MILLENIA HOPE INC.
                               Filing Type: 10KSB
                           Description: Annual Report
                           Filing Date: March 18, 2004
                          Period End: November 30, 2003

                   Primary Exchange: Over the counter Includes
                                  OTC and OTCBB
                                  Ticker: MLHP

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                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, 2003

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

   4055 St. Catherine West, Suite 151                     H3Z 3J8
           Montreal, Quebec                               Zip Code
(ADDRESS OF principal Executive Offices)

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 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: $2,500 As of November
30, 2003, 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 $2,582,131. At November 30, 2003 50,585,517 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

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

PART II

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

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

PART III

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

PART IV

Item 13  Exhibits, Financial Statement Schedules and Reports on Form 8-K

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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 drug
formerly known as "ASPIDOS" now called MMH MALAREX(TM) (the "Product"). As
disclosed later, the Company has also acquired the rights to another
anti-material agent, strychnos mytroides, although we are not currently pursuing
the project.

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 are not sufficient to
fund the operation of the Company for the upcoming fiscal year. However, the
officers and certain shareholders have committed to fund the operations of the
Company for the next fiscal year. (See note 3 of the financial statements)

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 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.

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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.

Estimated lost work time for people affected with malaria is over US$ 2 billion
annually and if the trend is not reversed will soon be more than US$ 3 billion.
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 one drug, researchers must continue to look for other
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 17th 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 widely used in the developed world in
part due to toxicity fears. Due to the high rate of treatment failures,
artemisinins are now also being combined with mefloquine.

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.

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As per a study done by the Center for Disease Control (CDC) in Atlanta, Georgia,
(2001), there is up to 70% resistance to three most likely 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.

PRODUCT HISTORY

MMH MALAREX(TM)

The Pau Pereira is a tropical rain forest tree that exists in over 100 different
species. These trees, having healing properties, have been used by indigenous
healers in Brazil, over the centuries to cure an assortment of ailments.

The final refining process, using the species called Peschiera Fuchsiaefolia
found in Brazil and Madagascar, was successfully implemented by the research
team of Silvia Rossi and Guiseppe Motta, operating in Europe in 1997.
Thereafter, Millenia bought all rights to MMH MALAREX(TM) from the co-owners of
the patent applications, Mr. Rossi and Mr. Motta on January 7, 1998. Currently,
Millenia has been given the authorization to sell MMH MALAREX(TM) in 10 West
African countries, Guineau (Conakry), and Congo (Brazzaville), Togo, Benin,
Burundi, Central African Republic, Gabon and Chad, Niger and Cameroon as well as
the Carribean nation of the Dominican Republic.

Extracted from natural sources, MMH MALAREX(TM) is not a synthetically derived
drug. Based on our testing of MMH MALAREX(TM) we have found that it is a product
that needs no other catalysts or chemicals in the manufacturing stage. MMH
MALAREX(TM) has had successful tests in the treatment of malaria and is
continuing with further ongoing tests 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 MMH
MALAREX(TM) 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, MMH
MALAREX(TM) (Voacamine) is produced in capsule form.

In 2001 Millenia acquired an interest in the assets of Cibecol Industrial
Farmaceutica Ltda (see note 6 to the Financial Statement). Cibecol, one of the
largest phyto-pharmaceutical plant in Southern Brazil, operates a 20,000 square
foot manufacturing facility and also owns 82 hectare of arable land, located, in
Porto Allegre, Brazil. Millenia will use the Brazilian facility for the
production of voacamine, the active agent in MMH MALAREX(TM). Brazil is one of
the major sources of the raw material, Peschiera Fuchsiaefolia, needed to
produce MMH MALAREX(TM).

The encapsulation and packaging of MMH MALAREX(TM) is done by Ropack, a HACCP,
CGMP and ISO 9002 firm in Montreal, Canada. Sufficient raw material exists to
ensure the supply required to meet and surpass our sales objectives and to meet
expected demand for the foreseeable future. The current product requires no more
development and will be manufactured and sold in its current state.

STRYCHNOS

As per the business statement of the company (see Business of Issuer, pg. 1), on
June 1, 1999 the company acquired from Mr. Silvio Rossi, one of the
co-discoverers of MMH MALAREX(TM), the patent rights to the anti-malarial agent
STRYCHNOS MYTROIDES (to be known as STRYCHNOS). The patent rights to STRYCHNOS
were solely owned by Mr. Rossi.

At the present time, the company is not pursuing an active course of action with
regard to the STRYCHNOS patent. Once MMH MALAREX(TM) has been established in the
market place, given the availability of funds and management's strategic
planning at the time, the company will determine if it is in its best interest
to devote resources to actively develop STRYCHNOS.

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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 malaria treatment.

DISTRIBUTION AND PRICING

Millenia's objective is to see that MMH MALAREX(TM) 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. Through a
realistic pricing strategy, Millenia intends to make MMH MALAREX(TM) 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 will facilitate MMH MALAREX(TM)'S entry into the
marketplace. Even within this pricing structure, the Company will generate
earnings that will allow for future growth and a substantial return on our
stakeholders' investment.

Millenia is currently poised to begin selling MMH MALAREX(TM) in significant
quantities. To this end, it is in the final stages of negotiations with several
countries to sell MMH MALAREX(TM) to them.

PATENTS AND OTHER RIGHTS PURCHASED

Millenia has purchased the patent rights and all other rights to MMH MALAREX(TM)
and STRYCHNOS, as well as all its attended research and development data, from
the commencement of initial research to the extraction of the drug. In the
future, as other products are developed and come on line or are purchased,
Millenia will take all necessary steps to see that its product have the full
measure of legal protection. Furthermore; should there be any questions of
infringement on its proprietary rights, Millenia will be aggressive in asserting
its legal position.

Currently, its 2 anti-Malarial drugs, MMH MALAREX(TM) and STRYCHNOS, are
protected under patent applications filed covering their development. All the
required documentation has been filed along with the patent applications. To the
extent that Millenia is successful in having its application accepted as valid
patents, the protection accorded is retroactive to the date of the original
filings.

Subsequent to meetings and discussions held in 1997 it was agreed that Millenia
would buy all rights to this product. This included but was not exclusive of
Italian Patent applications, PCT (international) Patent Applications, all
patents derived from the aforementioned, all priority rights and all commercial
and non-commercial rights without limitation. No residual rights belong to the
co-discoverers. An Italian patent Application registered MMH MALAREX(TM) on
March 26, 1998 for use as an anti-malarial agent and any secondary medicinal
uses that may be found in the course of testing or further research. PCT
(International) Patent Application for the same usage was filed on March 25,
1999. An Italian Patent Application registered STRYCHNOS on June 1, 1999 for use
as an anti-malarial agent specifically, but not limited to, for usage as an
adjuvant

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to Chloroquine in fighting malaria. These three Patent applications have all
been approved for study of their technical merits. This is the first stage
acceptance culminating, hopefully, in the full patent being issued. After the
application has been accepted for study, the patent granting authority in that
jurisdiction do more in depth studies of the merit of the patent application
based on its scientific validity and test results to date. Once they feel that
the application has met the burden of proof for that particular patent request,
the actual patent is granted. On September 26, 2000 Millenia's PCT
(International) Patent Application for MMH MALAREX(TM) was accepted and Millenia
has now commenced the process of registering its patent protection in the
following 52 countries: the United States, Canada, Europe, Japan, the states
served by the European Patent Office, the African Regional Industrial Property
Organization (ARIPO) and the African Intellectual Property Organization (OAPI)
as well as Brazil, India, Mexico, South Africa, Vietnam and Madagascar. As well,
Millenia has made trademark applications for MMH MALAREX(TM) in these 52
countries.

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.

Currently, the testing of Voacamine, the active ingredient in MMH MALAREX(TM)
and the related costs of these tests, are being performed by several
governments, not for profit organizations and research institutes with the sole
goal of bringing to the market an effective anti-malarial drug.

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:

      -     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

      -     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

      -     reduction from their previous levels.

      -     Side effects, 2 cases of nausea.
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                  Follow-up trials

      -     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 MMH MALAREX(TM)again should
            they incur another episode of malaria.

      -     2003, 102 patients suffering Falciparum Malaria

      -     Comparative test with Camoquine-coloquine based drug

      -     Positive results achieved - full text of test results to be released
            only after publication of test in a peer reviewed journal.

      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 of the University of Bangui.

      -     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

                  Upcoming trials

Millenia, in conjunction with L'Organizacion Pan-American de la Salute, the
Pan-American regional office of the World Health Organization (WHO), will be
conducting clinical Human Trials in the Caribbean nation of the Dominican
Republic, within the next 6 months.

Upon the successful completion of the aforementioned trial, Millenia will
receive WHO approval for MMH MALAREX(TM) as a precursor to its receiving a
finalized sales order from the Dominican Republic.

Millenia is currently in the midst of formulating the protocols for further
studies and trials.

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 MMH
MALAREX(TM) pursuant to its receiving the designation as a prescription drug.

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 MMH MALAREX(TM) 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
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 11 countries, the Company is negotiating with
several liability insurance carriers to obtain the appropriate liability and
product insurance commensurate with the statistical risk factors.

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Acquisitions

On May 29, 2000, the company acquired thirty five million seven hundred thousand
(35,700,000) shares of SWORD COMP-SOFT CORP., this being 76.5% of SWORD's
outstanding shares at the time, at a cost of five million (5,000,000) common
shares, and five million warrants (5,000,000), entitling the registered holder
thereof to purchase one share of common stock at a price of two dollars ($2),
expiring on May 29, 2003. This transaction was at arms length with a third
party.

On March 5, 2003, Millenia divested its entire holding in Sword Comp-Soft, this
being 30.7 million common shares. The aforementioned shares were tendered back
to Sword Comp-Soft, in exchange for $700,000 U.S., due March 5, 2005, Sword's
Medico Center site, Medico Research, any other related Medico ASP work and all
the attended backup documentation, computer line code etc., all as per the
agreement signed on March 5, 2003. As of February 2004, Sword owed Millenia
approximately $516,000.

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

Millenia, under Dr. David Mulder, Millenia's Vice-Chairman, and Dr. Rene Morel,
a member of our scientific committee, expects to introduce, in the future, a new
product called 02-IV, oxygenated intravenous solutions. Intravenous solution
recipients will now be able to derive a positive boost from the extra dose of
oxygen delivered directly to their blood stream. As per the January 1999 article
in the Canadian Journal of Health & Nutrition titled, "Oxygen Boosts Performance
"(the benefits of additional oxygen for the body are numerous). The North
American intravenous solution market, per estimates of Frost & Sullivan, is
approximately $1.3 billion and the rest of the international market is about an
additional $1.5 billion.

In October 2001 Millenia acquired 68% of the assets of Cibecol Industrial
Farmaceutica for $500,000 in cash, 7 million shares of Millenia Hope common
shares and 1 million common shares of Sword Comp-Soft., a former subsidiary of
Millenia Hope, owned by Millenia.

Cibecol, incorporated and headquarted in Brazil and one of the largest
phyto-pharmaceutical plants in Southern Brazil, operates a 20,000 square foot
manufacturing facility and also owns 82 hectares of arable land, located, Porto
Alegre, Brazil. Millenia will use the Brazilian facility for the production of
Voacamine, the active agent in MMH MALAREX(TM).

As per the agreement between Millenia Hope Inc. and CIbecol Industrial
Farmaceutica Ltda, the assets purchased by Millenia Hope from Cibecol were to
have been transferred into a newly formed corporation, to be owned 68% by
Millenia Hope and 32% by Cibecol Industrial or any Cibecol designeee, by October
7, 2002. As this never occurred and due to lapses of communication with Cibecol,
Millenia has decided to write down its investment in Cibecol to $ 1 pending the
legal registration of its assets in the name of a newly formed corporation to be
68% owned by Millenia. Management fully expects to properly and legally
formalize its deal with Cibecol during the ensuing period.

Employees

At the current time the following eleven officers of the company are its only
employees:

Dr. George Tsoukas - Chairman of the Board of Directors.

Is researching new projects and ideas and evaluating ongoing projects - chairs
the board meetings and is involved with the scientific planning - Devotes 2 days
per month to the Company - Resident of the city of Montreal.

Dr. David Mulder, Vice Chairman of the Board of Directors.

Along with Dr. Tsoukas, chairman of the Board, he assists in evaluating our
projects and aiding our scientific planning. Currently involved in our research
into the potential for oxygenated intravenous solutions. Devotes 1 day per
month to the company. Resident of the City of Montreal.

Mr. Leonard Stella - Chief Executive Officer - Director.

Responsible for the day to day operations of the Company, strategic planning and
operational coordination and the overall coordination of all scientific data,
testing etc. Devoting full time to the company - resident of Montreal.

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Mr. Yehuda Kops - Chief Operating Officer - Director.

Oversees all accounting functions, bank accounts, financial statements, cash
flow projections, etc. and is involved with reporting requirements as well as
long term strategic planning together with the CEO and CFO. Full time devoted to
Company - resident of Montreal.

Mr. Hugo Valente - CFO - Director.

Responsible for Corporate compliance, financing of the operations, cost controls
and budgeting, contract negotiations, as well as long term strategic planning. -
Devotes full time - Montreal resident.

Mr. Raymond Roy - Executive VP - Director.

Responsible for Investor Relations, Coordination of public relations and
monetary and fiscal management. Devotes full time- Montreal resident

Dr. Meir Sacks - Chief of Pharmacology.

Responsible for coordinating all medical and scientific testing, assessing any
deficiencies in the scientific methodology of Millenia and rectifying them.
Heads the Scientific Advisory Committee. Devotes 1 day a week to the company -
resident of Pittsburgh, Pennsylvania.

Dr. Roger Kaantey - Senior Executive VP.

Responsible for the African continent for obtaining sales authorizations and
homologations, marketing MMH MALAREX(TM) and finalizing sales orders. Full time
devoted to the company - Montreal resident

Mr. Jacky Quan - VP Sales, Asia and South America

Responsible for Asia and South America and the Caribbean for obtaining sales
authorizations and homologations, marketing MMH MALAREX(TM) and finalizing sales
orders. Devotes part time to the company - Montreal resident.

Mr. Thomas Bourne - Secretary

Responsible for minute book, corporate filings, shareholder lists etc. Devotes 1
day every 2 or 3 weeks as needed. Resident of Boca Raton, Florida and is a self
employed financial manager.

Mr. Jeffrey Brooks - VP Operations

Responsible for all phases of production and quality control of MMH MALAREX(TM)
and other future products. Currently devotes 2 days a month to the company -
Montreal resident.

In addition to its eleven officers, as part of its lease, the Company has access
to secretarial 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 leases its corporate offices at 4055 St. Catherine Street, Suite
151, Montreal, Quebec at annual rental , including office expenses, of US
$54,000 pursuant to the terms of a one year lease commencing Septemebr 1, 2003.

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

The Board of Directors has authorized the creation of 50 million preferred
shares. As well, the authorized number of common shares has been authorized to
be raised to 120 million shares from 70 million. These two measures will give
the corporation more flexibility in attracting fresh capital. These
aforementioned have not been sent for a vote of the holders of the common
shares.

<PAGE>

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 and 2000,
2001, 2002 and 2003. 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                          $ .25

     1999

First Quarter                          $1.75                          $ .50
Second Quarter                         $2.00                          $1.12
Third Quarter                          $2.50                          $ .75
Fourth Quarter                         $1.45                          $ .43

   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

Of the 50,585,517 shares of common stock outstanding, 30,829,152 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.

<PAGE>

(b)   Holders

As of November 30, 2003, there were over 1000 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
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

<PAGE>

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.

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.

      Warrants and Options

On February 28, 2000, the company issued 4,644,156 warrants, currently
exercisable at $1.00 per share until November 30, 2004, to settle related party
notes pursuant to the exemption contained in Regulation S.

Description of Securities.

(a) Common or Preferred Stock

The Company is authorized to issue 70 million shares to be raised to 120,000,000
shares of Common Stock,$0.0001 par value pursuant to a Board of Director's
resolution but not yet voted on by the holders of the common shares, of which
50,585,517 shares were issued and outstanding as of the date hereof. 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

<PAGE>

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's Board of Directors authorized the Company to issue 50,000,000
preferred shares, $0.0001 par value. At present there are not yet any authorized
shares. No preferred shares were issued and outstanding. This Board resolution
has also not yet been presented for a vote of the holders of the common shares.

(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 FINACIAL 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 and foremost is to
establish MMH MALAREX(TM) as an accepted control agent for the treatment and
prevention of malaria throughout the world. We believe that MMH MALAREX(TM) 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 MMH MALAREX(TM), we believe, will ensure its
acceptability and use in the fight against malaria. To this end the company is
involved with ongoing clinical trials of MMH MALAREX(TM). As of February 29,
2004, Millenia Hope had received 10 sales authorizations from West African
nations, Congo (Brazzaville) and Guinea (Conakry), Togo, Burundi, Central
African Republic, Benin, Gabon. Chad, Niger and Cameroon and the Caribbean
nation of the Dominican Republic. We are awaiting, sales authorizations from
several other West African nations. Based on management's best estimates,
Millenia hopes to sell in excess of 400,000 treatments of MMH MALAREX(TM) (or
over $3 million US), by the end of fiscal 2004.

Millenia has adopted an extremely conservative sales forecast. In the face of
anti-malarial drug resistance, the need for more effective treatments will
continue to intensify. Once a network of local manufacturers and distributors
capable of producing and supplying MMH MALAREX(TM) are in place, the demand for
MMH MALAREX(TM) should increase commensurately.

It is estimated the demand for MMH MALAREX(TM) will increase as it becomes one
of the accepted choices in the fight against malaria. Millenia has chosen to
remain
<PAGE>

conservative and has established a goal of capturing 2% ($200 million) of the
marketplace in five years. According to the company's internal estimates, based
upon it's knowledge of the industry, attaining this sales level will ensure the
viability and profitability of the Company for its shareholders. No assurance
can be given that the Company will meet its sales goals.

Secondly, Millenia is committed to ongoing research and development, to expand
the efficacy of MMH MALAREX(TM) and its derivatives in fighting infectious
diseases. As the company has not yet made any significant sales of its product,
it is difficult for management to evaluate the growth curve of product sales.
However, given the market size and the 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 the negotiations for its initial sales have
been finalized.

On May 29, 2000, the company acquired thirty five million seven hundred thousand
(35,700,000) shares of SWORD COMP-SOFT CORP., this being 76.5% of SWORD's issued
capital, at a cost of five million (5,000,000) common shares, and five million
warrants (5,000,000), entitling the registered holder to purchase one share of
common stock at a price of two dollars ($2) expiring May 29, 2003. SWORD
COMP-SOFT CORP. was an (ASP) Application Service Provider incorporated in
November 1998 specializing in the E-Healthcare sector.

On March 5, 2003, Millenia divested its entire holding in Sword Comp-Soft, this
being 30.7 million common shares. The aforementioned 30.7 million shares were
tendered back to Sword Comp-Soft in exchange for $700,000 U.S., due March 5,
2005 and Sword's Medico Center site, Medico Research, any other related Medico
ASP work and all the attended backup documentation, computer line code etc., all
as per the agreement signed on March 5, 2003. As of February 28, 2004, Sword
owed Millenia approximately $516,000.

The acquisition of Sword's medical ASP's and Medico Records will be highly
beneficial in the future, as Millenia's Scientific Aadvisory Committee of M.D.s
and P.H.D.s with a wide range of expertise, will greatly aid the company in
bringing to the market medical ASPs.

In 2001 Millenia acquired 68% of the assets of Cibecol Industrial Farmaceutica
Ltda. For $500,000 cash, 7 million shares of Millenia Hope common stock and 1
million common shares of Sword Comp-Soft Corp., Millenia's former subsidiary
company. Cibecol, incorporated and headquarted in Brazil and one of the largest
phyto-pharmaceutical plants in Southern Brazil, operates a 20,000 square foot
manufacturing facility and also owns 82 hectares of arable land, located, Porto
Alegre, Brazil. Millenia will use the Brazilian facility for the production of
Voacamine, the active agent in MMH MALAREX(TM).

As per the agreement between Millenia Hope Inc. and CIbecol Industrial
Farmaceutica Ltda, the assets purchased by Millenia Hope from Cibecol were to
have been transferred into a newly formed corporation, to be owned 68% by
Millenia Hope and 32% by Cibecol Industrial or any Cibecol designeee, by October
7, 2002. As this never occurred and due to lapses of communication with
Cibecole, Millenia has decided to write down its investment in Cibecol to $ 1
pending the legal registration of its assets in the name of a newly formed
corporation to be 68% owned by Millenia. Management fully expects to properly
and legally formalize its deal with Cibecol during the ensuing period.

Millenia has incorporated a wholly owned Canadian subsidiary, Millenia Hope
Pharmaceuicals Ltd. Millenia Pharmaceuticals will handle all marketing,
distributing and sales of MMH MALAREX(TM). As well, Millenia Pharmaceuticals is
investigating the ramifications and potentialities of building a research and
production laboratory, to be located in the greater Montreal region, within the
next 24 months.

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

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

Millenia, under Dr. David Mulder, Millenia's Vice-Chairman, and Dr. Rene Morel,
a member of our scientific committee, expects to introduce, in the future, a new
product called 02-IV, oxygenated intravenous solutions. Intravenous solution
recipients will now be able to derive

<PAGE>

a positive boost from the extra dose of oxygen delivered directly to their blood
stream. As per the January 1999 article in the Canadian Journal of Health &
Nutrition titled, "Oxygen Boosts Performance "(the benefits of additional oxygen
for the body are numerous). The North American intravenous solution market, per
estimates of Frost & Sullivan, is approximately $1.3 billion and the rest of the
international market is about an additional $1.5 billion.

Year ended November 30, 2003 Compared to Year Ended November 30, 2002.

Total revenue for 2003 was $2,500 as compared to $362,599 in revenue for the
same period in 2002 and associated costs for 2002 of $165,799. The drop in
revenue is directly attributable to our having consulting revenue from our
former subsidiary, Sword Comp-Soft, consolidated with Millenia in 2002 and not
in 2003. In neither 2002 and 2003 did Millenia have any sales revenue from MMH
MALAREX(TM).

Selling, general and administrative and amortization expenses were $198,613 for
the year 2002. This represented an decrease of $95,466 to $103,147 for 2003.
This decrease was attributable to removal of our former subsidiary's costs for
2003. In 2002 our auditors took a bad debt provision against Sword and Millenia
accounts and notes receivable of $ 179,377. In 2003 Millenia had no accounts
receivable.

We incurred other development costs of ($6,727) during 2003 as compared to
$59,606 for the year 2002. This represents samples and testing expense to
receive our sales authorizations in 2003 as opposed to higher patent and
development costs in 2002.

We had marketing expenses of $231,098 in year 2003 and $443,383 in 2002. Our
decreased expenses are due to the removal of Sword's $54,000 in expenses and a
lessening of the expenditures on promoting the company.

In 2003, we paid two of our principal officers $360,000 in salaries via the
issuance of common shares. No salaries were paid in 2002.

In 2002, we wrote off our investment in Cibecol Farmaceutica pursuant to our
assets not being legally registered in Millenia's Corporate name. This caused a
$2,799,999 expense in 2002 that does not appear in 2003.

As a result of the foregoing we incurred a net loss of $3,591,729 for the year
2002, compared to a loss of $44,153 for the year 2003.

Liquidity and Capital Resources

Net cash used in financing operating and investing activities from December 01,
2002, through November 30, 2003, was $0. At November 30, 2003, we had an
accumulated deficit from operating activities of $2,493,989.

Effect of Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities," which requires
entities to recognize all derivative financial instruments as either assets or
liabilities in the balance sheet and measure these instruments at fair value.
SFAS No. 133, as amended by SFAS No. 137, is effective for all fiscal years
beginning after June 15, 2000. We do not presently enter into any transactions
involving derivative financial instruments and, accordingly, we do not
anticipate that the new standard will have any effect on our financial
statements.

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.

On February 25, 2004 we hired the firm of Richler, Tabac to be our accountants.
The previous accountants, Richter, Usher and Vineberg, resigned and have no
further business with Millenia Hope. There have been no disagreements with
Richter, Usher and Vineberg or Richler, Tabac. Prior to our hiring of Richler,
Tabac, there was no relationship at all between Millenia and Richler, Tabac.

<PAGE>

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

(a) Directors and Executive Officers.

Name                           Age   Position
----                           ---   --------
George Tsoukas                 67    Chairman of the Board of
                                     Directors

David Mulder                   69    Vice-Chairman of the Board of Directors

Leonard Stella                 42    CEO - Director

Yehuda Kops                    49    COO - Director

Hugo Valente                   51    CFO - Director

Raymond Roy                    53    Executive VP - Director

Meir Sacks                     35    Chief Pharmaceutical Officer

Roger Kaantey                  48    Senior Executive VP

Jacky Quan                     35    VP - Sales, Asia and South America

Thomas Bourne                  59    Secretary

Jeffrey Brooks                 58    VP Operations

Thomas Treichler               59    Director

Dr. George Tsoukas, Chairman of the Board of Directors.

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

Dr. David Mulder, Vice-Chairman of the Board of Directors.

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

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 1998 he became one of
the founding partners and is now the Chief Executive Officer of Millenia Hope.

Mr. Yehuda Kops, 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.

<PAGE>

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. Raymond Roy, Executive VP - Director.

After completing his studies in accounting and finance in 1974, Mr. Roy received
his Canadian Securities License in 1975, Mr. Roy has worked in the financial
industry, from 1971-1994, as a senior trader and department head for various
Banks and Investment Dealers. Since 1995, Mr. Roy has been self-employed as a
trader in the financial derivatives markets for the Montreal Stock Exchange and
as a consultant to Millenia Hope. Mr. Roy brings his solid experience in the
many aspects of the industry, sales, trading, corporate finance, marketing,
portfolio management and restructuring of operations to Millenia Hope.

Dr. Meir Sacks, Chief of Pharmacology

Dr. Sacks received his PhD in Biochemical Genetics from West Virginia
University. Dr. Sacks worked for Immuno Therapy Corporation of Los Angeles as a
research consultant, from 1997-1998, on anti hcg vaccine. From 1998 to 2001, he
worked for Arkios Bio-development of Pittsburgh as their director of scientific
evaluation, responsible for analyzing the scientific value and commercial
viability of all projects presented to the corporation. From 2001 to the
present, Dr. Sacks has been involved in ongoing research in the following areas
(amongst other research subjects he is currently pursuing): antioxidants, blood
diagnostics and vitamin level analysis. He is also the co-author of numerous
scholarly works and has received a number of academic and corporate grants to
fund his research. A member of Millenia's Scientific Advisory Committee since
2000, Dr. Sacks joined its management, as Chief of Pharmacology, and head of its
Scientific Advisory Committee in 2003.

Dr. Roger Kaantey, Senior Executive VP

Dr. Kaantey received his Bachelor of Science from Lycee Chaminade de
Brazzaville, Congo (1973) his license as an M.D. from the Universite de
Montpellier, France (1983) and his specialization in cardiovascular and thoracic
medicine from the same institution (1988). From 1988-1993 he practiced medicine
at the Hospital Center of the Universite de Brazzaville. From 1993-1998 Dr.
Kaantey sat in the Congolese parliament as the head of the P.L.C. (Parti Liberal
de Congo). In 1999 he joined Millenia Hope and is currently its Senior Executive
Vice President. Dr. Kaantey is responsible for the African continent, Millenia's
key area of interest to market its anti-malarial agent, MMH MALAREX(TM). To
date, Dr. Kaantey has been successful in obtaining 10 African selling
authorizations and expects, in the very near future, to conclude sales of MMH
MALAREX(TM) to several of the aforementioned countries.

Mr. Jacky Quan VP - Sales for Asia and South America

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 communitites and the
Hispanic markets of the Caribbean and South America.

Mr. Thomas Bourne, Secretary.

Mr. Bourne is a professional financial manager and advisor, having received his
accreditation as a CA, a member of the Order of Chartered Accountants of Canada.
He has had vast experience in dealing with the Banking and Investment circles
having been for many years the Chief Investment Officer of one of Ontario,
Canada's largest Credit unions. Over the past ten years, he has shifted his base
of operations to the state of Florida where he practices in Boca Raton, as an
independent financial consultant.

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

<PAGE>

and other professional associations, Mr. Brooks will be responsible for assuring
the quality of MMH MALAREX(TM), 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.

Dr. Thomas P. Treichler - Director. Dr. Treichler.

Holder of a Doctorate in Japanese Law from Zurich University, was educated in
Switzerland and Japan. His many years of wide ranging experience in the United
States, Asia, Australia and Europe have encompassed corporate finance, corporate
governance, and investment banking and venture capital investment. His career
began in 1969 with the Union Bank of Switzerland in Tokyo and Zurich and in
London with J. Henry Schroder Wagg. In 1976 he co-founded Fidenas Corporation, a
New York based investment banking and finance firm. Dr. Treichler is also the
founder and chief executive officer of Orient Financial Corporation, a San
Francisco based investment banking and corporate advisory firm, whose clientele
includes emerging companies in the biomedical and technology fields.

(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
claiming $158,000 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
607,00 shares of common stock having a market value of $158,000 as at the date
of the alleged rendering of services. It is management's opinion that these
services were never rendered and accordingly, no provision for this claim has
been made in the accounts.

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

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, 2003, 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

<TABLE>
<CAPTION>
Name and                                                                                        Long-term
Principal Position                              Year     Salary     Bonus                 Compensation: Shares
-----------------------------------------------------------------------------------------------------------------------
<S>                                             <C>      <C>          <C>      <C>
Leonard Stella                                  2003     $235,000     0        4,700,000 common shares of Millenia Hope
Chief Executive Officer and Director

Yehuda Kops                                     2003     $125,000     0        2,500,000 common shares of Millenia Hope
Chief Operating Officer
</TABLE>

(b) Compensation of Directors

None

(c) Options /SAR Grants in last year

None
<PAGE>

(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 .
Currently, there are no provisions for cash compensation to be paid to any
executive officer or director of the company now, or upon the termination of
their services. As indicated above, certain officers received comon shares as
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 November 30, 2003, 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 November 30, 2003 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

Sword Comp-Soft Corp.                 5,000,000                9.88
4055 St. Catherine West #142
Westmount, Quebec

Liquid Asset Corp.                    3,000,000                5.93
2711 Centerville Road
Suite 400
Wilmington, Delaware

Leonard Stella (1)                    4,710,000                9.31

Yehuda Kops (1)                       2,500,000                4.94

Raymond Roy (1)                         350,000                   *

All Directors and Executive
Officers as a group (3 persons)       7,560,000               14.94

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

*     Less than 1%

Item 12. Certain Relationships and Related Transactions.

<PAGE>

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

    Balance Sheet (11/30/03 and 11/30/02)

    Statement of Operations (Years ended 11/30/03 and 11/30/02), 11/30/01 and
      from inception to 11/30/03

    Statement of Shareholders' Equity (From inception to 11/30/03)

    Statement of Cash Flows (Years ended 11/30/03 and 11/30/02, 11/30/01 and
      from inception to 11/30/03)

    Summary of Significant Accounting Policies (year ended 11/30/03)

    Notes to the Finance Statements (year ended 11/30/03)

(b) List of Exhibits.

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: March 18, 2003         /s/ George Tsoukas
                             --------------------------------------
                             George Tsoukas, Chairman and Director


Date: March 18, 2003         /s/ David Mulder
                             --------------------------------------
                             David Mulder, Vice Chairman and Director


Date: March 18, 2003         /s/ Leonard Stella
                             --------------------------------------
                             Leonard Stella,CEO and Director


Date: March 18, 2003         /s/ Yehuda Kops
                             --------------------------------------
                             Yehuda Kops, Chief Operating Officer and Director
                             (Principal Financial Officer)


Date: March 18, 2003         /s/ Hugo Valente
                             --------------------------------------
                             Hugo Valente, CFO


Date: March 18, 2003         /s/ Raymond Roy
                             --------------------------------------
                             Raymond Roy, Executive VP

<PAGE>

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

                              Financial Statements
                                November 30, 2003

<PAGE>

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

Financial Statements
November 30, 2003

Contents

Auditors' Report - Current Year                                              1

Auditor's Report - Prior Years                                               2

Balance Sheet                                                            3 - 4

Statement of Shareholders Deficit                                        5 - 8

Statement of Operations                                                      9

Statement of Cash Flows                                                10 - 11

Notes to Financial Statements                                          12 - 32


                                       -2-
<PAGE>

      Auditors' Report


To the Board of Directors and Shareholders of
Millenia Hope Inc.
(A Company in the Development Stage)


We have audited the accompanying balance sheet of Millenia Hope Inc. (a company
in the development stage) as at November 30, 2003 and the related statement of
operations, shareholders' equity and cash flows for the year ended November 30,
2003 and for the period for December 24, 1997 (inception) to November 30, 2003.
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 audit. The financial statements for the period from December 24, 1997
(inception) to November 30, 2002 (not presented separately herein except for
the statements of shareholders' equity) were audited by other accountants whose
report dated March 14, 2003 expressed an unqualified opinion on those
statements and included an explanatory paragraph regarding the Company's
ability to continue as a going concern. The financial statements for the period
from December 24, 1997 (inception) to November 30, 2002 reflect a cumulative
net loss of $8,446,914. The other auditors' report has been furnished to us,
and our opinion, insofar as it relates to the amounts included for such prior
periods, is based solely on the report of such other auditors.

We conducted our audit in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance 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 made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, based on our audit and the report of the other accountants for
the cumulative information for the period from December 24, 1997 (inception) to
November 30, 2002, the financial statements referred to above present fairly,
in all respects, the financial position of the Company as at November 30, 2003
and the results of their operations and its cash flows for the year ended
November 30, 2003 and from December 24, 1997 (inception) to November 30, 2003
in conformity with generally accepted accounting principles in the United
States.

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 experienced an operating loss that raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


Richler & Tabac (signed)


Chartered Accountants
General Partnership

Montreal, Quebec
March 17, 2004

<PAGE>

      Auditors' Report

To the Board of Directors and Shareholders of
Millenia Hope Inc.
(A Company in the Development Stage)

We have audited the accompanying consolidated balance sheets of Millenia Hope
Inc. (a company in the development stage) as at November 30, 2002 and November
30, 2001 and the related consolidated statements of operations, shareholders'
equity and cash flows for the years ended November 30, 2002 and November 30,
2001 and for the period for December 24, 1997 (inception) to November 30, 2002.
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 audit. The consolidated financial statements for the period from December
24, 1997 (inception) to November 30, 2000 (not presented separately herein
except for the statements of shareholders' equity) were audited by other
accountants whose report dated April 13, 2001 expressed an unqualified opinion
on those statements and included an explanatory paragraph regarding the
Company's ability to continue as a going concern. The consolidated financial
statements for the period from December 24, 1997 (inception) to November 30,
2000 reflect a cumulative net loss of $4,161,972. The other auditors' report has
been furnished to us, and our opinion, insofar as it relates to the amounts
included for such prior periods, is based solely on the report of such other
auditors.

We conducted our audit in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance 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
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, based on our audit and the report of the other accountants for
the cumulative information for the period from December 24, 1997 (inception) to
November 30, 2000, the financial statements referred to above present fairly, in
all respects, the consolidated financial position of the Company as at November
30, 2002 and November 30, 2001 and the consolidated results of their operations
and their consolidated cash flows for the years ended November 30, 2002 and
November 30, 2001 and from December 24, 1997 (inception) to November 30, 2002 in
conformity with generally accepted accounting principles in the United States.

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 experienced an operating loss that raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


RICHTER, USHER & VINEBERG (signed)

Chartered Accountants
General Partnership

Montreal, Quebec
March 14, 2003

<PAGE>

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

Balance Sheet
As At November 30, 2003

                                                        2003              2002
================================================================================

Assets

Current

      Cash in Bank                                    $    272          $     --
      Accounts receivable (note 4)                          --            51,797
      Prepaid expenses                                      --           160,000
--------------------------------------------------------------------------------

                                                           272           211,797
Notes Receivable (note)                                633,812            97,608

Fixed Assets (note 5)                                    4,168            39,879

Other (note 7)                                               1                 1
--------------------------------------------------------------------------------

                                                      $638,252          $349,285
================================================================================

See accompanying notes

Approved on Behalf of the Board:

                                          Director
-----------------------------------------

                                          Director
-----------------------------------------


                                      -3-
<PAGE>

<TABLE>
<CAPTION>
                                                                  2003                2002
================================================================================================
<S>                                                            <C>                 <C>
Liabilities

Current

      Bank indebtedness                                        $        --         $     4,288
      Accounts payable and accrued liabilities (note 7)            186,700             223,477
      Notes payable                                                  1,106              98,731
------------------------------------------------------------------------------------------------

                                                                   187,806             326,496
------------------------------------------------------------------------------------------------

Non-Controlling Interest                                                --             107,081
------------------------------------------------------------------------------------------------

Contingent Liability and Commitments (note 9)

Shareholders Deficiency

Common Stock, $.0001 par value; authorized
  70,000,000 shares, issued 50,585,517                               5,059               3,914

Warrants                                                         1,393,247           1,393,247

Paid in Capital                                                  7,543,107           6,965,361

Cost of Treasury Shares                                                100                 100

Deficit Accumulated During the
  Development Stage                                             (8,491,066)         (8,446,914)
------------------------------------------------------------------------------------------------

                                                                   450,446             (84,292)
------------------------------------------------------------------------------------------------

                                                               $   638,252         $   349,285
================================================================================================
</TABLE>

See accompanying notes


                                      -4-
<PAGE>

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

Statement of Shareholders Deficit
For the Year Ended November 30, 2003

<TABLE>
<CAPTION>


                                                   Common                       Warrants
                                          -------------------------     ------------------------     Paid in
                                            Shares         Amount            #         Amount        Capital
===============================================================================================================
<S>                                       <C>           <C>              <C>         <C>           <C>
Balance - Beginning December 24, 1997             --    $        --             --   $        --   $        --

Proceeds from December 1997
 private placement                         4,000,000            400             --            --        19,800
Proceeds from February 1998
 private placement                         6,100,000            610             --            --       426,390
Net loss year ended November 30, 1998             --             --             --            --            --
---------------------------------------------------------------------------------------------------------------

Balance - November 30, 1998               10,100,000          1,010             --            --       446,190

March 20, 1999 settlement of marketing
 contracts                                 1,111,220            111             --            --     1,514,104
Net loss year ended November 30, 1999             --             --             --            --            --
---------------------------------------------------------------------------------------------------------------

Balance -  November 30, 1999              11,211,220          1,121             --            --     1,960,294

January 17, 2000 exercise of warrants        563,000             56             --            --        50,614
January 20, 2000 cancellation of
 founder's common stock                   (1,000,000)          (100)            --            --            --
February 29, 2000 warrants issued to
 settle debt                                      --             --      4,644,156     1,393,247            --
May 29, 2000 issue of common stock
 for acquisition                           5,000,000            500             --            --       128,978
May 31, 2000 exercise of warrants          4,398,944            440             --            --       395,652
July 10, 2000 exercise of warrants           353,351             35             --            --        31,766
August 11, 2000 Richgold's common
 stock reimbursement                              --             --             --            --     1,165,000
August 31, 2000 collection of
 subsidiary share receivable                      --             --             --            --        63,709
Net loss year ended November 30, 2000             --             --             --            --            --
---------------------------------------------------------------------------------------------------------------

Balance - November 30, 2000               20,526,515    $     2,052      4,644,156   $ 1,393,247   $ 3,796,013
---------------------------------------------------------------------------------------------------------------

<CAPTION>

                                                                                   Accumulated
                                             Shares            Treasury           Deficit during     Total
                                         Subscriptions  ------------------------    Development   Shareholders'
                                           Receivable     Shares        Amount         Stage         Equity
===============================================================================================================
<S>                                               <C>    <C>         <C>            <C>            <C>
Balance - Beginning December 24, 1997             --            --   $        --   $         --    $        --

Proceeds from December 1997
 private placement                                --            --            --             --         20,200
Proceeds from February 1998
 private placement                                --            --            --             --        427,000
Net loss year ended November 30, 1998             --            --            --     (1,493,350)    (1,493,350)
---------------------------------------------------------------------------------------------------------------

Balance - November 30, 1998                       --            --            --     (1,493,350)    (1,046,150)

March 20, 1999 settlement of marketing
 contracts                                        --            --            --             --      1,514,215
Net loss year ended November 30, 1999             --            --            --     (2,011,229)    (2,011,229)
---------------------------------------------------------------------------------------------------------------

Balance -  November 30, 1999                      --            --            --     (3,504,579)    (1,543,164)

January 17, 2000 exercise of warrants             --            --            --             --         50,670
January 20, 2000 cancellation of
 founder's common stock                           --     1,000,000           100             --             --
February 29, 2000 warrants issued to
 settle debt                                      --            --            --             --      1,393,247
May 29, 2000 issue of common stock
 for acquisition                                  --            --            --             --        129,478
May 31, 2000 exercise of warrants                 --            --            --             --        396,092
July 10, 2000 exercise of warrants                              --            --             --         31,801
August 11, 2000 Richgold's common
 stock reimbursement                              --            --            --             --      1,165,000
August 31, 2000 collection of
 subsidiary share receivable                      --            --            --             --         63,709
Net loss year ended November 30, 2000             --            --            --       (657,393)      (657,393)
---------------------------------------------------------------------------------------------------------------

Balance - November 30, 2000                       --     1,000,000   $       100    $(4,161,972)   $ 1,029,440
---------------------------------------------------------------------------------------------------------------
</TABLE>


                                      -5-
<PAGE>

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

Statement of Shareholders Deficit
For the Year Ended November 30, 2003

<TABLE>
<CAPTION>
                                                   Common                  Warrants                            Shares
                                            --------------------    -----------------------     Paid in     Subscriptions
                                              Shares     Amount         #          Amount       Capital      Receivables
==========================================================================================================================
<S>                                        <C>          <C>          <C>         <C>           <C>           <C>
January 10, 2001 issue of common stock         66,000   $      7            --   $        --   $    16,493   $        --
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            --
March 23, 2001 issue of common stock
  for marketing services                       25,000          2            --            --         6,248            --
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            --
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            --
September 11, 2001 issue of common
  stock for marketing services                 75,000          7            --            --        11,243            --
October 12, 2001 issue of common
  stock for property and equipment          7,000,000        700            --            --     2,293,841            --
November 8, 2001 issue of common
  stock                                       375,000         38            --            --        56,212       (56,250)
Net loss year ended November 30, 2001              --         --            --            --            --            --
--------------------------------------------------------------------------------------------------------------------------

Balance - November 30, 2001                35,067,515   $  3,506     4,644,156   $ 1,393,247   $ 6,540,706   $  (293,750)

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

<CAPTION>

                                                                      Accumulated
                                                                        Deficit
                                                     Treasury         during the       Total
                                               -------------------    Development   Shareholders'
                                               Shares        Amount      Stage         Equity
==================================================================================================
<S>                                         <C>         <C>           <C>            <C>
January 10, 2001 issue of common stock             --   $        --   $        --    $    16,500
March 2001 issue of common stock                   --            --            --             --
March 14, 2001 issue of common stock
  for marketing services                           --            --            --          7,500
March 23, 2001 issue of common stock
  for marketing services                           --            --            --          6,250
April 5, 2001 issue of common stock                --            --            --             --
May 3, 2001 issue of common stock
  for marketing services                           --            --            --          5,000
May 24, 2001 issue of common stock                 --            --            --             --
May 29, 2001 issue of common stock
  for other development costs                      --            --            --        111,356
September 11, 2001 issue of common
  stock for marketing services                     --            --            --         11,250
October 12, 2001 issue of common
  stock for property and equipment                 --            --            --      2,294,541
November 8, 2001 issue of common
  stock                                            --            --            --             --
Net loss year ended November 30, 2001              --            --      (693,213)      (693,213)
--------------------------------------------------------------------------------------------------

Balance - November 30, 2001                 1,000,000   $       100   $(4,855,185)   $ 2,788,624

==================================================================================================
December 2, 2001- issue of
Common stock for settlement of a note              --            --            --          3,125
</TABLE>


                                      -6-
<PAGE>

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

Statement of Shareholders' Deficit
For the Year Ended November 30, 2003

<TABLE>
<CAPTION>
                                                                                                Shares
                                              Common Stock           Warrants       Paid in  Subscriptions       Treasury
                                            Shares     Amount       #     Amount    Capital   Receivables    Shares    Amount
<S>                                         <C>       <C>           <C>        <C>  <C>         <C>              <C>  <C>
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    $     --         --   $     --

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

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

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          --         --         --

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

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

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

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

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          --         --         --

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

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

<CAPTION>

                                         Accumulated
                                           Deficit
                                          during the        Total
                                         Development    Shareholders
                                            Stage          Equity
<S>                                        <C>            <C>
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                       $     --       $ 31,250

January 17, 2002-issue of common
Stock for marketing services                     --          8,594

January 24, 2002-issue of common stock
Of which 125,000 shares were issued for
Settlement of expenses                           --         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             --         31,250

April 11, 2002-issue of common
Stock for services                               --         44,712

April 25, 2002-issue of common stock for
Development costs                                --         32,400

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

May 14, 2002 issue of common stock for
Office expenses                                  --          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             --         33,989

June 21, 2002-issue of common stock for
office expenses                                  --         14,000

August 16, 2002-issue of common stock            --          2,500

</TABLE>


                                      -7-
<PAGE>

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

Statement of Shareholders' Deficit
For the Year Ended November 30, 2003

<TABLE>
<CAPTION>
                                                                                                                    Shares
                                                 Common Stock                   Warrants              Paid in    Subscription
                                              Shares        Amount           #          Amount        Capital     Receivable
<S>                                          <C>          <C>             <C>         <C>           <C>           <C>
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   $        --

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

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

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

Relocated to note payable (See note 12)              --            --            --                          --        37,500

Net Loss for the year ended Nov. 30, 2002            --            --                                                      --
------------------------------------------------------------------------------------------------------------------------------

Balance - November 30, 2002                  39,144,695   $     3,914     4,644,156   $ 1,383,247   $ 6,965,361            --
------------------------------------------------------------------------------------------------------------------------------

December 11, 2002-issue of common stock
for consulting services                         200,000            20            --                      13,980

February 5, 2003-issue of  common stock         226,250            23            --                      11,289

March 24. 2003 - issue of common stock          861,335            86            --                      42,980

May 5, 2003 - issue of common stock             268,997            27            --                      13,423

July 11, 2003-issue of common stock
to settle  a note receivable                     40,000             4            --                       1,996

August 15, 2003-issue of common stock
in settlement of consulting fees                500,000            50            --                      24,950

August 29, 2003 issue of common stock           190,470            19            --                       9,505

Sept. 22, 2003 issue of common stock            125,000            13            --                       9,987

<CAPTION>

                                                                        Accumulated
                                                                          Deficit
                                                                        during the       Total
                                                    Treasury            Development   Shareholders
                                              Shares        Amount         Stage        Deficit
<S>                                           <C>         <C>           <C>            <C>
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                                 --   $        --   $         --   $    37,660

October 14, 2002-issue of common
Stock for  future marketing services                 --            --             --       160,000

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

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

Relocated to note payable (See note 12)                                                     37,500

Net Loss for the year ended Nov. 30, 2002                          --     (3,591,729)   (3,591,729)
------------------------------------------------------------------------------------------------------

Balance - November 30, 2002                   1,000,000   $       100   $ (8,446,914)  $   (84,292)
------------------------------------------------------------------------------------------------------

December 11, 2002-issue of common stock
for consulting services                                                                     14,000

February 5, 2003-issue of  common stock                                                     11,312

March 24. 2003 - issue of common stock                                                      43,066

May 5, 2003 - issue of common stock                                                         13,450

July 11, 2003-issue of common stock
to settle  a note receivable                                                                 2,000

August 15, 2003-issue of common stock
in settlement of consulting fees                                                            25,000

August 29, 2003 issue of common stock                                                        9,524

Sept. 22, 2003 issue of common stock                                                        10,000
</TABLE>


                                      -8-
<PAGE>

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

Statement of Shareholder's (Deficit) Equity
For the Year Ended November 30, 2003

<TABLE>
<CAPTION>


                                                                                                                      Shares
                                                  Common Stock                   Warrants               Paid in    Subscription
                                              Shares         Amount            #          Amount        Capital     Receivable
<S>                                          <C>           <C>              <C>         <C>           <C>           <C>
Oct. 17, 2003-issue of common stock in
settlement of representation costs            1,608,770    $       161             --   $        --   $    80,278   $        --

October 17, 2003 issue of common stock          100,000             10             --            --         4,990            --

October 17, 2003 issue of common stock
allocated to a note receivable                   20,000              2             --            --            98            --

October 31, 2003 issue of a common stock
In settlement of administrative salaries
7,200,000 shares and office expenses
100,000                                       7,300,000            730             --            --       364,270            --

Net loss for the year ended Nov. 30, 2003
                                            -------------------------------------------------------------------------------------
Balance-November 30, 2003                    50,585,517    $     5,059      4,644,156   $ 1,393,247   $ 7,543,107            --
                                            -------------------------------------------------------------------------------------
<CAPTION>

                                                                        Accumulated
                                                                          Deficit        Total
                                                                        during the    Shareholders
                                                    Treasury            Development     (Deficit)
                                              Shares        Amount         Stage         Equity
<S>                                           <C>         <C>           <C>            <C>
Oct. 17, 2003-issue of common stock in
settlement of representation costs                   --   $        --   $        --    $    80,439

October 17, 2003 issue of common stock               --            --            --          5,000

October 17, 2003 issue of common stock
allocated to a note receivable                       --            --            --            100

October 31, 2003 issue of a common stock
In settlement of administrative salaries
7,200,000 shares and office expenses
                                  100,000            --            --            --        365,000

Net loss for the year ended Nov. 30, 2003                                   (44,153)       (44,153)

                                             -------------------------------------------------------
Balance-November 30, 2003                     1,000,000   $       100   $(8,491,067)   $   450,446
                                             -------------------------------------------------------
</TABLE>


                                      -9-
<PAGE>

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

Statement of Operations
For the Year Ended November 30, 2003

<TABLE>
<CAPTION>
                                                                                                 From Inception
                                                                                               (December 24, 1997)
                                                                                                 to November 30,
                                                      2003            2002            2001            2003
------------------------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>             <C>             <C>
Revenues                                          $      2,500    $    362,599    $    378,625    $  1,073,718

Cost of Sales                                               --         165,799         205,410         579,211
------------------------------------------------------------------------------------------------------------------

                                                         2,500         196,800         173,215         494,507
                                                   ---------------------------------------------------------------
Operating Expenses

      Administrative salaries                          360,000              --              --         360,000
      Marketing                                        231,098         443,383          57,951       2,306,100
      Patent rights                                         --              --              --       1,005,827
      Other development costs                            6,727          59,606         585,056         927,904
      Rent                                              51,450          62,445          81,890         403,705
      Travel                                                --              --              --         234,859
      Selling, general and administrative              102,105         172,094         105,154       1,186,143
      Amortization                                       1,042          26,519          32,481         110,437
      Bad debts                                             --         179,377              --         179,377
                                                   ---------------------------------------------------------------
                                                       752,422         943,424         862,532       6,714,352
------------------------------------------------------------------------------------------------------------------

Operating Loss                                        (749,922)       (746,624)       (689,317)     (6,219,845)
                                                   ---------------------------------------------------------------
Gain (Loss) on disposition of subsidiary               746,808          (9,547)             --         737,262
Interest Income                                         30,960              --          10,180          43,391
Interest expense                                            --         (12,489)        (14,580)       (179,212)
Write-down of leasehold improvements                        --          (2,663)             --          (2,663)
Write-down of notes receivable, related parties             --         (70,000)             --         (70,000)
Write-down of other assets                                  --      (2,799,999)             --      (2,799,999)
                                                   ---------------------------------------------------------------
                                                       777,768      (2,894,698)         (4,400)     (2,271,221)
                                                   ---------------------------------------------------------------
Gain (Loss) Before Non-Controlling Interest             27,846      (3,641,322)       (693,717)     (8,491,066)

Non-controlling interest                                71,999         (43,593)           (504)             --
------------------------------------------------------------------------------------------------------------------

Net Loss                                          $    (44,153)   $ (3,591,729)   $   (693,213)   $ (8,491,066)

==================================================================================================================

Basic Weighted Average Number of Common
  Shares Outstanding                              $ 28,934,976      26,539,039      24,886,098      23,019,628

Basic Loss Per Common Share                       $    (0.0015)   $    (0.1353)   $    (0.0278)   $    (0.3689)
------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     -10-
<PAGE>

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

Statement of Cash Flows
For the Year Ended
November 30, 2003

<TABLE>
<CAPTION>
                                                                                           From inception
                                                                                          (Dec. 24, 1997)
                                                                                                      To
                                                       2003           2002           2001  Nov. 30, 2003
<S>                                               <C>          <C>            <C>            <C>
Funds Provided (Used)

  Operating Activities

     Net Loss                                     $ (44,153)   $(3,591,729)   $  (693,213)   $(8,491,066)
        Amortization                                  1 042         26,519         32,481        110,437
        Non-controlling interest                     71 999        (49,593)          (504)            --
        (Gain) loss on disposition of              (746,808)         9,547             --       (571,318)
          subsidiary

        Sale of investment in subsidiary for             --         10,800             --         10,800
          services
        Issue of capital stock for notes &          486,539        199,738         30,000      2,230,492
          services
        Issue of subsidiary capital stock for            --         69,875             --         69,875
          services
        Issue of note for other development              --             --        624,395        817,226
          costs (subsequently converted to
          warrants)
        Settlement of subscription receivable            --        256,250             --        256,250
          in exchange for marketing services
       Accrued interest income                      (30,960)            --        (10,180)       (43,391)
       Accrued interest expense                          --         12,489         14,580         29,574
       Interest expense settled with issuance            --             --             --         27,770
          of note (subsequently converted to
          warrants)
       Write-down of leasehold improvements              --          2,663             --          2,663
       Write-down of notes receivable, related           --         70,000             --         70,000
          parties
       Write-down of other assets                        --      2,799,999             --      2,799,999
                                                  --------------------------------------------------------
                                                   (262,341)      (183,442)        (2,441)    (2,680,689)

       (Increase) decrease in accounts              160,000         90,880        (42,158)            --
          receivables and prepaids
       Increase (decrease) in accounts payable       11,085        138,563         14,467        186,700
          and accrued liabilities
                                                  --------------------------------------------------------

                                                    (91,256)        46,001        (30,132)    (2,493,989)
</TABLE>


                                     -11-
<PAGE>

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

Statement of Cash Flows
For the Year Ended
November 30, 2003

<TABLE>
<CAPTION>
                                                                                From inception
                                                                            (Dec. 24, 1997) to
                                       2003         2002              2001       Nov. 30, 2003
<S>                                <C>           <C>           <C>                 <C>
Financing Activities

     Bank Indebtedness             $     78      $  2,861      $     1,427         $        --
     Notes Payable                      138       (53,709)              --           1,368,383
     Issue of capital stock          92,352        13,960           16,500           1,048,388
     Contribution to paid in             --            --               --           1,165,000
       capital
                                   --------------------------------------------------------------
                                     92,568       (36,888)          17,927           3,581,771

Investing activities

     Additions to fixed assets     $     --      $     --      $    (1,935)        $  (128,715)
     Deposits on future                  --            --               --          (1,000,000)
       acquisition
     Issue of stock for                  --            --               --              40,628
       subsidiary cash balance
     Repayment of subsidiary             --            --               --              34,233
       related party note
       receivable
     Collection of subsidiary            --            --               --              83,331
       share subscription
       receivable
     Note receivable                 (1,040)       (9,113)              --            (116,987)
                                   --------------------------------------------------------------

                                     (1,040)       (9,113)          (1,935)         (1,087,510)
                                   --------------------------------------------------------------

Increase (decrease) in cash             272            --          (14,140)                272

     Cash and cash equivalents           --            --           14,140                  --
      Beginning of period
                                   --------------------------------------------------------------

      End of period                $    272      $     --      $        --         $       272
                                   ==============================================================
</TABLE>


                                     -12-
<PAGE>

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

      Notes to Financial Statements
      From Inception (December 24, 1997)
      to November 30, 2003

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 ten African
      and one Caribbean countries. Likelihood of issuance is probable (high)
      due to the positive test results attained in clinical studies.

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

      The financial statements are expressed in U.S. funds.

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, 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 judgement as to the outcome of
      future conditions and circumstances.

      Changes in the status of certain facts or circumstances could result in
      material changes to the estimates used in the preparation of financial
      statements and actual results could differ from the estimates and
      assumptions. Every effort is made to ensure the integrity of such
      estimates.

      Fair Value of Financial Instruments

      The carrying amounts of cash, accounts receivable, notes receivable, bank
      indebtedness, accounts payable and accrued liabilities and notes payable
      approximate their fair values because of the short-term nature of these
      instruments.

      A reasonable estimate of fair value could not be made for the notes
      receivable as there is no comparable market data.


                                     -13-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

      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.

      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. Bank indebtedness represents outstanding cheques.
      Highly liquid investments are valued at quoted market prices.

      Amortization

      On the straight-line method -

         Furniture and fixtures                              10 years
         Equipment                                            3 years
         Leasehold improvements                               5 years

      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 amortization, are removed from the appropriate asset and
      amortization accounts, and the resulting gain or loss is included in
      operations.

      Revenue Recognition

      The Company recognizes revenue from software consultation as services are
      provided and licensing/distributor fees evenly over the life of the
      licensing agreement. The Company's revenue recognition practices are in
      conformity with the guidelines of SAB101.

      Stock-Based Compensation

      The company, as permitted under SFAS 123 "accounting for stock-based
      compensation" applies Accounting Principles Board of Opinion ("APB") No.
      25, "Accounting for Stock Issued to Employees" to account for employee
      stock options. As a result, compensation costs for the stock options is
      measured as the excess, if any, of the quoted market price of the
      Company' stock at the date of the grant over the amount the holder must
      pay to acquire the stock. SFAS 123 requires certain fair value and pro
      forma disclosures to reflect the impact as if a fair value-based method
      was used to account for these stock options.


                                     -14-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

      Had the Company applied the fair value based method, the reported net
      loss per common share would have been as follows:

<TABLE>
<CAPTION>
                                                                            Inception
                             Year ended     Year ended       Year ended     (Dec. 24, 1997) to
                           Nov. 30, 2003   Nov. 30, 2002    Nov. 30, 2001   Nov. 30, 2003
<S>                         <C>            <C>               <C>             <C>
Net loss - as               $ (44,153)     $ (3,591,729)     $ (693,213)     $ (8,491,066)
   reported
Stock option expense as            --                --              --                --
   reported
Pro Forma stock option             --           (38,808)       (215,392)               --
   expense
Net loss - Pro forma        $ (44,153)     $ (3,630,537)     $ (908,605)     $ (8,491,066)
Basic loss per common       $ (0.0015)     $    (0.1353)     $  (0.0278)     $    (0.3689)
   share  as reported
Basic loss per common       $ (0.0015)     $    (0.1368)     $  (0.0365)     $    (0.3689)
   share  pro forma
</TABLE>

      The fair value of stock options used to compute pro forma net loss and
      net loss per common shares is the estimated fair value at grant data
      using the Black-Scholes option-pricing model with the following weighted
      average assumptions for each of the three years ended November 30, 2003:

Weighted-average assumptions            2003           2002            2001

--------------------------------------------------------------------------------
Expected dividend yield                 0.00%          0.00%           0.00%
Expected volatility                       --         128.00%         109.00%
Risk free interest rate                  N/A           3.03%           4.77%
Expected option life in months            --             20              32


                                     -15-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

      The weighted average fair values of stock options, calculated using the
      Black Scholes option-pricing model, granted during the three years ended
      November 30, 2003 were:

                                       2003             2002             2001
--------------------------------------------------------------------------------
Stock options issued with:

1.Exercise price less than               --               --               --
market price

2. Exercise price exceeds                --             0.03             0.28
market price

      The Black-Scholes option-pricing model was developed for use in
      estimating the fair value of traded options that have no vesting
      restrictions and are fully transferable. In addition, option-pricing
      models require the input of highly subjective assumptions including the
      expected price volatility. The Company uses expected volatility rates
      which are based on historical volatility rates. Changes in the subjective
      input assumptions can materially affect the fair value estimate, and
      therefore the existing models do not necessarily provide a reliable
      single measure of the fair value of the Company's stock options.

      Foreign Currency Translation

      Foreign currency accounts in have been translated into U.S. dollars as
      follows:

            Monetary items - at exchange rates in effect at the balance sheet
            date;

            Non-monetary items - at exchange rates in effect on the dates of
            the transactions;

            Revenue and expenses - at average exchange rate prevailing during
            the year.

            Gains and losses arising from foreign currency translation are
            included in income.


                                     -16-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

      Loss Per Share

      Loss per common share is calculated for basic loss per share based on the
      weighted average number of common shares outstanding during the period.
      The diluted net earnings per share are calculated based on the weighted
      average number of common shares outstanding during the year, plus the
      effects of dilutive common share equivalents such as options and
      warrants. Fully diluted loss per share is not presented because the
      Company reported a loss and the inclusion of the options and warrants
      would be anti-dilutive.

      Recent Accounting Pronouncements

      In June 2001, the Financial Accounting Standards board (FASB) issued
      Statement of Financial Accounting Standards Board (SFAS) No. 143,
      "Accounting Asset Retirement Obligations" ("SFAS 143")SFAS . SFAS 143
      addresses financial accounting and reporting for obligations associated
      with the retirement of tangible long-lived assets and the associated
      asset retirement costs. SFAS 143 applies to legal obligations associated
      with the retirement of long0lived assets that result from the
      acquisition, construction, development and normal use of the asset. SFAS
      143 requires that the fair value of a liability for an asset retirement
      obligation be recognized in the period in which it is incurred if a
      reasonable estimate of fair value can be made. SFAS 143 is effective for
      fiscal years beginning after June 15, 2002. We believe that SFAS will not
      have a material effect on the consolidated financial statements.

      In August 2001, the FASB issued Statement No. 144 "Accounting for the
      Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). While SFAS 144
      superceded FASB Statement no,. 121, "Accounting for the Impairment of
      Long-Lived Assets and for Long-Lived Assets to be Disposed of", it
      retains many of the fundamental provisions of that statement SFAS 144 is
      effective for fiscal years beginning after December 15, 2001 and interim
      periods within those fiscal years. We believe that adoption of SFAS 144
      will not have a material effect on the consolidated financial statements.

      In April 2002, the FASB issued Statement no. 145, "Rescission of FASB
      Statement No. 4,44 and 64, Amendment of FASB Statement No. 13, and
      Technical Corrections" ("SFAS 4") and amends other existing authoritative
      pronouncements. As a result of SFAS 145, gains and losses from
      extinguishment of debt should be classified as extraordinary items only
      if they meet the criteria in Accounting Principles Board Opinion No. 30.
      "Reporting the Results of Operations - Reporting the Effect of Disposal
      of a segment of a Business, and Extraordinary, Unusual and Infrequently
      Occurring Events and Transactions" ("APB 30"). Applying the provision of
      APB 30 will distinguish transactions that are part of an entity's
      recurring operations from those that are unusual or infrequent or that
      meet the criteria for classification as an extraordinary item. SFAS 145
      is effective for fiscal years beginning after May 15, 2002. We believe
      that the adoption of SFAS 145 will not have a material effect on the
      consolidated financial statements.

      In June 2002, the FASB issued Statement no. 146, "Accounting for costs
      Associated with Exit or Disposal Activities" ("SFAS 146"). SFAS 146
      replaces EITF Issued No. 94-3. "Liability Recognition for Certain
      Employee Termination Benefits and Other Costs to Exit an Activity
      (including Certain Costs


                                     -17-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

      Incurred in a restructuring)". SFAS 146 requires companies to recognize
      costs associated with exit or disposal activities when they are incurred
      rather than at the date of a commitment to an exit or disposal plan. SFAS
      146 is to be applied prospectively to exit or disposal activities
      initiated after December 31, 2002. We believe that the adoption of SFAS
      146 will not have a material effect on the consolidated financial
      statements.

      In November 2002, the FASB issued FASB Interpretation No. ("FIN") 45,
      Guarantor's Accounting and Disclosure Requirements for Guarantees,
      Including Indirect Guarantees of Indebtedness of Others. This
      interpretation requires companies to recognize an initial liability for
      the fair value of an obligation assumed when issuing a guarantee. The
      provision for initial recognition and measurement of the liability will
      be applied on a prospective basis to guarantee issued or modified after
      December 31, 2002. The adoption of FIN 45 is not expected to materially
      affect the consolidated financial statements.

      In December 2002, the FASB issued statement No. 148, "Accounting for
      Stock-Based Compensation, Transition and Disclosure" ("SFAS 148") which
      is effective for years ending after December 15, 2002. SFAS 148 provides
      alternative methods of transitioning to the fair value method of
      accounting for stock based employees compensation. SFAS 148 also amends
      previously issued disclosure requirements by requiring disclosure in the
      summary of significant accounting policies of the effect of the entity's
      accounting policy with respect to stock based employees compensation on
      reported net income and earnings per share in annual and interim
      financial statements, the Company has chosen to comply with the
      disclosure requirements for the periods presented, in note 2 - Stock
      based Compensation. The adoption of SFAS 148 has no effect on the
      consolidated financial statements.

3.    Going Concern

      The accompanying financial statements have been prepared assuming the
      Company will continue as a going concern. The Company also reported net
      losses of $44,153 , $3,591,729 and $693,213 for the years ended November
      30, 2003, 2002 and 2001 respectively, as well as reporting net losses of
      $8,491,066 from inception (December 24, 1997) to November 30, 2003. As
      reported on the statement of cash flows, the Company has negative cash
      flow from operating activities of $ (91,256) for the year ended November
      30, 2003, and incurred positive and negative cash flows from operating
      activities of $46,001 and ($30,132) for the years ended November 30, 2002
      and 2001 respectively, and has reported deficient cash flows from
      operating activities of $ 2,493,989 from inception (December 24, 1997).
      Additional capital and/or borrowings will be necessary in order for the
      Company to continue in existence until attaining and sustaining
      profitable operations. Management has continued to develop a strategic
      plan to develop a management team, maintain reporting compliance and
      establish long-term relationships with other major organizations to
      develop and distribute the product. Management anticipates generating
      revenue through the sales of Malarex during the next fiscal year. The
      major shareholders of the Company have indicated 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.


                                     -18-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

4.    Accounts Receivable

      The accounts receivable at November 30, 2003 is 0 (2002 - approximately
      $52,000 is receivable in Canadian currency - Cdn $81,000).

5.    Fixed Assets

                                 Cost     Accumulated              2003
                                         Amortization      Net Carrying
                                                                 Amount

Furniture & fixtures         $ 15,900        $ 11,732          $  4,168
Equipment                          --              --                --
Leasehold improvements             --              --                --
                             --------        --------          --------
                             $ 15,900        $ 11,732          $  4,168
                             ========        ========           =======

                                 Cost     Accumulated              2002
                                         Amortization      Net Carrying
                                                                 Amount

Furniture & fixtures         $ 15,900        $ 10,690          $  5,210
Equipment                      72,220          37,551            34,669
Leasehold improvements             --              --                --
                             --------        --------          --------
                             $ 88,120        $ 48,241          $ 39,879
                             ========        ========          ========

6.    Other Assets

      Other assets comprise the Company's 68% interest in land, plant and
      equipment located in Brazil to be used for the growing of plants and the
      processing of raw materials for the production of Malarex(TM). This
      interest had not been legally registered. The plant and equipment are
      currently used by the 32% owner, on a rent free basis, for their
      production. The Company purchased these assets on October 7, 2001 in
      exchange for a $500,000 deposit and 7,000,000 shares of the Company and
      1,000,000 shares of the subsidiary company, Sword Comp-Soft Corp. These
      assets were to have been transferred to a newly formed corporation to be
      owned 68% by the Company by October 7, 2002. As this never occurred and
      due to the inability to legally register ownership in the facility, the
      Company has written down the assets to $1.

7.    Accounts Payable and Accrued Liabilities

      Included in accounts payable is approximately $166,000 (2002 - $166,000)
      payable in Canadian currency - $224,000 CDN (2002 - Cdn$260,000).

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


                                     -19-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

8.    Acquisition of Sword Comp-Soft. Corp.

      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, representing 76.5%
      of the outstanding common shares of Sword Comp-Soft, Corp., a Delaware
      corporation which provides on-line interactive health services through
      the internet. The warrants were exercisable at $2.00 USD and expired on
      May 29, 2003. The transaction was recorded using the purchase method as
      the registrant acquired 76.45% of Sword Comp-Soft, Corp.'s outstanding
      shares at May 29, 2000.

      The following assets were acquired through this transaction
      -------------------------------------------------------------------------
      Note receivable - 3rd party                                       $33,600
      Note receivable - related party                                    34,233
      Fixed assets                                                       23,221

      The following liabilities were assumed through this transaction:
      -------------------------------------------------------------------------

      Accounts payable and accrued liabilities                          $ 4,500

      In. 2001, the Company divested itself of 3,000,000 shares of Sword
      Comp-Soft Corp. as partial payment for acquisitions. In 2002, the Company
      divested itself of 2,000,000 shares in exchange for marketing services
      provided by a third party totaling $10,800.

      On March 5, 2003, the Company signed an agreement with its subsidiary
      company to divest itself of all of its common shares held in the
      subsidiary company, this being 30.7 million shares. The carrying value of
      net assets of the subsidiary company as at November 30, 2002 is
      approximately $220,000. In exchange for the 30.7 million Sword shares
      transferred back to Sword Comp-Soft Corp., the former subsidiary company
      will pay the Company $700,000 which is due no later than March 5, 2005.
      In addition, the Subsidiary will transfer all rights and ownership of the
      application Service Provider in the E-Health Sector business to the
      Company. As of February 29, 2004, Sword owed Millenia approximately
      $516,000.


                                     -20-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

9.    Contingent Liability and Commitments

      Contingent Liability

      Legal proceedings have been instituted against the company by a third
      party claiming $158,000 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 having a market value of
      $158,000 as at the date of the alleged rendering of services. It is
      management's opinion that these services were never rendered and
      accordingly, no provision for this claim has been made in the accounts.

10.   Related Party Transactions

      In 2001, the Company purchased the exclusive rights to the oxygenation of
      intravenous solutions from a company which is a minority shareholder of
      the Company and has a common officer and director with that of the
      Company 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
      Company.

      These transactions were at the exchange amount, which is the amount
      agreed to an established by the related parties.

11.   Income Taxes

      The Company did not provide any current or future United States federal,
      state or foreign income tax provision or benefit for the periods
      presented because it has experienced operating losses since inception.

      The Company has provided a full valuation allowance on the deferred tax
      asset, consisting primarily of net operating loss carryforwards, because
      of uncertainty regarding its realizability.

      As at November 30, 2003, there were approximately $5,728,000 of tax
      losses that may be applied against earnings of future years, no later
      than as follows:

                         2013              $1,493,000
                         2014               2,022,000
                         2015                 715,000
                         2016                 694,000
                         2017                 760,000
                         2018                  44,000

                                     -21-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

12.   Shareholders' Equity

      Subscriptions Receivable

      In 2001, the Company issued 1,325,000 common shares in exchange for
      subscriptions receivable totalling $293,750. During 2002, the Company
      received marketing services in exchange for payment of $265,250 of the
      subscription receivable. The remaining balance of $37,500 has been
      charged against the note payable, minority shareholder, due to a private
      transaction between two minority shareholders.

      Common Stock

      In December 1997, the Company issued 4,000,000 shares of common stock at
      a price of $0.00505 pursuant to an private placement offering exempt from
      registration requirements under section 4(2) of the Securities Act of
      1933, as amended, and Rule 504 of Regulation D.

      In February 1998, the Company, in accordance with it private placement
      offering exempt from registration requirements under section 4(2) of the
      Securities Act of 1933, as amended, and Rule 504 of Regulation D issued
      6,100,000 units (each unit consisting of one (1) share of common stock an
      (1) warrant) at a price of $0.07 per unit. Each warrant entitles the
      registered holder thereof to purchase at any time from the date of the
      offering until the close of business February 11, 2003, one share of
      common stock at a price of $0.09.

      In March 1999, the Company issued 1,111,220 shares of common stock in
      settlement of marketing agreements established with organizations for
      their services which included the marketing of the Company and its
      product Malarex. The total marketing cost was $1,514,215. The Company's
      share value on that date was trading on the OTC Bulletin Board at
      $1.3627.

      On January 17, 2000, the Company issued 563,000 shares of common stock at
      a price $0.09 per share to individuals who exercised their warrants
      issued in February 1998.

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

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

      On May 31, 2000, the Company issued 4,398,944 shares of common stock at a
      price of $0.09 per share to individuals who exercised their warrants
      issued in February 1998.


                                     -22-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

      On July 10, 2000, the Company issued 353,351 shares of common stock at a
      price of $0.09 per share to individuals who exercised their warrants
      issued in February 1998.

      In January 2001, the Company, in accordance with its private placement
      offering exempt from registration requirement under 4(2) of the
      securities Act of 1933, as amended, and Rule 504 of Regulation D issued
      66,000 units at a price of $0.25 per unit.

      In March 2001, the Company issued 150,000 shares of common stock in
      exchange for a subscription receivable of $37,500.

      On March 14, 2001, the Company issued 30,000 shares of common stock in
      settlement of marketing services totalling $7,500. The Company's share
      value at that date was trading on the OTC Bulletin Board at $0.40 per
      share.

      On March 23, 2001, the Company issued 25,000 shares of common stock in
      settlement of marketing services totalling $6,250. The Company's share
      value at that date was trading on the OTC Bulletin Board at $0.45 per
      share.

      On April 5, 2001, the Company issued 750,000 common shares in exchange
      for a subscription receivable of $187,500.

      On May 3, 2001, the Company issued 20,000 shares of common stock in
      settlement of marketing services totalling $5,000. The Company's share
      value at that date was trading on the OTC Bulletin Board at $0.50 per
      share.

      On May 24, 2001, the Company issued 50,000 shares of common stock in
      exchange for a subscription receivable totalling $12,500.

      On May 29, 2001, the Company issued 6,000,000 common shares as partial
      payment for the exclusive rights to the oxygenation of all liquid and
      gases registered under patent protection. The transaction was with a
      company with common chief operating officer and director with the
      Company.

      On September 11, 2001, the Company issued 75,000 shares of common stock
      in settlement of marketing services totaling $11,250. The Company's share
      value at that date was trading on the OTC Bulletin Board at $0.25 per
      share.

      In October 2001, the Company issued 7,000,000 common shares in partial
      settlement of land, building and equipment purchased from third parties
      (see note 6).

      On November 8, 2001, the Company issued 375,000 common shares in exchange
      for a subscription receivable of $56,250.


                                     -23-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

      On December 21, 2001, the Company issued 25,000 common shares in
      settlement of a note of $3,125.

      The Company's share value at that date was trading on the OTC Bulletin
      Board at $0.26 per share.

      On January 10, 2002, the Company issued 250,000 common shares, 100,000
      shares in settlement of marketing costs of $12,500 and 150,000 shares for
      settlement of a note of $18,750. The Company's share value at that date
      was trading on the OTC Bulletin Board at $0.19 per share.

      On January 17, 2002, the Company issued 68,750 common shares in
      settlement of marketing costs of $8,594. the Company's share value at
      that date was trading on the OTC Bulletin Board at $0.19 per share.

      On January 24, 2002, the Company issued 145,000 common shares, 125,000
      shares in settlement of general expenses of $15,625 and 20,000 shares at
      a price of $0.125 pr share. The Company's share value at that date was
      trading on the OTC Bulletin Board at $0.19 per share.

      On February 21, 2002, the Company issued 250,000 common shares, 150,000
      in settlement of marketing costs of $148,750 and 100,000 shares for
      settlement of a note of $12,500. The Company's share value at that date
      was trading on the OTC Bulletin Board at $0.23 per share.

      On April 11, 2002, the Company issued 372,000 common shares in settlement
      of marketing and other costs of $44,712. The Company's share value at
      that date was treading on the OTC Bulletin Board at $0.17 per share.

      On April 25, 2002, the Company Issued 270,000 common shares in settlement
      of marketing costs of $32,400. The Company's share value at that date was
      trading on the OTC Bulletin Board at $0.13 per share.

      On May 3, 2002, the Company issued 13,650 common shares in settlement of
      general and administrative expenses of $1,638. the Company's share value
      at that date was trading on the OTC Bulletin Board at $0.16 per share.

      On May 14, 2002, the Company issued 32,000 common shares in settlement of
      general and administrative expenses of $4,480. The Company's share value
      at that date was trading on the OTC Bulletin Board at $0.12 per share.

      On June 5, 2002, the Company issued 242,780 common shares, 200,000 shares
      in settlement of marketing costs of $28,000 and 42,780 shares in
      settlement of a note of $5,989. The Company's share value at that date
      was trading on the OTC Bulletin Board at $0.15 per share.

      On June 21, 2002, he Company issued 100,000 common shares in settlement
      of rental of office equipment of $14,000. The Company's share value at
      that date was trading on the OTC Bulletin Board at $0.13 per share.


                                     -24-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

      On August 16, 2002, the Company issued 25,000 common shares in settlement
      of general and administrative expenses of $2,500. The Company's share
      value at that date was trading on the OTC Bulletin Board at $0.10 per
      share.

      On October 14, 2002, the Company issued 2,000,000 common shares in
      exchange for future marketing Services of $160,000. The Company's share
      value was trading on the OTC Bulletin Board at $0.18 per share.

      On October 14, 2002, the Company issued 269,000 common shares, 105,000
      shares in settlement of general and administrative expenses of $14,700
      and 164,000 shares at a price of $0.14 per share. The Company's share
      value at that date was trading on the OTC Bulletin Board at $0.18 per
      share.

      On November 14, 2002, the Company issued 13,400 common shares in
      settlement of marketing costs of $1,340. The Company's share value at
      that date as trading on the OTC Bulletin Board at $0.18 per share.

      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
      $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.


                                     -25-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

      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.

      Warrants and Options

      On January 29, 1999, the Company granted a total of 360,000 options to
      the President and Chief Executive Officer. The options vest in increments
      of 33% per year beginning one year from the date options were granted.
      The options are exercisable at $1.50 per share and expire on November 30,
      2003. The total dollar value of the options at the date of grant
      calculated using Black-Scholes model was $406,800.

      On January 29, 1999, the Company granted 100,000 options to certain
      directors. The options vest after one year are exercisable at $1.50 per
      share and expire on November 30, 2003. The fair value of the options at
      that date of grant calculated using the Black-Scholes method was $98,000.

      On August 30, 1999 the Company granted 100,000 options to the Chairman of
      the board. The options vest after one year, are exercisable at $0.30 per
      share and expire on November 30, 2003. The fair value of the options at
      the date of grant calculated using the Black-Scholes method was $20,000.

      On February 22, 2000, the Company granted 50,000 options to the Vice
      Chairman of the Board. The options vest after one year, are exercisable
      at $1.50 per share and expire on November 30, 2003. The fair value of the
      options at the date of grant calculated using the Black-Scholes method
      was $28,500.

      On April 19, 2000 the Company granted 100,000 options to the Chairman of
      the Board. The options vest after one year, are exercisable at $1.50 per
      share and expire on November 30, 2003. The fair value of the options at
      the date of grant calculated using the Black-Scholes method was $68,000.

      On January 29, 2001, the Company granted 200,000 options to certain
      directors. The options vest after one year, are exercisable at $1.50 per
      share and expire November 30, 2003. The fair value of the options at the
      date of the grant calculated using Black-Scholes method was $56,000.

      On January 29, 2002, the Company granted 250,000 options to certain
      directors. The options vest after one year, are exercisable at $1.500 per
      share and expire November 30, 2003. The fair value of the options at the
      date of the grant calculated using the Black) Scholes method was $7,500.


                                     -26-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

      The following are the disclosure requirements of SFAS 123:

<TABLE>
<CAPTION>
                                                                      Year ended       Year ended        Year ended
                                                                     Nov. 30, 2003    Nov. 30, 2002     Nov. 30, 2001
                                                                     -------------    -------------     -------------
<S>                                                                      <C>          <C>               <C>
      Paragraph 47 (a)
      1. Beginning of year - outstanding
             i.  number of options                                       160,000          910,000           710,000
             ii. weighted average exercise price                            1.48             1.47              1.46
      2. End of year - outstanding
             i.  number of options                                            --          160,000           910,000
             ii. weighted average exercise price                              --             1.48              1.47
      3. End of year - exercisable
             i.  number of options                                            --          910,000           590,000
             ii. weighted average exercise price                              --             1.47              1.45
      4. During the year - granted
             i.  number of options                                            --          250,000           200,000
             ii. weighted average exercise price                              --             1.50              1.50
      5. During the year - exercised
             i.  number of options                                            --               --                --
             ii. weighted average exercise price                              --               --                --
      6. During the year - forfeited
             i.  number of options                                            --               --                --
             ii. weighted average exercise price                              --               --                --
      7. During the year - expired
             i.  number of options                                            --               --                --
             ii. weighted average exercise price                              --               --                --

      Paragraph 47 (c) - Equity instruments other than options              none             none              none

      Paragraph 47 (f) - The terms of significant
      modifications of outstanding awards                                   none             none              none

      Paragraph 48 Options outstanding at the date of the
      latest statement of financial position presented:
      1. (a) Range of exercise prices                                         --      $0.30-$1.50       $0.30-$1.50
         (b) Weighted-average exercise price                                  --             1.48              1.46
      2. Weighted-average remaining contractual life (in months)              --            12.70             23.60
</TABLE>


                                     -27-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

13.   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. (Note 8)

      The company issued Common stock in settlement of marketing agreements and
      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
      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
      December 11, 2002             200,000              14,000
      July 11, 2003                  40,000               2,000
      August 15, 2003               500,000              25,000
      October 17, 2003            1,628,700              80,539
      October 31, 2003            7,300,000             365,000


                                     -28-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

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 6) 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.

On 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 2,00,000 common shares in exchange for
future marketing services totaling $160,000.

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.

      14. Segmented Disclosure

The Company's reportable segments are strategic business units which offer
different products and services in the health industry. Each segment is managed
separately as its is subject to different business objectives and marketing
strategies.

The operation of the Company was comprised of two reportable segments: the
product refinement and commercial production of Malarex, a drug for treatment
and prevention of malaria, and the development and implementation of an
Application Service Provider in the E-Health sector.

The Company's revenues to 2002 in the E-Health sector were from software
consultation and internet hosting, both being incidental to the operations of
the segment.


                                     -29-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

The following information is provided with respect to the Company's Operating
Segments:

<TABLE>
<CAPTION>
                                  2003                      2002                                      2001
                                                        Application                               Application
                                                          Service                                   Service
                                                          Provider                                  Provider
                                 Malarex     Malarex      e-Health        Total        Malarex      E-Health        Total
<S>                              <C>       <C>           <C>           <C>           <C>           <C>           <C>
Sales

Canada                             2,500   $    30,000   $   332,599   $   362,599   $    30,000   $   267,625   $   297,625
USA                                   --            --            --            --        81,000            --        81,000

Cost of sales                         --            --       165,799       165,799            --       205,410            --
Marketing expense                231,098       391,256        52,117       443,383        57,951            --        57,951
Development costs                  6,727        59,606            --        59,606       585,056            --       585,056
Interest revenue                 (30,360)           --            --            --            --       (10,180)       10,180
Interest expense                      --            --        12,489        12,489            --        14,580        14,580
Amortization of segment            1,042        13,323        13,196        36,519        13,648        18,835        32,481
fixed assets
Write-down of leasehold               --         2,663            --         2,663            --            --            --
improvements
Write down of notes                   --            --        70,000        70,000            --            --            --
receivable, related parties
Write-down of other assets            --     2,799,999            --     2,799,999            --            --            --
Bad debt                              --        81,000        98,377       179,377            --            --            --

Reconciliation of segment
loss

Segment income (loss)           (205,407)   (3,317,857)      (79,379)   (3,397,236)     (545,655)       38,982      (506,673)
</TABLE>


                                     -30-
<PAGE>

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

Notes to Financial Statements
From Inception (December 24, 1997)
to November 30, 2003

<TABLE>
<CAPTION>
                                   2003                 2002                                 2001
                                ---------   -------------------------------    -----------------------------------
                                                                Application                            Application
                                                                  Service                               Service
                                                                 Provider                               Provider
                                   Total    Malarex  e-Health      Total        Malarex    E-Health       Total
                                ---------   -------  --------   -----------    ---------   ---------   -----------
<S>                             <C>         <C>      <C>        <C>            <C>         <C>         <C>
Unallocated amounts
  Administrative salaries         360,000        --        --            --           --          --            --
  General and                     102,105        --        --       172,094           --          --       105,154
  administrative expense
  Rent                             51,450        --        --        62,445           --          --        81,890
  (Gain) Loss on sale of         (746,808)       --        --         9,547           --          --            --
    subsidiary
                                ---------    ------   -------   -----------    ---------   ---------   -----------

  Gain (Loss) before            $  27,846        --        --   $(3,641,332)          --          --   $  (693,717)
    non-controlling Interest
                                ---------    ------   -------   -----------    ---------   ---------   -----------

Assets

  Additions to segment                           --        --            --          --        1,935         1,935
  other assets
  Additions to segment                           --        --            --    2,800,000          --     2,800,000
  fixed assets
  Segmented assets                638,252    35,734   313,551       349,285    2,802,455     367,777     3,170,230
                                ---------    ------   -------   -----------    ---------   ---------   -----------
</TABLE>

Other assets and fixed assets are all allocated in Brazil and Canada
respectively.

15. Comparative Figures

The financial statements for 2002 and 2001, presented for comparative purposes
only, were examined and reported on by another accountant. The 2002 and 2001
figures were consolidated with those of its former subsidiary.


                                     -31-