,000 shares
valued at its par value $0.0001 per share or $240. The shares were issued from
those held by the Company and were valued at the original cost of the investment
of the Company.

On June 26, 2006 the Company held its annual shareholders meeting in Delaware.
By an affirmative vote of 52.3% of all the common shares issued and outstanding,
as of the record date of June 16, 2006, the shareholders authorized the Company
to amend the Certificate of incorporation to increase the authorized capital
from 180 million common shares to 280 million common shares. There were 7,850
shares voting against this proposition and 62,989,626 or 46.47% of the
outstanding shares abstained from voting.

Also, the incumbent slate of directors were re-elected, by a plurality of votes
cast, this being 72,578,591 in the affirmative or 53.53% with 62,989,626 or
46.47% of the voting shares abstaining.. Re-elected as directors were Leonard
Stella, Yehuda Kops, Hugo Valente, Jacky Quan and Joseph Daniele.

On September 8, 2006, the Company transferred 12,800,000 common shares that it
owned in Millenia Hope Pharmaceuticals, valued at $400,000, to a Canadian
Corporation, as payment in full for the rights and interests in 3 patent
applications it had for the methods and compositions for the treatment of
conditions involving weight loss, anorexia and obesity . As a result, the
Company owns 43% of Millleina Hope Pharmaceuticals Inc.

Year ended November 30, 2006 compared to November 30, 2005.

In 2006 our subsidiary MH-B had revenue of $624,262, as payment for work for a
multi-national cosmetic company and a pharmaceutical firm. We had income in 2005
of $260,470 and their cost of sales of $210,329 from an MMH(TM)Malarex/MMH(TM)
18 sale.

In 2005 we had $7,385,896 of operating expenses vs. $8,373,117 in 2006, broken
down as follows:

                                       16`

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`Comparative figures year ended November 30, 2006 and 2005

                          Stock                 Non Stock
                          Compensation          Compensation          Total

    2005

Admin Salaries            $1,734,500            $  412,605            $2,147,105
Consulting                   786,169               140,222               926,391
Office                        85,300                72,356               157,656
Development                1,732,682                66,279             1,798,961
Marketing                  1,857,502                83,920             1,941,422
Other S, G and A                   -               414,361               414,361
                          ------------------------------------------------------
                          $6,196,153            $1,189,743            $7,385,896
                          ======================================================

    2006

Biotech Wages             $        -            $  648,515            $  648,515
Admin Salaries             1,309,680               273,922             1,583,602
Consulting                   585,530               164,251               749,781
Development                2,275,650             1,118,588             3,394,238
Marketing                    231,525               691,810               923,335
Other S, G and A             451,305               622,341             1,073,646
                          ------------------------------------------------------
                          $4,853,690            $3,519,427            $8,373,117
                          ======================================================


In 2006 we paid salaries to our scientists in our subsidiary of $648,515 and had
no expenses in 2005 (subsidiary inactive).

In 2005, we paid the principal officers $2,147,105 in salaries and had salaries
of $1,583,602 in 2006. Higher salaries were paid in 2005.

We had consulting fees of $926,391 in 2005 and $749,781 in 2006. The expense in
2006 was stock compensation paid to a business consultant for their role in our
acquiring the intellectual property and research equipment for our subsidiary
company and other consultants for the new business we commenced in the
subsidiary and a total of $280,000 to secure our NIR loan, of which $217,800 is
being amortized over the following 2 1/3 years. In 2005 we paid consultants to
help position our corporation pursuant to our initial commercialization of
Malarex/MMH(TM) 18.

We had marketing expenses of $1,941,422 in year 2005 and $923,335 in 2006. Our
decreased expenses are due to a greater effort on promoting MALAREX/MMH(TM)18
preparatory to receiving our first large commercial sales order in 2005. This
entailed enlisting entities that had entree into governmental departments and
already established distribution networks. In 2006 we concentrated our marketing
effort on the activities of our subsidiary, Millenia Hope Biopharma, to
commercialize its library of purified fractions.

We incurred development costs of $1,789,961 during the 2005 period as compared
to $3,394,238 for 2006. 2005 represented costs for several MALAREX/MMH(TM)18
trials, in the Republic of Central Africa (RCA), and preliminary costs for
planned tests and further refinement and development of our product. 2006
represented the expensing of deferred stock compensation in the amount of
$1,374,000 from 2005 and $1,620,000 for other development costs in
improving the formulation of MALAREX/MMH(TM)18 and our subsidiary's on going R&D
in plant based discovery and development. Also the $400,000 costs of
acquisitions for the rights and interest in 3 patent applications for weight
loss, anorexia and obesity.

Other general and administrative expenses were $572,559 for 2005. This
represented an increase of $501,087 to $1,073,646 in 2006. This was attributable
to the fact that in 2006 we had the consolidated operating expenses of 2
corporations including Millenia Hope Pharmaceuticals $320,000 of higher rent,

                                       17`

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`Millenia Hope's $30,000 in regulatory costs to file an SB-2 and other filings, higher
auto expenses of more than $30,000, etc.

As a result of the foregoing we incurred an operating loss of $7,335,755 for the
year end, November 30, 2005, compared to a loss of $7,748,855 for 2006.

Liquidity and Capital Resources

At November 30, 2006 the Company had negative working capital of $1,129,486.
Additional capital and/or borrowings will be necessary. Management anticipates
generating revenue through the sales of Malarex/MMH(TM) 18 and Biopharma
workduring this fiscal year. The officers and directors of the Company have
indicated their commitment 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. Management
anticipates its consolidated net cash needs at $2,500,000 for the fiscal year
ending November 30, 2007.

Recent Pronouncements

In February 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
155, "Accounting for Certain Hybrid Financial Instruments." This Statement
amends FASB Statements No. 133, Accounting for Derivative Instruments and
Hedging Activities, and No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities. This Statement resolves
issues addressed in Statement 133 Implementation Issue No. D1, "Application of
Statement 133 to Beneficial Interests in Securitized Financial Assets." This
Statement:

        a) Permits fair value remeasurement for any hybrid financial instrument
           that contains an embedded derivative that otherwise would require
           bifurcation
        b) Clarifies which interest-only strips and principal-only strips are
           not subject to the requirements of Statement 133
        c) Establishes a requirement to evaluate interests in securitized
           financial assets to identify interests that are freestanding
           derivatives or that are hybrid financial instruments that contain an
           embedded derivative requiring bifurcation
        d) Clarifies that concentrations of credit risk in the form of
           subordination are not embedded derivatives
        e) Amends Statement 140 to eliminate the prohibition on a qualifying
           special-purpose entity from holding a derivative financial instrument
           that pertains to a beneficial interest other than another derivative
           financial instrument.

The fair value election provided for in paragraph 4(c) of this Statement may
also be applied upon adoption of this Statement for hybrid financial instruments
that had been bifurcated under paragraph 12 of Statement 133 prior to the
adoption of this Statement. Earlier adoption is permitted as of the beginning of
our fiscal year, provided we have not yet issued financial statements, including
financial statements for any interim period, for that fiscal year. Provisions of
this Statement may be applied to instruments that we hold at the date of
adoption on an instrument-by-instrument basis.

Adoption of this Statement is required as of the beginning of the first fiscal
year that begins after December 31, 2006. The adoption of this statement is not
expected to have a material impact on the Company's financial statements.

In March 2006, the FASB issued SFAS 156, "Accounting for Servicing of Financial
Assets." This Statement amends FASB Statement No. 140, Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities, with
respect to the accounting for separately recognized servicing assets and
servicing liabilities. This Statement:

        a) Requires an entity to recognize a servicing asset or servicing
           liability each time it undertakes an obligation to service a
           financial asset by entering into a servicing contract in certain
           situations.
        b) Requires all separately recognized servicing assets and servicing
           liabilities to be initially measured at fair value, if practicable.
        c) Permits an entity to choose either the amortization method or the
           fair value measurement method for each class of separately
           recognized servicing assets and servicing liabilities.
        d) At its initial adoption, permits a one-time reclassification of
           available-for-sale securities to trading securities by entities with
           recognized servicing rights, without calling into question the
           treatment of other available-for-sale securities under Statement
           115, provided that the available-for-sale securities are identified
           in some manner as offsetting the entity's exposure to changes in
           fair value of servicing assets or servicing liabilities that a
           servicer elects to subsequently measure at fair value.
        e) Requires separate presentation of servicing assets and servicing
           liabilities subsequently measured at fair value in the statement of
           financial position and additional disclosures for all separately
           recognized servicing assets and servicing liabilities.

                                       18`

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`Adoption of this Statement is required as of the beginning of the first fiscal
year that begins after December 31, 2006. The adoption of this statement is not
expected to have a material impact on the Company's financial statements.

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
interpretation of FASB No. 109" ("FIN 48"). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in a company's financial statements in
accordance with SFAS No. 109 and provides guidance on recognizing, measuring,
presenting and disclosing in the financial statements tax positions that a
company has taken or expected to take on a tax return. FIN 48 is effective for
fiscal years beginning after December 15, 2006. The Company at this time has not
evaluated the impact, if any, of adopting FIN 48 on its financial statements.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring
fair value and expands disclosures about fair value measurements. This statement
addresses how to calculate fair value measurements required or permitted under
other accounting pronouncements. SFAS 157 is effective for fiscal years
beginning after November 15, 2007. The Company at this time has not evaluated
the impact, if any, of SFAS 157 on its financial statements.

In September 2006, the FASB issued Statement of Financial Accounting Standards
No. 158, "Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements No. 87, 106, and 132(R)"
("SFAS No. 158"). SFAS No. 158 requires companies to recognize a net liability
or asset and an offsetting adjustment to accumulated other comprehensive income
to report the funded status of defined benefit pension and other postretirement
benefit plans. SFAS No. 158 requires prospective application, recognition and
disclosure requirements effective for the Company's fiscal year ending November
30, 2007. Additionally, SFAS No. 158 requires companies to measure plan assets
and obligations at their year-end balance sheet date. This requirement is
effective for the Company's fiscal year ending November 30, 2009. The Company is
currently evaluating the impact of the adoption of SFAS No. 158 and does not
expect that it will have a material impact on its financial statements.

In September 2006, the United States Securities and Exchange Commission ("SEC"),
adopted SAB No. 108, "Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements." This SAB
provides guidance on the consideration of the effects of prior year
misstatements in quantifying current year misstatements for the purpose of a
materiality assessment. SAB 108 establishes an approach that requires
quantification of financial statement errors based on the effects of each of the
company's balance sheets and statement of operations financial statements and
the related financial statement disclosures. The SAB permits existing public
companies to record the cumulative effect of initially applying this approach in
the first year ending after November 15, 2006 by recording the necessary
correcting adjustments to the carrying values of assets and liabilities as of
the beginning of that year with the offsetting adjustment recorded to the
opening balance of retained earnings. Additionally, the use of the cumulative
effect transition method requires detailed disclosure of the nature and amount
of each individual error being corrected through the cumulative adjustment and
how and when it arose. The Company is currently evaluating the impact, if any,
that SAB 108 may have on the Company's results of operations or financial
position.

Item 7. Financial Statements.

The financial statements are included at the end of this Annual Report, prior to
the signature page.

Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

None

Item 8a. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding

                                       19`

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`Required disclosure based closely on the definition of "disclosure controls and
procedures" in Rule 13a-14c. In designing and evaluating the disclosure controls
and procedures, management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Within 90 days prior to the date of this
report, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on the forgoing, the Company's Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures were effective.

Item 9. Directors, and Executive Officers, of the Registrant.

(a) Directors and Executive Officers.

Name                                 Age     Position
----                                 ---     --------
Leonard Stella                       45      CEO - Director

Bahige Baroudy                       55      President, Chief Science Officer

Yehuda Kops                          52      COO - Director

Hugo Valente                         56      CFO - Director

Jacky Quan                           38      Executive VP, Treasurer - Director

Joseph Daniele                       43      Chief Legal Advisor - Director

Soriba Cisse                         50      VP Research Development

Jeffrey Brooks                       56      VP Operations

Mr. Leonard Stella, CEO, Director.

Mr. Stella has a Bachelor of Arts from McGill University, and received his
Graduate Diploma in Administration from Concordia University in 1986. In 1987
Mr. Stella founded and operated a residential and commercial property developer,
Dominion Certified Development. In 1991, he founded Trans-Immobilia, a
residential property company that he continues to run. In 1997 he became the
principal founding partner and is now the Chief Executive Officer of Millenia
Hope.

Dr. Bahige Baroudy, President, Chief Science Officer

Dr. Baroudy joined Avance Pharma in early 2004 (acquired by Millenia Hope's
subsidiary, Millenia Hope Biopharma in 2006) and was responsible for leading the
company's drug discovery efforts. He has 25 years of industry/academic
experience in basic research, infectious disease drug discovery and virology,
antiviral and antimicrobial therapy at the Schering-Ploungh Research Institute,
where he spearheaded the successful development of CCR5 antagonists that are
currently in human clinical trials as HIV entry inhibitors. Dr. Baroudy earned a
place on "The Scientific American 50" list as the top Research Leader of 2003 in
the Medical Treatment category for this contribution. Prior to joining
Scherin-Plough, Dr. Baroudy was Director, Division of Molecular Virology at
James N. Gamble Institute of Medical Research from 1989 to 1995, where he
established research programs in viral hepatitis and liver diseases, HIV/AIDS
and vaccinia virus expression and pathogenesis. From 1985 to 1989, Dr.Baroudy
worked at the NIH in the Laboratory on Infectious Diseases, the Laboratory of
Molecular Oncology and the Laboratory of Biology of Viruses.
Dr. Baroudy received his Ph.D. in Biochemistry from Georgetown Universtity.

Mr. Yehuda Kops,CA, Chief Operating Officer, Director

Bachelor of Commerce (distinction) - McGill University (1974), Diploma in
Management McGill (1976). In 1976 he received his Chartered Accountancy degree
from the Order of Chartered Accountants of Canada. From 1978 until 1999, Mr.
Kops practiced in public accounting, running his own firm specializing in
accounting and finance, for small and medium sized enterprises. In 1999 he
joined Millenia as their chief internal accountant and has since become Chief
Operating Officer. Mr. Kops has expertise in financial analysis, due diligence
and compliance work. To Millenia he brings a broad knowledge of its overall
operations and an ability to assimilate the fiscal and operational situation, as
well as his experience in dealing with the SEC, external auditors and corporate
counsel.

                                       20`

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`Hugo Valente, CA, CFO - Director.

After completing his Bachelor of Commerce degree (1971) from Concordia
University, he attended McGill University and attained his CA degree (1974). He
was an auditor with a Big 8 accounting firm and from 1981-2003 worked in a
senior executive capacity for companies in the financial services industry. Mr.
Valente has successfully built a number of companies in Canada to be leaders in
their market sectors and created substantial value for shareholders. Mr. Valente
brings to Millenia a wealth of experience in systems, controls, corporate
finance, management, contract negotiations and corporate compliance. Mr. Valente
will be Millenia's Chief Compliance Officer.

Mr. Jacky Quan VP - Executive VP, Treasurer - Director

Mr. Quan, an international businessman active in the capital markets for funding
of start up companies, has extensive ties and relationships in the Asian
marketplace, specifically with the Vietnamese and Chinese communities and the
Hispanic markets of the Caribbean and South America. As an accomplished
businessman, Mr. Quan is eminently suited to help ensure that day-to-day
operating funds are sufficient for Millenia's needs.

Mr Joseph Daniel, Chief Legal Advisor - Director

Mr. Daniele received his BA is History and Political Science, at McGill
University in Montreal and his Law degree from the University of Sherbrooke. He
has been practicing law since 1987, at Bissonet, Mecandante, Daniele making
partner in 1989. In recent years Mr. Daniele has specialized in financial
transactions, LC's, bank guarantees, debentures, stocks and bonds and is highly
skilled in contract and acquisition negotiations. An investor in Millenia Hope,
Mr. Daniele has followed the progress of the Company for years and joined the
Company to advise on their corporate business on a fulltime basis.

Dr. Soriba Cisse, VP Research - Development

Dr. Cisse, a neurobiologist trained at McGill University and Universite de
Montreal, will head Millenia's product development. Dr. Cisse has been involved
with basic research throughout his professional career, and has co-authored
numerous scientific papers and articles.

Mr. Jeffrey Brooks- V.P. Operations.

Bachelor of Science, Chemistry and Microbiology - McGill (1970). Mr. Brooks, a
biotech and pharmaceutical projects manager, has a vast and varied knowledge of
the pharmaceutical business, cutting a wide swath across some of the largest5
layers in the industry. He has worked for and consulted to, among others, AHP
Wyeth -Ayest, Merck Frost, Abbot Laboratories Ltd., Connaught Laboratories Ltd.
etc. A member of the International Society for the Pharmaceutical Engineering,
the Pharmaceutical Sciences Group and other professional associations, Mr.
Brooks will be responsible for assuring the quality of MALAREX/MMH(TM)18,
Millenia's flagship anti-malarial drug, from the production stage to the end
product recipient. His breath of knowledge, having worked on biological
manufacturing, sterilization, automated inspection systems, FDA Swat Teams etc.,
will make him one of the key personnel involved in our development of a Research
and Development facility.

(b) Significant Employees

None

c) Family Relationships

There are no family relationships among directors or executive officers of the
Company.

(d) Involvement in Certain Legal Proceedings.

Legal proceedings have been instituted against the company by a third party
with respect to alleged services rendered to the company. Payment of these
services was to have been made by the Company by the issue of 607,000 shares
of common stock. It is management's opinion that these services were never
rendered and accordingly, no provision for this claim has been made in the
accounts. These shares have not been issued.


                                       21`

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`(e) Committees

The Company has no standing audit, nominating and compensating committees of the
Board of Directors or committees performing similar functions. Under the
Sarbanes-Oxley Act of 2002, each public company is required to have an audit
committee consisting solely of independent directors and to explain whether or
not any independent director is a financial expert. In the event the public
company does not have an audit committee, the Board of Directors becomes charged
with the duties of the audit committee. Since the enactment of the
Sarbanes-Oxley Act of 2002, the Company's directors have without success,
attempted to obtain independent directors to serve on the Board of Directors and
on a newly formed audit committee. In the event the Company is successful in the
future in obtaining independent directors to serve on the Board of Directors and
on a newly formed audit committee, of which there can be no assurances given,
the Board of Directors would first adopt a written charter. Such charter would
be expected to include, among other things:

        - annually reviewing and reassessing the adequacy of the committees
          formal charter;

        - reviewing the annual audited financial statements with the adequacy
          of its internal accounting controls;

        - reviewing analyses prepared by the Company's management and
          independent auditors concerning significant financial reporting
          issues and judgments made in connection with the preparation of its
          financial statements;

        - being directly responsible for the appointment, compensation and
          oversight of the independent auditor, which shall report directly to
          the Audit Committee, including resolution of disagreements between
          management and the auditors regarding financial reporting for the
          purpose of preparing or issuing an audit report or related work;

        - reviewing the independence of the independent auditors;

        - reviewing the Company's auditing and accounting principles and
          practices with the independent auditors and reviewing major changes
          to its auditing and accounting principles and practices as suggested
          by the independent auditor or its management;

        - reviewing all related party transactions on an ongoing basis for
          potential conflict of interest situations; and

        - all responsibilities given to the Audit Committee by virtue of the
          Sarbanes-Oxley Act of 2002.

Code of Ethics

Effective March 3, 2003, the Securities and Exchange Commission requires
registrants like the Company to either adopt a code of ethics that applies to
the Company's Chief Executive Officer and Chief Financial Officer or explain why
the Company has not adopted such a code of ethics for purposes of item 406 of
Regulations S-K, the term "code of ethics" means written standards that are
reasonably designed to deter wrong doing and to promote:

        - Honest and ethical conduct, including the ethical handling of actual
          or apparent conflicts of interest between personal and professional
          relationships:

        - Full, flair, accurate, timely and understandable disclosure in
          reports and documents that the company files with, or submits to, the
          Securities & Exchange Commission and in other public communications
          made by the Company;

        - Compliance with applicable governmental law, rules and regulations;

        - The prompt internal reporting of violations of the code to an
          appropriate person or persons identified in the code; and

        - Accountability for adherence to the code.

         The Company has adopted the aforementioned Code of Ethics.

(f) Section 16 (a) Beneficial Ownership Reporting Compliance

                                       22`

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`Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
officers, directors and persons who beneficially own more than ten percent of a
registered class of our equity securities ("ten-percent shareholders") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and ten-percent shareholders also are required
to furnish us with copies of all Section 16(a) forms they file. Based solely on
our review of the copies of such forms furnished to us, and written
representations that no other reports were required, we believe that during the
fiscal year ended November 30, 2006, all of our officers, directors and
ten-percent shareholders complied with the Section 16(a) reporting requirements.

Item 10. Executive Compensation.

(a) General

SUMMARY COMPENSATION TABLE

Name and                                                                      Long-term
Principal Position                          Year    Salary         Bonus      Compensation: Shares
--------------------------------------------------------------------------------------------------
Leonard Stella                              2005    $ 958,360      0          3,665,300
Chief Executive Officer, Director

Yehuda Kops                                 2005    $ 469,760      0          2,338,300
Chief Operating Officer, Director

Hugo Valente                                2005    $ 267,361      0          1,415,300
Chief Financial Officer, Director

Jacky Quan                                  2005    $ 146,000      0            200,000
Executive VP, Treasurer, Director

Joseph Daniele                              2005    $ 112,000      0          1,215,300
Chief Legal Officer, Director

Soriba Cisse                                2005    $  10,833      0                -
Vice President Research Development

Leonard Stella                              2006    $ 503,810      0          6,135,850
Chief Executive Officer, Director

Yehuda Kops                                 2006    $ 304,630      0          4,046,150
Chief Operating Officer, Director

Hugo Valente                                2006    $ 151,000      0          2,216,800
Chief Financial Officer, Director

Jacky Quan                                  2006    $ 175,800      0          2,692,800
Executive VP, Treasurer, Director

Joseph Daniele                              2006    $ 306,800      0          4,346,150
Chief Legal Officer, Director

Margaret Bywater                            2006    $  27,970      0                  0
President

Soriba Cisse                                2006    $  10,646      0                  0
Vice President Research Development

Bahige Baroudy                              2006    $  15,000      0            250,000
President, Chief Scientific Officer

Raymond Roy                                 2006    $   8,580      0            143,000
Executive Vice President, Director
(in 2004)

(b) Compensation of Directors

None

(c) Options /SAR Grants in last year

None

                                       23`

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`(d) aggregated Option/SAR Exercises and Fiscal Year End Option/SAR Value Table

(e) Long Term Incentive Plan ("LTIP") Awards Table

None

(f) Compensation of Directors

No director receives any compensation for serving on the Board.

(g) Employment Contracts and termination of Employment, and Change-in-control

Arrangements

The company has no employment contracts with any of its executive officers. As
indicated above, certain officers received compensation.

(h) Report on Repricings of Options/SARs

None.

Item 11 Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of March 31, 2007, certain information
concerning the ownership of the Company's Common Stock by: (i) each person who
is known by the Company to own beneficially 5% or more of the outstanding shares
of common stock; (ii) each of the Company's directors; and (iii) the name of
each executive officer, both in respect to the number of shares owned by each
person and the percentage of the outstanding shares represented thereby that
also sets forth such information for directors and executive officers as a group
(see item 6 (b) and (c)). Except as otherwise indicated, the stockholders listed
in the table have sole voting and investment powers with respect to the shares
indicated. Pursuant to the rules of the Securities and Exchange Commission,
shares of common stock which an individual or a group has a right to acquire
within 60 days of March 31, 2007 pursuant to the exercise of presently
exercisable or outstanding options, warrants or conversion privileges are deemed
to be outstanding for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person shown in the table.
Information with respect to beneficial ownership is based upon the shareholder
list provided by the Company's transfer agent.

Name and Address                    Amount and Nature           Percent of class
Of Beneficial Owner                 of Beneficial Owner

Leonard Stella (1)                  15,279,150                   6.90

Yehuda Kops (1)                      9,714,150                   4.40

Hugo Valente (1)                     3,873,100                   1.70

Jacky Quan (1)                       4,286,333                   1.90

Joseph Daniele (1)                   4,561,450                   2.00

All Directors and Executive (1)
Officers as a group (5 persons)     37,714,183                  16.90

Item 12. Certain Relationships and Related Transactions.

During the year ended November 30, 2006, the Company's financing activities with
related parties consisted of borrowings of $432,361. The balance of $432,361 at
November 30, 2006 is unsecured and accrues no interest.

Item 13. Financial Statements and Exhibits.

(a) List of Financial Statements filed herewith.

        Millenia Hope Inc.
        (A company in the development stage)

        Independent Auditors' Report

        Consolidated Balance Sheet November 30, 2006

                                       24`

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`Consolidated Statement of Operations Years ended November 30, 2006 and
        November 30, 2005, and from inception to November 30, 2006

        Statement of Shareholders' Equity From inception to November 30, 2006

        Consolidated Statement of Cash Flows Years ended November 30, 2006 and
        November 30, 2005, and from inception to November 30, 2006

Notes to the Consolidated Finance Statements year ended November 30, 2006

(b) List of Exhibits.

        Reports on Form 8-k

        Appointment of Directors, Appointment and dismissal of Principal
        Officers

        Entry into a Material Definitive Agreement

Item 14. Principal Accountant Fees and Service

Audit Fees

For the fiscal year ended November 30, 2006, the aggregate fees billed for
professional services rendered by Stark Winter Schenkein & Co., LLP
("independent auditors") for the audit of the Company's annual financial
statements and reviews on interim financial statements totaled approximately
$45,000.

Financial Information Systems Design and Implementation Fees

For the fiscal year ended November 30, 2006 there were $-0- in fees billed for
professional services by the Company's independent auditors rendered in
connection with, directly or indirectly, operating or supervising the operation
of its information system or managing its local area network.

All Other Fees

For the fiscal year ended November 30, 2006 there was $0 in fees billed for
other service.

Sarbane Oxley Declarations

                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act, this Annual
Report or Amendment was signed on its behalf by the undersigned, thereunto duly
authorized.

                                          MILLENIA HOPE INC.


Date: April 12, 2007                      /s/ Leonard Stella
                                          ---------------------------------
                                          Leonard Stella, CEO and Director


Date: April 12, 2007                      /s/ Hugo Valente
                                          ---------------------------------
                                          Hugo Valente, Chief Financial Officer
                                          and Director



                                       25`

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`Millenia Hope Inc.
(A Company in the Development Stage)

Consolidated Financial Statements
November 30, 2006





Contents                                                                Page


Report of Independent Registered Public Accounting Firm                  F-1

Consolidated Balance Sheet                                               F-2

Consolidated Statements of Operations                                    F-3

Statement of Stockholders' Equity (Deficit)                        F-4 - F-9

Consolidated Statements of Cash Flows                                   F-10

Notes to Consolidated Financial Statements                       F-11 - F-26`

---



`REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Stockholders and Board of Directors
Millenia Hope, Inc.



We have audited the consolidated balance sheet of Millenia Hope, Inc. (a
Development Stage Company) as of November 30, 2006, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for the
years ended November 30, 2006, 2005 and 2004, and the period from inception
(December 24, 1997) through November 30, 2006. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits. The Company's
financial statements for the period from inception (December 24, 1997) to
November 30, 2003, were audited by other auditors whose reports express
unqualified opinions and included going concern paragraphs on those financial
statements. The financial statements for the period from inception (December 24,
1997) to November 30, 2003, reflect a net loss of $8,446,914 that is included in
the related total for the period from inception (December 24, 1997) to November
30, 2006. Our report on such prior periods is based solely on the reports of
such other auditors.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, based in our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Millenia Hope, Inc. (a Development Stage Company) as
of November 30, 2006, and results of its operations and its cash flows for the
years ended November 30, 2005 and 2006 and the period from inception (December
24, 1997) through November 30, 2006, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has incurred significant losses from
operations and has a working capital deficit and no revenue generating
operations. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to this matter are
also discussed in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Stark Winter Schenkein & Co., LLP


Denver, Colorado
March 31, 2007


                                       F-1`

---



`Millenia Hope Inc.
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                November 30, 2006


                                     Assets
Current Assets
   Cash                                                                                                 $      2,582
   Prepaid expenses                                                                                          397,994
   Accounts Receivable                                                                                        37,063
                                                                                                        ------------
Total Current Assets                                                                                         437,639
                                                                                                        ------------

Property & Equipment (net)                                                                                   646,011
                                                                                                        ------------
                                                                                                        $  1,083,650
                                                                                                        ============

                      Liabilities & Stockholders' (Deficit)
Current Liabilities
  Accounts Payable and Accrued Liabilities                                                              $    715,865
 Advances from related parties                                                                               432,361
  Notes payable                                                                                              418,899
                                                                                                        ------------
Total Current Liabilities                                                                                  1,567,125
                                                                                                        ------------

Convertible notes payable, net                                                                             1,265,460
                                                                                                        ------------

Minority Interest                                                                                            529,016
                                                                                                        ------------
 Stockholders' (Deficit)
  Preferred Stock, $0001 par value; 50,000,000 shares authorized,
     none issued or outstanding                                                                                    -
  Common Stock, $.0001 par value; 280,000,000 shares authorized,
    193,149,717 shares issued and outstanding                                                                 19,315
  Paid in Capital                                                                                         24,614,759
  Deferred Stock Compensation                                                                               (252,990)
  (Deficit) Accumulated During the Development Stage                                                     (26,659,035)
                                                                                                        ------------
                                                                                                          (2,277,951)
                                                                                                        ------------
                                                                                                        $  1,083,650
                                                                                                        ============

See the accompanying notes to the financial statements.

                                      F-2`

---



`Millenia Hope Inc.
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                   Years Ended November 30, 2006 and 2005, and
       the Period From Inception (December 24, 1997) to November 30, 2006


                                                 Year Ended            Year Ended          Inception to
                                                       November 30           November 30          November 30
                                                          2006                  2005                 2006
                                                          ----                  ----                 ----
Revenues                                             $     624,262         $     260,470         $   1,958,450

Cost of Sales                                                    -               210,329               789,540
                                                     -------------         -------------         -------------
Gross Profit                                               624,262                50,141             1,168,910
                                                     -------------         -------------         -------------

Operating Expenses
      Biotech Wages                                        648,515                     -               648,515
      Administrative Salaries                            1,583,602             2,147,105             4,747,336
      Marketing                                            923,335             1,941,422             5,974,538
      Research & Development                             3,394,238             1,798,961             6,393,190
  Patent rights                                                  -                     -             1,005,827
  Selling, general and administrative                    1,823,427             1,498,408             5,959,078
                                                     -------------         -------------         -------------
                                                         8,373,117             7,385,896            24,728,484
                                                     -------------         -------------         -------------
Operating (Loss)                                        (7,748,855)           (7,335,755)          (23,559,574)
                                                     -------------         -------------         -------------
Other income (expense)
  Gain on disposition of subsidiary                              -                     -               737,262
  Interest Income                                                -                47,225               131,323
  Interest expense                                        (387,774)                    -              (566,986)
  Write-off of Inventory                                   (65,443)                    -               (65,443)
  Write-off of leasehold improvements                            -                     -                (2,663)
  Write-off of notes receivable, related parties                 -                     -              (629,739)
  Write-off of other assets                                      -                     -            (2,799,999)
                                                     -------------         -------------         -------------
                                                          (453,217)               47,225            (3,196,245)
                                                     -------------         -------------         -------------
(Loss) before minority interest                         (8,202,072)           (7,288,530)          (26,755,819)

Minority Interest                                           96,784                     -                96,784
                                                     -------------         -------------         -------------
Net (loss)                                           $  (8,105,288)        $  (7,288,530)        $ (26,659,035)
                                                     =============         =============         =============

Per share information - basic and diluted:
Weighted Average Number of Common
  Shares Outstanding                                   143,002,392           104,720,959
                                                     =============         =============
(Loss) Per Common Share                              $       (0.06)        $       (0.07)
                                                     =============         =============


See the accompanying notes to the financial statements.


                                      F-3`

---



`Millenia Hope, Inc.
                          (A Development Stage Company)
             Consolidated Statement of Stockholders' Equity (Deficit)
             Inception (December 24, 1997) through November 30, 2006

                                                                                                                                     (Deficit)
                                                                                                                                    Accumulated
                                               Common Stock                                         Treasury Stock    Deferred      During the
                                               ------------          Paid in    Subscriptions    --------------         Stock       Development
                                            Shares     Amount        Capital     Receivable     Shares     Amount   Compensation      Stage         Total
                                           =================================================================================================================
Balance Beginning December 24, 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                                                                                           (1,493,350)     (1,493,350)
                                           ----------------------------------------------------------------------------------------------------------------
Balance November 30, 1998                  10,100,000       1,010      446,190              -          -         -                 (1,493,350)    (1,046,150)

March 20, 1999 settlement of marketing
contracts                                   1,111,220         111    1,514,104              -          -         -                          -      1,514,215
Net (loss) year ended November 30, 1999                                                                                           (2,011,229)     (2,011,229)
                                           ----------------------------------------------------------------------------------------------------------------
Balance November 30, 1999                  11,211,220       1,121    1,960,294              -          -         -             -   (3,504,579)    (1,543,164)

January 17, 2000 exercise of warrants         563,000          56       50,614              -          -         -                          -         50,670
January 20, 2000 cancellation of
founder's common stock                     (1,000,000)       (100)           -              -  1,000,000       100                          -              -
February 29, 2000 warrants issued to
settle debt                                         -           -    1,393,247              -          -         -                          -      1,393,247
May 29, 2000 issue of common stock
for acquisition                             5,000,000         500      128,978              -          -         -                          -        129,478
May 31, 2000 exercise of warrants           4,398,944         440      395,652              -          -         -                          -        396,092
July 10, 2000 exercise of warrants            353,351          36       31,766              -          -         -                          -         31,802
August 11, 2000 Richgold's common
stock reimbursement                                 -           -    1,165,000              -          -         -                          -      1,165,000
August 31, 2000 collection of
subsidiary share receivable                         -           -       63,709              -          -         -                          -         63,709
Net (loss) year ended November 30, 2000                                                                                             (657,393)      (657,393)
                                           -----------------------------------------------------------------------------------------------------------------
Balance November 30, 2000                  20,526,515       2,053    5,189,260              -  1,000,000       100             -   (4,161,972)     1,029,441

January 10, 2001 issue of common stock         66,000           7       16,493              -          -         -                          -         16,500
March 2001 issue of common stock              150,000          15       37,485        (37,500)         -         -                          -              -
March 14, 2001 issue of common stock
for marketing services                         30,000           3        7,497              -          -         -                          -          7,500
March 23, 2001 issue of common stock
for marketing services                         25,000           2        6,248              -          -         -                          -          6,250
April 5, 2001 issue of common stock           750,000          75      187,425       (187,500)         -         -                          -              -
May 3, 2001 issue of common stock
for marketing services                         20,000           2        4,998              -          -         -                          -          5,000
May 24, 2001 issue of common stock             50,000           5       12,495        (12,500)         -         -                          -              -
May 29, 2001 issue of common stock
for other development costs                 6,000,000         600      110,756              -          -         -                          -        111,356
September 11, 2001 issue of common
stock for marketing services                   75,000           7       11,243              -          -         -                          -         11,250
October 12, 2001 issue of common
stock for property and equipment            7,000,000         700    2,293,841              -          -         -                          -      2,294,541
November 8, 2001 issue of common
stock                                         375,000          38       56,212        (56,250)         -         -                          -              -
Net (loss) year ended November 30, 2001                                                                                             (693,213)      (693,213)
                                           ----------------------------------------------------------------------------------------------------------------
Balance November 30, 2001                  35,067,515       3,507    7,933,953       (293,750) 1,000,000       100             -   (4,855,185)     2,788,625

December 2, 2001- issue of
Common stock for settlement of a note          25,000           3        3,122              -          -         -             -            -          3,125

January 10, 2002-issue of common
Stock of which 100,000 shares were
Issued for marketing services and
150,000 shares were issued for
Settlement of a note                          250,000          25       31,225              -          -         -             -            -         31,250

January 17, 2002-issue of common
Stock for marketing services                   68,750           7        8,587              -          -         -             -            -          8,594

January 24, 2002-issue of common stock
Of which 125,000 shares were issued for
Settlement of expenses                        145,000          15       18,110              -          -         -             -            -         18,125

February 21, 2002-issue of common stock
Of which 150,000 shares issued for
Marketing services and 100,000 shares
Were issued for settlement of a note          250,000          25       31,225              -          -         -             -            -         31,250

April 11, 2002-issue of common
Stock for services                            372,600          37       44,675              -          -         -             -            -         44,712

April 25, 2002-issue of common stock
for Development costs                         270,000          27       32,373              -          -         -             -            -         32,400

May 3, 2002-issue of common stock for
Settlement of expenses                         13,650           1        1,637              -          -         -             -            -          1,638

May 14, 2002 issue of common stock for
Office expenses                                32,000           3        4,477              -          -         -             -            -          4,480

June 5, 2002-issue of common stock of
Which 200,000 shares were issued for
Marketing services and 42,780 shares
Were issued for settlement of a note          242,780          24       33,965              -          -         -             -            -         33,989

June 21, 2002-issue of common stock for
office expenses                               100,000          10       13,990              -          -         -             -            -         14,000

August 16, 2002-issue of common stock          25,000           3        2,497              -          -         -             -            -          2,500

October 14, 2002-issue of common
Stock of which 105,000 shares were
Issued for office expenses and
100,000 shares were issued for
Settlement of a note                          269,000          27       37,633              -          -         -             -            -         37,660

October 14, 2002-issue of common
Stock for  future marketing services        2,000,000         200      159,800              -          -         -             -            -        160,000

November 14, 2002-issue of common
Stock for Marketing services                   13,400           1        1,339              -          -         -             -            -          1,340

Payment of subscription  Receivable
in exchange For marketing services                  -           -            -        256,250          -         -             -            -        256,250

Relocated to note payable                           -           -            -         37,500          -         -             -            -         37,500

Net (loss) year ended November 30, 2002             -           -            -              -          -         -             -   (3,591,729)    (3,591,729)
                                           ----------------------------------------------------------------------------------------------------------------
Balance-November 30, 2002                  39,144,695       3,915    8,358,608              -  1,000,000       100             -   (8,446,915)       (84,292)

December 11, 2002, issue of common stock
for consulting services at $.07 per share     200,000          20       13,980              -          -         -             -            -         14,000

February 5, 2003, issue of  common stock
for cash At $.05 per share                    226,250          23       11,289              -          -         -             -            -         11,312

March 24. 2003,  issue of common stock
for cash At $.05 per share                    861,335          86       42,980              -          -         -             -            -         43,066

May 5, 2003,  issue of common stock
for cash At $.05 per share                    268,997          27       13,423              -          -         -             -            -         13,450

July 11, 2003, issue of common stock
to settle  a note receivable at
$.05 per share                                 40,000           4        1,996              -          -         -             -            -          2,000

August 15, 2003, issue of common stock
in settlement of consulting fees at
$.05 per share                                500,000          50       24,950              -          -         -             -            -         25,000

August 29, 2003, issue of common stock
for cash At $.05 per share                    190,470          19        9,505              -          -         -             -            -          9,524

September 22, 2003, issue of common stock
to settle  a note receivable at
$.08 per share                                125,000          13        9,987              -          -         -             -            -         10,000

October 17, 2003, issue of common stock
in settlement of representation costs at
$.05 per share                              1,608,770         161       80,278              -          -         -             -            -         80,439

October 17, 2003, issue of common stock
for cash At $.05 per share                    100,000          10        4,990              -          -         -             -            -          5,000

October 17, 2003, issue of common stock
allocated to a note receivable at
$.005 per share                                20,000           2           98              -          -         -             -            -            100

October 31, 2003, issue of a common stock
In settlement of administrative salaries
and office expenses at $.05 per share       7,300,000         730      364,270              -          -         -             -            -        365,000

Net (loss) year ended November 30, 2003                                                                                              (44,153)       (44,153)
                                           -----------------------------------------------------------------------------------------------------------------
Balance-November 30, 2003                  50,585,517       5,060    8,936,354              -  1,000,000       100             -  (8,491,068)        450,446

June through September of 2004 issue of
common stock In settlement of consulting
fees                                        1,591,375         159      188,770              -          -         -      (122,834)           -         66,095

September 2, 2004, issue of common stock
In settlement of development costs at
$.13 per share                              2,092,980         209      271,878              -          -         -             -            -        272,087

February 28, 2004, issue of common stock
In settlement of rental expenses and
accounts payable at $.29 per share          1,000,000         100      289,900              -          -         -             -            -        290,000

March 1, 2004, issue of common stock for
cash at $.09 per share                        600,000          60       53,940              -          -         -             -            -         54,000

March 1, 2004, issue of common stock
In settlement of office expenses
at $.18 per share                             350,000          35       62,965              -          -         -             -            -         63,000

April 19, 2004 issue of common stock for
cash at $.12 per share                        112,122          11       13,444              -          -         -             -            -         13,455

January through November of 2004 issue of
common stock In settlement of
representation costs at $.20 per share      9,063,250         906    1,778,864              -          -         -      (976,089)           -        803,681

May 27, 2004, issue of common stock
In settlement of professional fees
at $.20 per share                              25,000           2        4,998              -          -         -             -            -          5,000

May 27, 2004, issue of common stock for
cash at $.12 per share                         75,000           8        8,992              -          -         -             -            -          9,000

June 24, 2004 issue of common stock for
at $.15 per share                             280,000          28       40,572              -          -         -             -            -         40,600

July 21, 2004 issue of common stock for
cash at $.15 per share                         43,333           4        6,466              -          -         -             -            -          6,470

November 22, 2004 issue of common stock
for cash at $.04 per share                    670,166          67       29,933              -          -         -             -            -         30,000

Net (loss) year ended November 30, 2004                                                                                           (2,774,149)     (2,774,149)
                                           ----------------------------------------------------------------------------------------------------------------
Balance November 30, 2004                  66,488,743       6,649  $11,687,076              - $1,000,000       100    (1,098,923) (11,265,217)      (670,315)

December 3, 2004, issue of common stock
for cash at $.04 per share                    873,333          87       32,913              -          -         -             -            -         33,000

December 2004 through August
2005 issue of common stock
In settlement of representation costs
at $.15 per share                           6,650,600         665      977,023              -          -         -       879,814            -      1,857,502

January 5,2005 issue of common stock for
cash at $.04 per share                      1,875,000         187       75,813              -          -         -             -            -         76,000

January through September
2005, issue of common stock
In settlement of consulting fees
at $.14 per share                           6,695,600         670      905,445              -          -         -      (119,946)           -        786,169

February 1, 2005, issue of common stock
for cash at $.05 per share                  2,144,775         214      106,286              -          -         -             -            -        106,500

February through May 2005, issue of
common stock In settlement of development
costs at $.19 per share                    17,866,666       1,787    3,315,213              -          -         -    (1,584,318)           -      1,732,682

March 15, 2005 issue of common stock for
cash at $.09 per share                      1,317,000         132      118,398              -          -         -             -            -        118,530

March 28, 2005 issue of common stock for
cash at $.04 per share                        798,500          80       31,785              -          -         -             -            -         31,865

April 7, 2005, issue of common stock
In settlement of accounts payable
at $.16 per share                           3,750,000         375      599,625              -          -         -             -            -        600,000

April 27, 2005 issue of common stock for
cash at $.07 per share                        100,000          10        6,990              -          -         -             -            -          7,000

May 5, 2005 issue of common stock for cash
at $.16 per share                           4,454,000         445      708,420              -          -         -             -            -        708,865

May through November of 2005 issue of
common stock
In settlement of administrative salarie     8,711,200         871    1,733,629              -          -         -             -            -      1,734,500

May through October 2005, issue of common
stock In settlement of office expenses
at $.16 per share                             530,000          53       85,247              -          -         -             -            -         85,300

October 28, 2005 issue of common stock for
cash at $.07 per share                      1,015,000         101       70,573              -          -         -             -            -         70,674

Net (loss) year ended November 30, 2005             -           -            -              -          -         -             -   (7,289,530)    (7,289,530)

See the accompanying notes to the financial statements.`

`F-4`

---

`Millenia Hope, Inc.
                  (A Development Stage Company)
      Consolidated Statement of Stockholders' Equity (Deficit)
      Inception (December 24, 1997) through November 30, 2006
                                                                                                                                                              (Deficit)
                                                                                                                                                             Accumulated
                                                                                                                                           Deferred           During the
                                            Common Stock                    Paid in         Subscriptions   Treasury Stock                   Stock           Development
                                               Shares       Amount          Capital          Receivable         Shares         Amount     Compensation           Stage            Total
                                         ----------------------------------------------------------------------------------------------------------------------------------------------------------

Balance November 30, 2005                  123,270,417   $   12,327    $  20,454,435               -         1,000,000    $    100      $  (1,923,371)       $ (18,553,747)    $   (10,256)

Cancellation of treasury shares                      -            -              100               -        (1,000,000)       (100)                 -                    -               -

Convertible debt warrants                            -            -          599,244               -                 -           -                  -                    -         599,244

December 2005 Through Nov 2006
issue of common stock in
settlement of development costs
at $0.04 per share                          23,820,300        2,382          941,939               -                 -           -            (42,751)                   -         901,570

December 2005 Through Sept 2006
issue of common stock in
settlement of representation costs
at $0.06 per share                           2,600,000          260          134,990               -                 -           -                  -                    -         135,250

December 2005 Through Nov 2006
issue of common stock in
settlement of administrative salaries
at $0.07 per share                          19,939,750        1,994         1,307,686              -                 -           -                  -                    -       1,309,680

January 2006 Through Nov 2006
issue of common stock in
settlement of consulting fees
at $0.06 per share                           6,125,000          612          342,138               -                 -           -                  -                    -         342,750

March 2006 Through Nov 2006
issue of common stock in
settlement of office expenses
at $0.10 per share                               7,170            1              716               -                 -           -                  -                    -             717

June 2006 issue of
dividend of subsidiary stock                         -            -             (240)              -                 -           -                  -                    -            (240)

                                      F-5`

---

`Millenia Hope, Inc.
                  (A Development Stage Company)
      Consolidated Statement of Stockholders' Equity (Deficit)
      Inception (December 24, 1997) through November 30, 2006
                                                                                                                                                                  (Deficit)
                                                                                                                                                                 Accumulated
                                                                                                                                               Deferred           During the
                                            Common Stock                      Paid in         Subscriptions   Treasury Stock                     Stock           Development
                                               Shares         Amount          Capital          Receivable         Shares         Amount      Compensation           Stage         Total
                                         ----------------------------------------------------------------------------------------------------------------------------------------------------------

July 2006 issue of common stock
in settlement of business
development cost at $0.06 per share          3,667,000          367          219,653               -                 -           -                  -                    -         220,020


January 17, 2006
issue of common stock
for cash
at $0.09 per share                             520,000           52           45,708               -                 -           -                  -                    -          45,760

January 30, 2006
issue of common stock
for cash
at $0.09 per share                             800,000           80           70,320               -                 -           -                  -                    -          70,400

March 16, 2006
issue of common stock
for cash
at $0.09 per share                             300,000           30           25,970               -                 -           -                  -                    -          26,000

June 13, 2006
issue of common stock
for debt payment
at $0.06 per share                             500,000           50           29,950               -                 -           -                  -                    -          30,000

June 20, 2006
issue of common stock
for debt payment
at $0.07 per share                             500,000           50           34,950               -                 -           -                  -                    -          35,000


                                      F-6`

---

`Millenia Hope, Inc.
                 (A Development Stage Company)
      Consolidated Statement of Stockholders' Equity (Deficit)
      Inception (December 24, 1997) through November 30, 2006
                                                                                                                                                                  (Deficit)
                                                                                                                                                                 Accumulated
                                                                                                                                               Deferred           During the
                                            Common Stock                      Paid in         Subscriptions   Treasury Stock                     Stock           Development
                                               Shares         Amount          Capital          Receivable         Shares         Amount      Compensation           Stage         Total
                                         ----------------------------------------------------------------------------------------------------------------------------------------------------------
July 5, 2006
issue of common stock
for debt payment
at $0.08 per share                             500,000           50           39,950               -                 -           -                 -                    -           40,000

July 12, 2006
issue of common stock
for debt payment
at $0.06 per share                             500,000           50           29,950               -                 -           -                 -                    -           30,000

July 25, 2006
issue of common stock
for debt payment
at $0.06 per share                             500,000           50           29,950               -                 -           -                 -                    -           30,000

July 31, 2006
issue of common stock
for cash
at $0.03 per share                           2,950,000          295           98,785               -                 -           -                 -                    -           99,080

July 31, 2006
issue of common stock
for debt payment
at $0.06 per share
                                               500,000           50           29,950               -                 -           -                 -                    -           30,000
Sept 5, 2006
issue of common stock
for debt payment
at $0.04 per share                             500,000           50           19,950               -                 -           -                 -                    -           20,000

Sept 5, 2006
issue of common stock
for cash
at $0.02 per share                              50,000            5              995               -                 -           -                 -                    -            1,000

                                      F-7`

---

`Millenia Hope, Inc.
                  (A Development Stage Company)
      Consolidated Statement of Stockholders' Equity (Deficit)
      Inception (December 24, 1997) through November 30, 2006


                                                                                                                                                                 (Deficit)
                                                                                                                                                                Accumulated
                                                                                                                                              Deferred           During the
                                           Common Stock                      Paid in         Subscriptions   Treasury Stock                     Stock           Development
                                              Shares         Amount          Capital          Receivable         Shares         Amount      Compensation           Stage          Total
                                         --------------------------------------------------------------------------------------------------------------------------------------------------------------

Sept 13, 2006
issue of common stock
for debt payment
at $0.03 per share                             500,000           50           14,950               -                 -           -                 -                    -           15,000

Sept 22. 2006
issue of common stock
for debt payment
at $0.05 per share                             500,000           50           24,950               -                 -           -                 -                    -           25,000

Sept 27, 2006
issue of common stock
for debt payment
at $0.04 per share                             500,000           50           19,950               -                 -           -                 -                    -           20,000

Oct 3, 2006
issue of common stock
for debt payment
at $0.03 per share                             500,000           50           14,950               -                 -           -                 -                    -           15,000

Nov 2, 2006
issue of common stock
for cash
at $0.03 per share                           1,506,000          151           44,197               -                 -           -                 -                    -           44,348


                                      F-8`

---

`Millenia Hope, Inc.
                 (A Development Stage Company)
      Consolidated Statement of Stockholders' Equity (Deficit)
      Inception (December 24, 1997) through November 30, 2006

                                                                                                                                                                  (Deficit)
                                                                                                                                                                 Accumulated
                                                                                                                                               Deferred           During the
                                            Common Stock                      Paid in         Subscriptions   Treasury Stock                     Stock           Development
                                               Shares         Amount          Capital          Receivable         Shares         Amount      Compensation           Stage         Total
                                         ----------------------------------------------------------------------------------------------------------------------------------------------------------

Nov 16, 2006 issue of common stock
for debt payment at $0.02 per share          1,494,080          149           29,733               -                 -           -                  -                    -           29,882

Nov 30, 2006 issue of common stock
for cash at $0.02 per share                    600,000           60            8,940               -                 -           -                  -                    -           9,000

2004 deferred consulting
compensation expended
year end Nov 30, 2006                                -            -                -               -                 -           -             19,250                    -          19,250

2004 deferred representation
expense expended
year end Nov 30, 2006                                -            -                -               -                 -           -             87,875                    -          87,875

2005 deferred consulting
compensation expended
year end Nov 30, 2006                                -            -                -               -                 -           -            223,530                    -         223,530

2005 deferred representation
 expended year end Nov 30, 2006                      -            -                -               -                 -           -              8,400                    -           8,400

2005 deferred development
expended year end Nov 30, 2006                       -            -                -               -                 -           -          1,374,077                    -       1,374,077

Net (loss) year ended Nov 30, 2006                                -                -               -                 -           -                  -           (8,105,288)     (8,105,288)
                                         ----------------------------------------------------------------------------------------------------------------------------------------------------------

Balance Nov 30, 2006                       193,149,717   $   19,315     $ 24,614,759               -                 -        $  -         $ (252,990)      $ (26,659,035) -   $(2,277,951)
                                         ==========================================================================================================================================================

See the accompanying notes to the financial statements.

                                      F-9`

---



`Millenia Hope Inc.
                   (A Development Stage Company)
               Consolidated Statements of Cash Flows
            Years Ended November 30, 2006 and 2005, and
   the Period From Inception (December 24, 1997) to November 30, 2006


                                                                             Year Ended        Year Ended       Inception to
                                                                            November 30        November 30       November 30,
                                                                                2006              2005              2006
                                                                                ----              ----              ----

  Operating Activities
Net (Loss)                                                                  $ (8,105,288)       (7,288,530)     $(26,659,035)
   Depreciation                                                                   55,294               669           167,232
    Amortization of discount on convertible note payable                         133,165                 -           133,165
   (Gain) loss on disposition of  subsidiary                                           -                 -          (737,262)
   Sale of investment in subsidiary for services                                       -                 -            10,800
   Issue of capital stock for services                                         4,623,119         6,196,153        14,638,721
   Issue of common stock for interest expense and payables                       230,571           600,000           830,571
   Issue of subsidiary capital stock for services                                400,000                 -           469,875
   Issue of note for other development costs                                           -                 -           817,226
           (subsequently converted to warrants)
   Settlement of subscription receivable in exchange
           for marketing services                                                      -                 -           256,250
  Accrued interest income                                                              -                 -           (84,098)
  Accrued interest expense                                                             -                 -            29,574
  Interest expense settled with issuance of note                                       -                 -            27,770
          (subsequently converted to warrants)
   Write-off of inventory                                                         62,453                 -            62,453
   Write-off of leasehold improvements                                                 -                 -             2,663
   Write-off of notes receivable, related parties                                      -                 -           629,739
   Write-off of other assets                                                           -                 -         2,799,999
    Minority Interest in net (loss)                                              (96,784)                -           (96,784)
    (Increase) in Current Assets                                                (405,333)          (92,177)         (497,510)
   (Decrease) Increase in accounts payable and accrued liabilities               614,172          (571,753)          792,532
                                                                            ------------      ------------      ------------

Cash (used in) operating activities                                           (2,488,631)       (1,155,638)       (6,406,119)
                                                                            ------------      ------------      ------------

Financing Activities
     Bank Overdraft                                                               (3,408)            3,236                 -
     Advances from related parties                                               432,361               (32)        1,799,822
     Proceeds from convertible note payable                                    2,000,000                 -         2,000,000
     Payments on convertible note payable                                       (179,150)                -          (179,150)
     Proceeds from notes payable                                                 725,459                 -           725,459
     Payments on notes payable                                                   (81,000)          (81,000)
     Issuance of capital stock for cash                                          295,588         1,152,434         2,496,590
     Contribution to paid in capital                                                   -                 -         1,318,347
                                                                            ------------      ------------      ------------

Cash provided by financing activities                                          3,189,850         1,155,638         8,080,068
                                                                            ------------      ------------      ------------

Investing activities
     Additions to fixed assets                                                  (698,637)                -          (827,352)
     Deposits on future acquisition                                                    -                 -        (1,000,000)
     Issue of stock for subsidiary cash balance                                        -                 -            40,628
     Repayment of subsidiary related party note receivable                             -                 -            34,233
     Collection of subsidiary share subscription receivable                            -                 -            83,331
     Note receivable                                                                   -                 -            (2,207)
                                                                            ------------      ------------      ------------

Cash flows (used in) investing activities                                       (698,637)                -        (1,671,367)
                                                                            ------------      ------------      ------------
Increase in cash                                                                   2,582                 -             2,582

Cash and cash equivalents
      Beginning of period                                                              -                 -                 -
                                                                            ------------      ------------      ------------

      End of period                                                         $      2,582      $          -      $      2,582
                                                                            ============      ============      ============

Supplemental Cash Flow Information
  Cash Paid for Income Taxes                                                $          -      $          -      $          -
                                                                            ============      ============      ============
  Cash Paid for Interest                                                    $     77,932      $          -           257,144
                                                                            ============      ============      ============

Issuance of capital stock for convertible note repayment                    $     89,311      $          -      $     89,311
                                                                            ============      ============      ============
Issuance of subsidiary stock for debt repayment                             $    225,560      $          -      $    225,560
                                                                            ============      ============      ============
Issuance of subsidiary stock as dividend                                    $        240      $          -      $        240
                                                                            ============      ============      ============
Issuance of warrants associated with convertible note payable               $    599,244      $          -      $    599,244
                                                                            ============      ============      ============
Cancellation of treasury shares                                             $        100      $          -      $        100
                                                                            ============      ============      ============


See the accompanying notes to the financial statements.

                                      F-10`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006


1.    Organization and Basis of Presentation

      Millenia Hope Inc. was incorporated in the State of Delaware on December
      24, 1997. Through its acquisition of the patent rights for MMH
      Malarex(TM), the Company participates in the treatment and prevention of
      malaria. The Company is continuing its clinical trials and product
      refinement. The Company has received selling authorization in 18 African
      and one Caribbean country. Through its subsidiary, Millenia Hope
      Pharmaceuticals, the Company participates in accessing sources of
      biologically active compounds, plants, to discover, develop and produce
      new products for human health and well being.


2.    Summary of Significant Accounting Policies

      Use of Estimates

      The preparation of financial statements in conformity with generally
      accepted accounting principles in the United States 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 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.

      Fair Value of Financial Instruments

      Fair value estimates discussed herein are based upon certain market
      assumptions and pertinent information available to management as of
      November 30, 2006. The respective carrying value of certain
      on-balance-sheet financial instruments approximated their fair values.
      These financial instruments include cash, accounts payable and accrued
      liabilities, notes payable and convertible notes payable. Fair values
      were assumed to approximate carrying values for financial instruments
      because they are short term in nature, their carrying amounts approximate
      fair values, and they are payable on demand. The fair value of the
      convertible debentures approximates its carrying value based on current
      market conditions for similar debt instruments.

      Impairment of Long-Lived Assets

      Long-lived assets held and used by the Company are reviewed for possible
      impairment whenever events or changes in circumstances indicate the
      carrying amount of an asset may not be recoverable. Recoverability of
      assets to be held and used is measured by a comparison of the carrying
      amount of the assets to the estimated undiscounted cash flows expected to
      be generated, by the asset. If such assets are considered to be impaired,
      the impaired to be recognized is measured by the amount by which the
      carrying amount of the assets exceeds the fair value of the assets.
      Management believes there are no such impairments at November 30, 2006.



                                      F-11`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

      Cash and Cash Equivalents

      The Company considers all highly liquid investments with original
      maturities of ninety days or less and bank indebtedness to be cash and
      cash equivalents.

      Property and Equipment

      Property and equipment is recorded at cost and depreciated using the
      declining balance method, as follows:

         Furniture and fixtures                     5 years
         Equipment                                  5 years
         Leasehold improvements                     5 years on the straight line

      Repairs and maintenance are charged to operations as incurred and
      expenditures for significant improvements are capitalized. The cost of
      property and equipment 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
      operations. Depreciation expense for the years ended November 30, 2006 and
      2005 was $55,294 and $669, respectively.

      Revenue Recognition

      The Company records revenue when persuasive evidence of an arrangement
      exists, services have been rendered or product delivery has occurred, the
      sales price to the customer is fixed or determinable, and collectibility
      is reasonably assured.

      Accounts Receivable

      Accounts receivable are stated at estimated net realizable value. Accounts
      receivable are comprised of balances due from customers net of estimated
      allowances for uncollectible accounts. In determining collectibility,
      historical trends are evaluated and specific customer issues are reviewed
      to arrive at appropriate allowances. The Company's standard credit terms
      are net 30 days.

      Stock-Based Compensation - Transition and Disclosure

      The Company accounts for equity instruments issued to employees for
      services based on the fair value of the equity instruments issued and
      accounts for equity instruments issued to other than employees based on
      the fair value of the consideration received or the fair value of the
      equity instruments, whichever is more reliably measurable.

      The Company accounts for stock based compensation in accordance with SFAS
      123, "Accounting for Stock-Based Compensation." The provisions of SFAS 123
      allow companies to either expense the estimated fair value of stock
      options or to continue to follow the intrinsic value method set forth in
      Accounting Principles Board Opinion 25, "Accounting for Stock Issued to
      Employees" ("APB 25") but disclose the pro forma effects on net income
      (loss) had the fair value of the options been expensed. The Company had
      elected to continue to apply APB 25 in accounting for its stock option
      incentive plans.

                                      F-12`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

      In December 2004, FASB issued SFAS No. 123(R), "Share-based Payment"
      ("SFAS No. 123R") and requires companies to measure all stock compensation
      awards using a fair value method and recognize the related compensation
      cost in its financial statements. This statement replaces SFAS No. 123
      "Accounting for Stock Based Compensation," and supersedes ABP Opinion No.
      25, "Accounting for Stock Issued to Employees." Beginning with the
      Company's quarterly period that begins on December 1, 2006, the Company will adopt
      the provisions of SFAS No. 123R and will be required to expense the fair value
      of employee stock options and similar awards in the financial statements.
      The Company has no compensation cost relating to unvested portion of
      awards granted prior to the date of adoption to recognize at the time of
      adoption.

      Debt with Detachable Warrant

      The Company accounts for the issuance of detachable stock purchase
      warrants in accordance with Accounting Principles Board Opinion No. 14
      ("APB No. 14"), whereby the fair value of the debt and the detachable
      warrants are separately measured and the proceeds from the debt are
      allocated on a pro-rata basis to both the debt and the detachable
      warrants. The resulting discount from the fair value of the debt allocated
      to the warrants, which is accounted for as paid-in capital, is amortized
      over the estimated life of the debt.

      Earnings (Loss) Per Share

      The Company follows Statement of Financial Accounting Standards ("SFAS")
      128, "Earnings Per Share." Basic earnings (loss) per common share ("EPS")
      calculations are determined by dividing net income (loss) by the weighted
      average number of shares of common stock outstanding during the year.
      Diluted earnings per common share calculations are determined by dividing
      net income (loss) by the weighted average number of common shares and
      dilutive common share equivalents outstanding. During the periods
      presented common stock equivalents were not considered, as their effect
      would be anti-dilutive.

      Recent Pronouncements

      In February 2006, the Financial Accounting Standards Board ("FASB") issued
      SFAS 155, "Accounting for Certain Hybrid Financial Instruments." This
      Statement amends FASB Statements No. 133, Accounting for Derivative
      Instruments and Hedging Activities, and No. 140, Accounting for Transfers
      and Servicing of Financial Assets and Extinguishments of Liabilities. This
      Statement resolves issues addressed in Statement 133 Implementation Issue
      No. D1, "Application of Statement 133 to Beneficial Interests in
      Securitized Financial Assets." This Statement:

      a)    Permits fair value remeasurement for any hybrid financial instrument
            that contains an embedded derivative that otherwise would require
            bifurcation
      b)    Clarifies which interest-only strips and principal-only strips are
            not subject to the requirements of Statement 133
      c)    Establishes a requirement to evaluate interests in securitized
            financial assets to identify interests that are freestanding
            derivatives or that are hybrid financial instruments that contain an
            embedded derivative requiring bifurcation
      d)    Clarifies that concentrations of credit risk in the form of
            subordination are not embedded derivatives`

`e)    Amends Statement 140 to eliminate the prohibition on a qualifying
            special-purpose entity from holding a derivative financial instrument
            that pertains to a beneficial interest other than another derivative
            financial instrument.

                                      F-13`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

      The fair value election provided for in paragraph 4(c) of this Statement
      may also be applied upon adoption of this Statement for hybrid financial
      instruments that had been bifurcated under paragraph 12 of Statement 133
      prior to the adoption of this Statement. Earlier adoption is permitted as
      of the beginning of the fiscal year, provided the Company has not yet
      issued financial statements, including financial statements for any
      interim period, for that fiscal year. Provisions of this Statement may be
      applied to instruments that the Company holds at the date of adoption on
      an instrument-by-instrument basis.

      Adoption of this Statement is required as of the beginning of the first
      fiscal year that begins after December 31, 2006. The adoption of this
      statement is not expected to have a material impact on the Company's
      financial statements.

      In March 2006, the FASB issued SFAS 156, "Accounting for Servicing of
      Financial Assets." This Statement amends FASB Statement No. 140,
      Accounting for Transfers and Servicing of Financial Assets and
      Extinguishments of Liabilities, with respect to the accounting for
      separately recognized servicing assets and servicing liabilities. This
      Statement:

      a)    Requires an entity to recognize a servicing asset or servicing
            liability each time it undertakes an obligation to service a
            financial asset by entering into a servicing contract in certain
            situations.
      b)    Requires all separately recognized servicing assets and servicing
            liabilities to be initially measured at fair value, if practicable.
      c)    Permits an entity to choose either the amortization method or the
            fair value measurement method for each class of separately
            recognized servicing assets and servicing liabilities.
      d)    At its initial adoption, permits a one-time reclassification of
            available-for-sale securities to trading securities by entities with
            recognized servicing rights, without calling into question the
            treatment of other available-for-sale securities under Statement
            115, provided that the available-for-sale securities are identified
            in some manner as offsetting the entity's exposure to changes in
            fair value of servicing assets or servicing liabilities that a
            servicer elects to subsequently measure at fair value.
      e)    Requires separate presentation of servicing assets and servicing
            liabilities subsequently measured at fair value in the statement of
            financial position and additional disclosures for all separately
            recognized servicing assets and servicing liabilities.

      Adoption of this Statement is required as of the beginning of the first
      fiscal year that begins after December 31, 2006. The adoption of this
      statement is not expected to have a material impact on the Company's
      financial statements.

      In June 2006, the Financial Accounting Standards Board ("FASB") issued
      FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -
      an interpretation of FASB No. 109" ("FIN 48"). FIN 48 clarifies the
      accounting for uncertainty in income taxes recognized in a company's
      financial statements in accordance with SFAS No. 109 and provides guidance
      on recognizing, measuring, presenting and disclosing in the financial
      statements tax positions that a company has taken or expected to take on a
      tax return. FIN 48 is effective for fiscal years beginning after December
      15, 2006. The Company at this time has not evaluated the impact, if any,
      of adopting FIN 48 on its financial statements.

                                      F-14`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

      In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
      ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for
      measuring fair value and expands disclosures about fair value
      measurements. This statement addresses how to calculate fair value
      measurements required or permitted under other accounting pronouncements.
      SFAS 157 is effective for fiscal years beginning after November 15, 2007.
      The Company at this time has not evaluated the impact, if any, of SFAS 157
      on its financial statements.

      In September 2006, the FASB issued Statement of Financial Accounting
      Standards No. 158, "Employers' Accounting for Defined Benefit Pension and
      Other Postretirement Plans, an amendment of FASB Statements No. 87, 106,
      and 132(R)" ("SFAS No. 158"). SFAS No. 158 requires companies to recognize
      a net liability or asset and an offsetting adjustment to accumulated other
      comprehensive income to report the funded status of defined benefit
      pension and other postretirement benefit plans. SFAS No. 158 requires
      prospective application, recognition and disclosure requirements effective
      for the Company's fiscal year ending November 30, 2007. Additionally, SFAS
      No. 158 requires companies to measure plan assets and obligations at their
      year-end balance sheet date. This requirement is effective for the
      Company's fiscal year ending November 30, 2009. The Company is currently
      evaluating the impact of the adoption of SFAS No. 158 and does not expect
      that it will have a material impact on its financial statements.

      In September 2006, the United States Securities and Exchange Commission
      ("SEC"), adopted SAB No. 108, "Considering the Effects of Prior Year
      Misstatements when Quantifying Misstatements in Current Year Financial
      Statements." This SAB provides guidance on the consideration of the
      effects of prior year misstatements in quantifying current year
      misstatements for the purpose of a materiality assessment. SAB 108
      establishes an approach that requires quantification of financial
      statement errors based on the effects of each of the company's balance
      sheets and statement of operations financial statements and the related
      financial statement disclosures. The SAB permits existing public companies
      to record the cumulative effect of initially applying this approach in the
      first year ending after November 15, 2006 by recording the necessary
      correcting adjustments to the carrying values of assets and liabilities as
      of the beginning of that year with the offsetting adjustment recorded to
      the opening balance of retained earnings. Additionally, the use of the
      cumulative effect transition method requires detailed disclosure of the
      nature and amount of each individual error being corrected through the
      cumulative adjustment and how and when it arose. The Company is currently
      evaluating the impact, if any, that SAB 108 may have on the Company's
      results of operations or financial position.


3.    Going Concern

      The accompanying financial statements have been prepared assuming the
      Company will continue as a going concern. The Company reported net losses
      of $8,105,288 and $7,288,530 for the years ended November 30, 2006 and
      2005 respectively, as well as reporting net losses of $26,659,035 from
      inception (December 24, 1997) to November 30, 2006. At November 30, 2006
      the Company had negative working capital of $1,129,486 and a Stockholders'
      Deficit of $2,277,951. 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 to develop and
      distribute the product. Management anticipates generating revenue through
      the sales of MMH Malarex(TM) during the next fiscal year, as well as


                                      F-15`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

      revenue from several ongoing drug discovery contracts. The officers and
      directors of the Company have indicated their commitment 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, although there can be no
      assurance of this commitment.

      The financial statements do not include any adjustments to reflect the
      possible future effects on the recoverability and classification of assets
      or the amounts and classification of liabilities that may result from the
      possible inability of the Company to continue as a going concern.

4.           Property and Equipment

                                                Accumulated        Balance
                                 Cost           Depreciation       November 30, 2006
                                 ----           ------------       -----------------


Equipment & Furniture            $549,746        $ 52,626          $497,120

Leasehold Improvements            148,891               -           148,891
                                 --------        --------          --------
                                 $698,637        $ 52,626          $646,011
                                 --------        --------          --------

      The leasehold improvements were made during the months of October and
      November, 2006, and accordingly, no amortization was recorded for the year
      ended November 30, 2006.

5.    Advances from Related Parties

      In February 2006, the Company received funds from a shareholder in the
      amount of $262,442. This was supposed to be the first portion of an agreed
      upon investment in the amount of $696,000. The balance of $433,558 was
      never remitted, in breach of said agreement. The $262,442 is being treated
      on the books of the Company as an advance from a related party until the
      Company and the related party settle this matter.

      A total of $169,919 was advanced from several persons, generally officers
      and/or employees, during the year ended November 30, 2006, and are non-interest
      bearing and unsecured. The advances from related parties are generally due
      within 12 months and are outstanding at November 30, 2006.

6.    Notes Payable

      As of November 30, 2006, the Company had $418,899 in notes payable
      outstanding.

      On August 24, 2006, the Company entered into a loan agreement with a third
      party in the amount of $315,000. The loan bears interest at 24% per annum
      and was extended until April 2007. In connection with the loan, the
      Company prepaid interest in the amount of $28,000. The loan is secured by
      intellectual property, equipment and the personal guarantee of the
      Company's CEO, Leonard Stella.


                                      F-16`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

      $65,250 was borrowed from a third party as an unsecured loan on September
      15, 2006 at an annual interest rate of 24% repayable May 23, 2007.

      During the year ended November 30, 2006, $38,649 was advanced to the
      Company by a third party. The amount is non-interest bearing and was paid
      in December 2006.


7.    Convertible Notes Payable

      On March 27, 2006 the Board of Directors of Millenia Hope approved a
      financing agreement for $2,000,000 with private investors (the "Investors").
      Under the terms of the agreement the Company has received the full $2,000,000
      as of June 2006. For this financing, the Investors received secured convertible
      notes totaling $2,000,000 with a 6% interest rate and a maturity date of March
      2009. Interest is payable quarterly, on the average outstanding amount to
      that point, in cash or via the issuance of Millenia Hope common shares, at
      the discretion of the borrower (Millenia Hope) and only in the case of a
      payment default at the discretion of the lender. The notes are
      convertible, at the discretion of the borrower (Millenia Hope) and only in
      the case of a loan provision default at the discretion of the lenders,
      into shares of common stock of the Company at the average of the lowest
      three (3) trading prices for shares of common stock during the twenty (20)
      trading day period ending on trading day prior to the date a conversion
      notice is sent to the Company. The notes are secured by all of the Company's
      assets. As of November 30, 2006, the Company had repaid $268,461 of principal and
      also the interest to date.

      The Company also issued to private investors seven (7) year warrants to
      purchase 3,000,000 shares of common stock which are exercisable at an
      exercise price or $0.10 and another 3,000,000 shares of common stock which
      are exercisable at an exercise price of $0.25.

      The Warrants were valued using the Black-Scholes option pricing model
      based on the market price of the Common Stock on March 27, 2006. The
      Warrants were valued using the Black-Scholes method, an expected life of
      seven years, risk free interest rate of 4.69% and volatility of
      approximately 246%. The warrants exercisable at $0.10 per share have a
      resulting fair value of $299,707 and the warrants exercisable at $0.25 per
      share, have a fair value of $299,537.

      The total warrant valuation of $599,244 has been allocated to additional
      paid-in capital and will be amortized over the term of the debt, 36
      months. Amortization expense during the fiscal year ended November 30,
      2006 was $133,165, and is included in interest expense in the accompanying
      financial statements.

      At November 30, 2006, the balance of the convertible debt was as follows:

      Convertible debt                                      $ 1,731,539
      Debt discount, net of amortization of $133,165       (    466,079)
                                                           ------------
                                                            $ 1,265,460
                                                           ============


                                      F-17`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

8.    Contingent Liability and Commitments

      Legal proceedings have been instituted against the Company by a third
      party with respect to alleged services rendered to the Company. Payment of
      these services was to have been made by the Company by the issue of
      607,000 shares of common stock, which have not been issued. It is
      management's opinion that these services were never rendered and
      accordingly, no provision for this claim has been made in the accounts.

      The Company's subsidiary signed a new lease for a 5-year 3-month term
      commencing April 1, 2007 and ending July 1, 2012. The Company's subsidiary
      was granted a no-rent grace period, by the lessor, from April 1, 2007 to
      June 30, 2007. Rent is payable per the following schedule:
      Twelve months ended:

                  July 2008         $420,000
                  July 2009         $434,000
                  July 2010         $448,000
                  July 2011         $462,000
                  July 2012         $476,000

      The lease expense was approximately $350,000 for year-end November 30,
      2006 and $30,000 for the year ended November 30, 2005.

      During the period covered by these financial statements the Company issued
      shares of common stock without registration under the Securities Act of
      1933. Although the Company believes that the sales did not involve a
      public offering of its securities and that the Company did comply with the
      "safe harbor" exemptions from registration, it could be liable for
      rescission of the sales or other remedies available to the recipients of
      the shares if such exemptions were found not to apply and this could have
      a material negative impact on the Company.


9.    Income Taxes

      The Company accounts for income taxes under SFAS 109, which requires use
      of the liability method. SFAS 109 provides that deferred tax assets and
      liabilities are recorded based on the differences between the tax bases of
      assets and liabilities and their carrying amounts for financial reporting
      purposes, referred to as temporary differences. Deferred tax assets and
      liabilities at the end of each period are determined using the currently
      enacted tax rates applied to taxable income in the periods in which the
      deferred tax assets and liabilities are expected to be settled or
      realized.

      The provision for income taxes differs from the amount computed by
      applying the statutory federal income tax rate to income before provision
      for income taxes.



                                      F-18`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

      The sources and tax effects of the differences are as follows:

          Income tax provision at
                the federal statutory rate    34 %
               Effect of operating losses    (34)%
                                            ----
                                               -
                                            ====

      As of November 30, 2006, the Company has a net operating loss carryforward
      of approximately $10,000,000. This loss will be available to offset future
      taxable income. If not used, this carryforward will expire through 2027.
      The deferred tax asset of approximately $3,400,000 relating to the
      operating loss carryforward has been fully reserved at November 30, 2006.
      The increase in the valuation allowance related to the deferred tax asset
      was $700,000 during 2006. The principal difference between the accumulated
      deficit for income tax purposes and for financial reporting purposes
      results from non-cash stock compensation expense being charged to
      operations for financial reporting purposes.

10.   Non-Cash Financing and Investing Activities

      On February 28, 2000, the Company issued 4,644,156 warrants to settle the
      following related party notes and long-term debt:

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


         Notes payable                             $    1,172,648
         Long-term debt                                   192,831
         Interest expense                                  27,770
                                                   --------------
                                                   $    1,393,249
                                                   --------------

      On May 29, 2000, the Company issued 5,000,000 shares of common stock and
      5,000,000 warrants in exchange for 35,700,000 shares of Sword Comp-Soft,
      Corp., a former subsidiary corporation.

On May 29, 2001, the Company purchased the exclusive rights to the oxygenation
of intravenous solutions (note 10) in exchange for a $500,000 deposit, 6,000,000
shares in the Company and 2,000,000 shares held by the Company in its
subsidiary, Sword Comp-Soft Corp.

On October 7, 2001, the Company purchased an interest in land, building and
equipment (note 10) from a third party in exchange for a $500,000 deposit,
7,000,000 shares of the Company and 1,000,00 shares of the subsidiary company,
Sword Comp-Soft. Corp.

In 2001 the Company issued 1,325,000 common shares in exchange for subscription
receivables totaling $293,750.

In 2002 the Company issued 417,780 common shares in settlement of a note payable
of $51,354.

On October 14, 2002 the Company issued 2,000,000 common shares in exchange for
future marketing services totaling $160,000.

                                      F-19`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

In 2002 the Company reallocated $37,500 of the subscription receivable to notes
payable in a private transaction between two minority shareholders.

In 2002 the Company received payment of subscriptions receivable of $256,250 in
exchange for settlement of marketing fees.

In 2002 the Company divested itself of 2,000,000 shares of Sword Comp-Soft in
exchange for marketing services totaling $10,800.

On December 11, 2002, the Company issued 200,000 common shares in settlement of
consulting fees for $14,000. The Company's share value at that date on the OTC
Bulletin Board was $0.11 per share.

On February 5, 2003, the Company issued 226,250 common shares for services
valued at the fair market value of the shares of $11,312.

On July 11, 2003, the Company issued 40,000 common shares in settlement of a
note receivable valued at the fair market value of the shares of $2,000.

On August 15, 2003, the Company issued 500,000 common shares in settlement of
consulting fees valued at the fair market value of the shares of $25,000.

On October 7, 2003, the Company issued 1,708,770 common shares 1,608,770 shares
in settlement of marketing costs for $80,439 and 100,000 for cash of $5,000.

On October 17, 2003, the company issued 20,000 common shares in settlement of
notes receivable valued at the fair market value of the shares of $100.

On October 31, 2003, the Company issued 7,200,000 common shares in settlement of
administrative salaries for $360,000 and 100,000 common shares in settlement of
office expenses valued at the fair market value of the shares of $5,000.

11.   Stockholders' Equity (Deficit)

      Common Stock
      The Company issued Common stock in settlement of marketing agreements and
      other services as follows:

Date                                     Stock Issued           Value

March 1999                                1,111,220        $1,514,215
March 14, 2001                               30,000             7,500
March 23, 2001                               25,000             6,250
May 3, 2001                                  20,000             5,000
September 11, 2001                           75,000            11,250
December 2, 2001                             25,000             3,125
January 10, 2002                            100,000            12,500
January 17, 2002                             68,750             8,594


                                      F-20`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

January 24, 2002                            125,000            15,625
February 21, 2002                           150,000            18,750
April 11, 2002                              372,600            44,712
April 25, 2002                              270,000            32,400
May 3, 2002                                  13,650             1,638
May 14, 2002                                 32,000             4,480
June 5, 2002                                200,000            28,000
June 21, 2002                               100,000            14,000
August 16, 2002                              25,000             2,500
October 14, 2002                            105,000            14,700
October 14, 2002                          2,000,000           160,000
November 14, 2002                            13,400             1,340

      On December 11, 2002, the Company issued 200,000 common shares in
      settlement of consulting fees for $14,000. The Company's share value at
      that date on the OTC Bulletin Board was $0.11 per share.

      On February 5, 2003, the Company issued 226,250 common shares for services
      valued at the fair market value of the shares of $11,312.

      On March 24, 2003, the Company issued 861,335 common shares for cash of
      $43,066.

      On May 15, 2003, the Company issued 268,997 common shares for cash of
      $13,450.

      On July 11, 2003, the Company issued 40,000 common shares in settlement of
      a note receivable valued at the fair market value of the shares of $2,000.

      On August 15, 2003, the Company issued 500,000 common shares in settlement
      of consulting fees valued at the fair market value of the shares of
      $25,000.

      On August 29, 2003, the Company issued 190,470 common shares for cash of
      $9,524.

      On September 22, 2003, the Company issued 125,000 common shares for cash
      of $10,000.

      On October 7, 2003, the Company issued 1,708,770 common shares 1,608,770
      shares in settlement of marketing costs for $80,439 and 100,000 for cash
      of $5,000.

      On October 17, 2003, the company issued 20,000 common shares in settlement
      of notes receivable valued at the fair market value of the shares of $100.

      On October 31, 2003, the Company issued 7,200,000 common shares in
      settlement of administrative salaries for $360,000 and 100,000 common
      shares in settlement of office expenses valued at the fair market value of
      the shares of $5,000.

      Between January and September 2004, the Company issued 9,063,250 common
      shares for representation costs valued at the fair market value of the
      shares of $1,779,770. The share value was based on fair market value of
      these shares on the date the contracts were entered into. Of this amount
      $976,089 was recorded as deferred compensation and will be amortized over
      the terms of the agreements.

                                      F-21`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

      On February 28, 2004, the Company issued 1,000,000 common shares for
      rental expenses of $290,000. The share value was based on fair market
      value on the date the contract was entered into.

      On March 1, 2004, the Company issued 350,000 common shares for office
      expenses totaling $63,000. The share value was based on fair market value
      on the date the contract was entered into.

      On March 1, 2004, the Company issued 600,000 common shares for cash of
      $54,000.

      On April 19, 2004, the Company issued 112,122 common shares for cash of
      $13,455.

      On May 27, 2004, the Company issued 25,000 common shares in settlement of
      professional fees of $5,000. The share value was based on fair market
      value on the date the contract was entered into.

      On May 27, 2004, the Company issued 75,000 common shares for cash of
      $9,000.

      Between June and September 2004, the Company issued 1,591,375 common
      shares for consulting services valued at $188,929. The share value was
      based on fair market value on the date the contract were entered into. Of
      this amount $122,834 was recorded as deferred compensation and will be
      amortized over the terms of the agreements.

      On June 24, 2004, the Company issued 280,000 common shares for cash of
      $40,600.

      On July 21, 2004, the Company issued 43,333 common shares for cash of
      $6,470.

      On September 2, 2004 the Company issued 2,092,980 common shares for
      development costs totaling $272,087. The share value was based on fair
      market value on the date the contract was entered into.

      On November 22, 2004, the Company issued 670,166 common shares for cash of
      $30,000.

      Between May and November 2005, the Company issued 8,711,200 common shares
      for administrative salaries valued at $1,734,500. The share value was
      based on fair market value of these shares on the date the contracts were
      entered into. On April 7, 2005 the Company issued 3,750,000 common shares
      valued at $600,000 to pay 2004 administrative salaries.

      Between December 2004 and August 2005, the Company issued 6,650,600 common
      shares for representation costs valued at $977,688. The share value was
      based on fair market value of these shares on the date the contracts were
      entered into. Of this amount $8,400 was recorded as deferred compensation
      and will be amortized over the terms of the agreements.

      Between May and October 2005, the Company issued 530,000 common shares for
      offices services valued at $85,300. The share value was based on fair
      market value of these shares on the date the contracts were entered into.

                                      F-22`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

      Between January and September 2005, the Company issued 6,695,600 common
      shares for consulting services valued at $906,115. The share value was
      based on fair market value of these shares on the date the contracts were
      entered into. Of this amount $223,530 was recorded as deferred
      compensation and will be amortized over the terms of the agreements.

      Between February and May 2005, the Company issued 17,866,666 common shares
      for development costs valued at $3,317,000. The share value was based on
      fair market value of these shares on the date the contracts were entered
      into. Of this amount $1,584,318 was recorded as deferred compensation and
      will be amortized over the terms of the agreements.

      On December 3, 2004, the Company issued 873,333 Common shares for $33,000
      cash.

      On January 5, 2005, the Company issued 1,875,000 Common shares for $76,000
      cash.

      On February 1, 2005, the Company issued 2,144,775 Common shares for
      $106,500 cash.

      On March 15, 2005, the Company issued 1,317,000 Common shares for $118,530
      cash.

      On March 28, 2005, the Company issued 798,500 Common shares for $31,865
      cash.

      On April 27, 2005, the Company issued 100,000 Common shares for $7,000
      cash.

      On May 5, 2005, the Company issued 4,454,000 Common shares for $708,865
      cash.

      On October 28, 2005, the Company issued 1,015,000 Common shares for
      $70,675 cash.

      On May 5, 2005 the Company issued the following Warrants for Common
      Shares:

      o     1,000,000 warrants exercisable to May 5, 2007 at a cost of $0.50
            when shares are traded at $1.00 or higher.
      o     1,000,000 warrants exercisable to May 5, 2007 at a cost of $1.25
            when shares are traded at $2.50 of higher.
      o     1,000,000 warrants exercisable to May 5, 2007 at a cost of $1.75
            when shares are traded at $3.50 of higher.
      o     1,000,000 warrants exercisable to May 5, 2007 at a cost of $2.50
            when shares are traded at $5.00 of higher.

      During the year ended November 30, 2006, the Company issued 2,600,000
      common shares for representation costs valued at $135,250. The share value
      was based on fair market value of these shares on the date the contracts
      were entered into.

      During the year ended November 30, 2006, the Company issued 3,674,170
      common shares for business development and offices services valued at
      $220,020. The share value was based on fair market value of these shares
      on the date the contracts were entered into.

      During the year ended November 30, 2006, the Company issued 6,125,000
      common shares for consulting services valued at $342,750. The share value
      was based on fair market value of these shares on the date the contracts
      were entered into.

                                      F-23`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

      During the year ended November 30, 2006, the Company issued 23,820,300
      common shares for development costs valued at $944,321. The share value
      was based on fair market value of these shares on the date the contracts
      were entered into. Of this amount $42,751 was recorded as deferred
      compensation and will be amortized over the terms of the agreements.

      During the year ended November 30, 2006 the Company issued 19,939,750
      Common shares for administrative salaries of $ 1,309,680. The share value
      was based on fair market value of these shares on the date the contracts
      were entered into.

      On January 17, 2006, the Company issued 520,000 common shares for $45,760
      cash.

      On January 30, 2006, the Company issued 800,000 common shares for $70,400
      cash.

      On March 16, 2006, the Company issued 300,000 common shares for $26,000
      cash.

      On July 31, 2006, the Company issued 2,950,000 common shares for $99,080
      cash.

      On Sept 5, 2006, the Company issued 50,000 common shares for $1,000 cash.

      On November 2, 2006, the Company issued 1,506,000 common shares for
      $44,348 cash.

      On November 23, 2006, the Company issued 600,000 common shares for $9,000
      cash.

      Between June 13, 2006 and November 16, 2006 the Company issued 6,994,080
      common shares, free trading per its SB-2 Registration Statement, for
      principal and interest payment of its convertible note payable, in the
      amount of $143,205.

      Stock-based Compensation

      SFAS 123 requires the Company to provide proforma information regarding
      net income and earnings per share as if compensation cost for the
      Company's stock option plans had been determined in accordance with the
      fair value based method prescribed in SFAS 123. The fair value of the
      option grants is estimated on the date of grant utilizing the
      Black-Scholes option pricing model.

      As described above, on May 5, 2005, the Company issued warrants to
      purchase 4,000,000 shares of common stock to certain investors at prices
      ranging from $0.50 to $2.50; exercisable when the stock price reaches
      certain levels. The warrants expire on May 5, 2007. Using the
      Black-Scholes model for estimating fair value, these warrants, in the
      aggregate have a fair value of approximately $600,000, using a volatility
      of 213%, risk free interest rate of 3.58%, 0% dividends and an expected
      life of two years. No amounts are reflected in proforma financial
      statements as no warrants have become exercisable.





                                      F-24`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

      A summary of stock option and warrant activity is as follows:

                                                     Weighted     Weighted
                                      Number         average      average
                                        of           exercise      fair
                                      shares          price        value
                                      ------          -----        -----

         Balance at
           November 30, 2004          4,644,156       $  1.00      $  0.00
         Granted                      4,000,000       $  1.50         0.15
         Exercised/Forfeited                 --            --           --
         Balance at                   ---------       -------      -------
           November 30, 2005          8,644,156       $  1.00      $  0.15
         Granted                      6,000,000       $  0.18      $  0.10
         Exercised/Forfeited         (4,644,156)            -            -
                                     ----------       -------      -------
         Balance at
           November 30, 2006         10,000,000       $  0.18      $  0.12
                                     ==========       =======      =======

      The following table summarizes information about fixed-price stock options
      and warrants at November 30, 2006:

                                            Outstanding                              Exercisable
                                            -----------                              -----------
                                            Weighted        Weighted-
                           Weighted          Average        Average
         Exercise          Average         Contractual      Exercise         Number           Exercise
         Prices            Number              Life          Price         Exercisable          Price
         ------            ------              ----          -----         ---\-------          -----

         $0.18             6,000,000        6 1/4 yrs         $0.18             6,000,000        $0.18
         $1.50             4,000,000         2 years          $1.50                ---             --

11.   Significant Events

      On February 14, 2006 Millenia Hope Inc.'s Canadian subsidiary, Millenia Hope
      Pharmaceuticals, purchased intellectual property and research equipment from
      Avance Pharma, a non-related party, for $526,270 .

      On May 2, 2006 the Company authorized the preparation of an SB-2 Registration
      Statement for its subsidiary, Millenia Hope Pharmaceuticals Inc.

      On June 2, 2006, the Company transferred 7,592,000 common shares of its then
      wholly owned subsidiary Millenia Hope Pharmaceuticals, this being 19% of its
      then issued shares, to 2632-3345 Quebec Inc. in exchange for $225,560, the full
      balance of the loan payable, from an initial loan of $306,560 borrowed in
      February 2006. The balance was paid in cash.

      On June 5, 2006 the Company authorized the payment of a dividend, to all
      shareholders of record of July 3, 2006, consisting of 6% of the issued shares of
      its subsidiary Millenia Hope Pharmaceuticals Inc., a total of 2,400,000 shares
      valued at its par value $0.0001 per share or $240. The shares are to be issued
      from those held by the Company and were valued at the original cost of the
      investment of the Company.

      On June 26, 2006 the Company held its annual shareholders meeting in Delaware.
      By an affirmative vote of 52.3% of all the common shares issued and outstanding,
      as of the record date of June 16, 2006, the shareholders authorized the Company
      to amend the Certificate of incorporation to increase the authorized capital
      from 180 million common shares to 280 million common shares. There were 7,850
      shares voting against this proposition and 62,989,626 or 46.47% of the
      outstanding shares abstained from voting.

                                      F-25`

---

`Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2006

      On September 8, 2006, the Company transferred 12,800,000 common shares that it
      owned in Millenia Hope Pharmaceuticals, valued at $ 400,000, to a Canadian
      Corporation, as payment in full for the rights and interests in 3 patent
      applications it had for the methods and compositions for the treatment of
      conditions involving weight loss, anorexia and obesity. As a result, the Company
      owns 43% of Millenia Hope Pharmaceuticals.`

`12. Subsequent Events

      Between December 1, 2006 and March 31, 2007, the Company issued 11,325,000
      common shares for services with a fair market value on the contract date of
      $431,500 and 17,569,622 common shares for $317,631 cash and 1,000,000 common
      shares, under a SB-2 Registration Statement, in payment of $26,450 of
      convertible note debt.

      On December 11, 2006, the Company entered into an agreement with an unrelated
      company to secure the rights for a method for treating hyper-cholesterol in all
      indications and conditions. The Company issued 8,750,000 shares of its common
      stock, which are included in the shares issued above, plus a note payable in the
      amount of $800,000, due August 31, 2007, bearing interest at 7% after the due
      date.


                                      F-26`

---

``