`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, 2007

|_|  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)

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

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

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

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

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

Yes |X| NO |_|

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

State issuer's revenues for its most recent fiscal year: $1,323,003

As of February 29,2008, 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 $1,295,348. At February 29, 2008,
260,010,250 shares of issuer's common stock were outstanding.`




`MILLENIA HOPE INC.

FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
SECTION

PART 1

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

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder
        Matters                                                                7
Item 6. Management's Discussion and Analysis of Financial Condition and
        Results of Operation                                                  11
Item 7. Financial Statements and Supplementary Data                           17
Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure                                                  17
Item 8a Controls and Procedures                                               17

PART III

Item 9 Directors and Executive Officers of the Registrant                     18
Item 10 Executive Compensation                                                21
Item 11 Security Ownership of Certain Beneficial Owners and Management        22
Item 12 Certain Relationships and Related Transactions                        22

PART IV

Item 13 Exhibits, Financial Statement Schedules and Reports on Form 8-K       22
Item 14. Principal Accountant Fees and Services                               23`




`PART I.

Item 1. Description of Business.

(a)  Business Development

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

(b)  Business of Issuer

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

Millenia's goal as a biopharmaceutical corporation is to both purchase and
develop patented drugs dealing with infectious diseases specifically, but not
exclusively, anti-malarial agents. To date, the Company has had only
insignificant sales. Further, internally generated funds may not be sufficient
to fund the operation of the Company for the upcoming fiscal year. Officers and
Directors will, on a best efforts basis, make all attempts to raise the required
working capital from external markets.

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

MALARIA, THE DISEASE

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

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

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

Four species of malaria parasites cause disease in humans:

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

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

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

                                        1`




`Hope is working to combat, accounting for approximately 55-60% or 275-300
million of the known cases of malaria and approximately 850,000 - 1,500,000
deaths.

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

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

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

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

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

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

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

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

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

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

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

As per a study done by the Center for Disease Control (CDC) in Atlanta, Georgia,
(2001), there is up to 70% resistance (recent studies show upwards of 75%
resistance) to three most commonly used anti-malarials in West Africa,
Chloroquine, Sulfadoxone and Mefloquine. It is imperative to develop new
anti-malarial drugs to fight the problem of parasitic resistance to the drugs
currently being used. As of 2004 the WHO issued an edict to its constituent
agencies to stop funding chloroquine, sulfodoxone and mefloquine, due to their
ineffectiveness based on their parasitic resistance problem.

PRODUCT HISTORY

MALAREX/MMH(TM)18

The refining process of MALAREX/MMH(TM)18, using the species called Peschiera
found in Brazil, was successfully implemented by the research team of Rossi and

                                       2`




`Motta in 1997. Thereafter, Millenia bought all rights to MALAREX/MMH(TM)18 from
the co-owners of the patent applications, Mr. Rossi and Mr. Motta on January 7,
1998. As of February 21, 2008, Millenia has been given the authorization to sell
MALAREX/MMH(TM)18 in 18 West African countries, Guinea (Conakry), and Congo
(Brazzaville), Togo, Burundi, Central African Republic, Benin, Gabon, Chad,
Niger, Mali, Senegal, Democratic Republic of Congo, Guinea (Equatorial),
Cameroon, Ghana, Sierra Leone, Mauritana and Burkino Faso as well as the
Caribbean nation of the Dominican Republic.

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

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

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

MARKET SIZE

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

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

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

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

DISTRIBUTION AND PRICING

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

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

PATENTS AND INTELLECTUAL PROPERTY (IP)

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

                                       3`




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

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

TEST RESULTS

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

Efficacy, Non-Toxicity Studies

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

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

Clinica Ospedada diAnchilo, Napula, Mozambique

         - IC 50 level reached at very low doses of Voacamine

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

         - Substantial decrease in parasite replication and growth.

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

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

Clinical Trials

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

         - 1998 - 74 patients suffering from Falciparum Malaria

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

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

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

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

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

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

         - reduction from their previous levels.

         - Side effects, 2 cases of nausea.

                  Follow-up trials (equivalent to phase IIb)

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

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

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

         - November 2001, 30 patients suffering from acute Falciparum Malaria

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

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

                                       4`




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

         - November 2003, 102 patients suffering Falciparum Malaria

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

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

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

         - February 2004, 31 patients suffering Falciparum Malaria

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

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

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

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

GOVERNMENT REGULATIONS

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

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

PRODUCT LIABILITY

Any drug or pharmaceutical product poses, by its nature, some level of risk.
Since drugs are widely disseminated among populations, all precautions must be
taken to ensure that the potential risk of any drug is kept to the barest
minimum. Since MALAREX/MMH(TM)18 is an all natural products and not chemically
produced, its potentially damaging side effects are minimized. This does not
mean that no side effects might occur, even with the most rigorous testing
standard applied, but rather that by their nature this compound is inherently
less susceptible. This being noted, as the product has been authorized for use
as an anti-malarial drug in 19 countries, and has just entered the
commercialization phase, the Company is negotiating with several liability
insurance carriers to obtain the appropriate liability and product insurance
commensurate with the statistical risk factors.

Acquisitions

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

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

                                       5`




`commercialization of several projects, with leading multi-national corporations,
in the cosmetic, pharmaceutical and nutraceutical industries.

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

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

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

Employees

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

Mr. Leonard Stella - Chief Executive Officer - Director.

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

Dr. Bahige Baroudy - President and Chief Science Officer

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

Mr. Yehuda Kops - Chief Operating Officer - Director.

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

Mr. Hugo Valente - CFO - Director.

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

Mr. Joseph Daniele - Chief Legal Advisor - Director.

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

Dr. Soriba Cisse - VP research and Development

Responsible for evaluation and coordination of scientific data and trials, on
site in Africa for the aforementioned. Work done under Dr. Baroudy.

Mr. Jeffrey Brooks - VP Operations

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

Mrs. Antigoni Liapis - Executive Secretary

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

                                       6`




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

Item 2. Description of Property.

The Company conducts its business from the premises of its subsidiary at 16,800
Transcanada in Kirkland, Quebec and leases executive offices at 1250 Rene
Levesque West, Suite 2200, Montreal, Quebec. The subsidiary's new lease runs
until July 2012 at an annual rate of $420,000 plus yearly escalation.

Item 3. Legal Proceedings

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

`A Canadian company has sued Millenia for $11,316 for unpaid services. The
Company denies that any services were rendered and has cross- claimed for
$50,000 for undelivered services. No provision has been set up for this claim.

3 Canadian companies have claims for unpaid services in the aggregate amount of
$129,000, of which $112,000 has already been booked by Millenia as Accounts
Payable and which the Company will settle in full with these creditors.`

`Item 4 Submission of Matters to a Vote of Security Holders

The following items were approved at the shareholder's annual meeting on
November 20, 2007.

That the authorized number of common shares be raised from 280 million to 390
million shares and preferred shares from 50 million to 80 million shares.

Resolved, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered " 4" so that, as amended, said Article
shall be and read as follows:

     " The Corporation shall be authorized to issue: Three Hundred Ninety
     Million Shares of Common Stock and Eighty Million Shares of Preferred each
     with a Par of $00.0001 per share."The preferred stock may be issued in one
     or more series, from time to time, with each such series to have such
     designations, powers preferences and relative, participating, optional or
     other special rights, and qualifications, limitations or restrictions
     thereof, as shall be stated and expressed in the resolutions providing for
     the issue of such series adopted by the Board of Directors, subject to the
     limitations prescribed by law and in accordance with the provisions hereof,
     the Board of Directors being hereby expressly vested with authority to
     adopt any such resolution or resolutions. That the Board of Directors,
     shouldn't decide its in the best interest of the company to do so, is
     authorized to reverse split the common shares in a ration of between 1:3
     and 1:7.

That the Board of Directors is authorized to reverse split, between 1:3 and 1:7,
the common shares of the Company, should it decide that this is in the best
interest of the Company.

That the following are elected directors to serve until the next annual meeting:
Leonard Stella , Yehuda Kops, Hugo Valente, Joseph Daniele and Jacky Quan.

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 Pink Sheets
under the symbol MLHP. The following table sets forth the range of quarterly,
high and low sale prices for the Company's Common Stock from the inception of
quotation during the fourth quarter of 1998 and for 1999 through 1(st) quarter
of 2008. The quotations represent inter-dealer quotations without adjustment for
retail markups, markdowns or commissions, and may not necessarily represent
actual transactions.

                                       7`




`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

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

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

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

2007
First Quarter                                 $0.14            $0.02
Second Quarter                                $0.11            $0.02
Third Quarter                                 $0.03            $0.01
Fourth Quarter                                $0.02            $0.01

2008
First Quarter                                 $0.01            $0.01


Of the 260,010,250 shares of common stock outstanding at February 29, 2008,
145,314,683 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

                                       8`




`sale is filed with the SEC. Sales under Rule 144 are also subject to certain
manner of sale provisions, notice requirements and the availability of current
public information about us. A person who has not been an affiliate for at least
the three months immediately preceding the sale and who has beneficially owned
shares of common stock for at least two years is entitled to sell such shares
under Rule 144 without regard to any of the limitations described above.

(b) Holders

As of February 29, 2008, there were over 2,000 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.

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

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

                                       9`




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

Between December 2005 and November 2006, the Company issued 23,820,300 common
shares for development costs valued at $944,321. The share value was based on
fair market value of theses shares on the date the contracts were entered into.
Of this amount $42,751 was recorded as deferred compensation and will be
amortized over the terms of the agreements.

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

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

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

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

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

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

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

On November 23, 2006, the Company issued 600,000 common shares for $9,000 cash.
 Between June 13, 2006 and November 16, 2006 the Company issued 6,994,080 common
shares, free trading per its SB-2 Registration Statement, for principal and
interest payment of its convertible note payable, in the amount of $143,205.
In December 2006 the Company issued 8,750,000 common shares for development
costs valued at $262,500. The share value was based on fair market value of
theses shares on the date the contracts were entered into.

Between December 2006 and June 2007 the company issued 1,750,000 Common shares
for administrative salaries of $ 47,225. The share value was based on fair
market value of theses shares on the date the contracts were entered into.

Between January 2007 and November 2007, the Company issued 5,440,000 common
shares for consulting services valued at $204,075. The share value was based on
fair market value of theses shares on the date the contracts were entered into.

On December 1, 2006, the Company issued 2,400,000 common shares for $31,680
cash.

On December 11, 2006, the Company issued 8,352,083 common shares for $98,013
cash.

On January 3, 2007, the Company issued 1,730,000 common shares for $25,560 cash.

On January 12, 2007, the Company issued 500,000 common shares for $14,910 cash.

On Feb. 8, 2007, the Company issued 4,587,539 common shares for $147,968 cash.

On May 1, 2007, the Company issued 9,450,911 common shares for $153,995 cash.

On June 13, 2007, the Company issued 900,000 common shares for $71,385 cash.

Warrants and Options

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

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

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

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

                                       10`




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

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

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

Description of Securities.

(a) Common or Preferred Stock
The Company is authorized to issue 390 million shares of Common Stock,$0.0001
par value, of which 260,010,250 shares were issued and outstanding as of
February 29, 2008. Each outstanding share of Common Stock is entitled to one (1)
vote, either in person or by proxy, on all matters that may be voted upon the
owners thereof at meetings of the stockholders.

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

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

The company is authorized to issue 80,000,000 preferred blank cheque shares,
$0.0001 par value. No preferred shares were issued and outstanding as of the
date hereof.

(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 "August," "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 August differ significantly from

                                       11`




`the results discussed in the forward-looking statements. You are cautioned not
to place undue reliance on any forward-looking statements.`

`Plan of Operation.`

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

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

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

In 2007 deposited the Malarex/MMH18 dossier with the Canadian government's
Health Ministry, in order to receive a PNP#, designating Malarex/MHH18 as an
accepted natural medication.

Miilenia is also pursuing its patent application (pending) to identify potent
inhibitors of a specific HIV enzyme, RNase H. There is a substantial amount of
information in the literature to indicate that inhibition of this enzyme or
certain mutations in the domain of this enzyme leads to the inhibition of HIV
replication. These observations are of the paramount importance to support our
drug development program for this enzyme target, that will lead to a successful
outcome. Successful development of a drug that targets HIV RNase H will play an
important role in the treatment of HIV/AIDS patients who have become resistant
to current therapy. The revenue of a first in class, orally bio-available drug
that targets HIV RNase H is estimated at US $350-$500 million, per year. The
current market for HIV drugs is about US$ 6 billion estimated to reach US$ 10
billion by 2010. Professor Michael A. Parniak (University of Pittsburgh School
of Medicine) presented some of our results at the 12th conference on
Retroviruses and Opportunistic Infections in Boston, Massachusetts (February
2005).

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

Based on the strength of the scientific data obtained so far, we decided to
continue our collaboration with Prof. Parniak, a long time collaborator of
Millenia Hope, and to submit, under his leadership, a grant application to the
National institute of Health, USA (NIH). To strengthen the application we
invited Prof. Eddie Arnold and Prof. Ron Levy, both from Rutgers University, to
participate in this application. In March 2007 the NIH granted Millenia Hope and
its group of researchers a 5 year, $4.5 million grant. This very large grant
validates the significance of the RNase H treatment.

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

Each pre-selected African Village will implement as Home Based Treatment (HBT)
anti-malaria program, since 80% of all deaths occur at home. HBT specifically
targets women and children, as they are the segment of the population at the

                                       12`




`greatest risk. The programs will include: education effective anti-malaria
treatments for the entire village consisting of MALAREX/MMH(TM)18, attention to
the environmental factors inherent in the spread of malaria i.e. stagnant water
etc. and the promotion of co-operation between private individuals and public
sector institutions in this initiative.

Taking the aforementioned into account, as of February 21, 2008, Millenia Hope
had received 18 sales authorizations from West African nations, Congo
(Brazzaville) and Guinea (Conakry), Togo, Burundi, Central African Republic,
Benin, Gabon, Chad, Niger, Mali, Senegal, Democratic Republic of Congo, Guinea
(Equatorial), Cameroon, Ghana, Sierra Leone, Mauritania and Burkina Faso, and
one from the Caribbean nation of the Dominican Republic. These authorizations
mean that we have the right currently, without doing any further testing or
receiving any further approval, to sell MALAREX/MMH(TM)18 to any individual,
group, company or NGO or Governmental Agency in those countries. We are also
awaiting sales authorizations from several other African nations. In fact, as of
September 2005 Millenia had 2 MALAREX/MMH(TM)18 sales, one in Guinea Conakry and
one in Mali. We are actively working with other groups and individuals to
conclude further sales of MALAREX/MMH(TM)18. The only cost to concluding future
sales is the normal day to day operating costs of our business. Millenia is
working diligently to conclude orders for MALAREX/MMH(TM)18, in at least 2 major
markets during fiscal 2008. We concluded an intensive marketing effort in Africa
led by our CEO, in Spring - Summer 2006. Helping us coordinate our effort in
this area, as well as in other strategic areas, is the firm of Henan, Blakie.
Henan Blakie's knowledge of the international markets will continue to give
Millenia a great lead to future sales and opportunities.`

`In the face of anti-malarial drug resistance in the case of quinine-based
treatments and neuro-toxicity for artimisin products, the need for effective
treatments will continue to intensify. Millenia has commenced building a network
of local distributors and expects that the demand for MALAREX/MMH(TM)18 should
progressively increase over time. Millenia has chosen to remain conservative and
has established a goal of capturing 1 - 2% ($100 - $200 million) of the
marketplace within 4 years of its first major order. According to the company's
estimates, attaining this sales level will ensure the viability and solid
profitability of the Company for its shareholders. No assurance can be given
that the Company will meet its sales goals.

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

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

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

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

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

MH-B has made great strides in its metamorphosis from pure plant-based drug
research and discovery. Commencing with the end of Q1 2006 and continuing in
2006 and 2007, MH-B has signed plant-based product agreements, and received the
initial payments, with the world's largest cosmetics and health beauty products

                                       13`




`giant, France based L'Oreal. A similar agreement was signed with the Pierre
Fabre Group, a company with $1.8 billion in revenue, from pharmaceuticals and
cosmeceuticals. In Q1 of 2007 we signed a contract with Sederma S.A.S. of
France, a large provider of ingredients to the cosmetic industry. MH-B is
currently in the midst of a 2 yr. contract to do research and analyses for
Millenia Hope Inc. In Q3 we signed a contract with the world's leading purveyor
of taste items, Synomex Corp.

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

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

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

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

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

`On November 20, 2007 the Company held its annual shareholders meeting in
Delaware. By an affirmative vote of 53.8% of all the common shares issued and
outstanding, as of the record date of October 8, 2007, the shareholders
authorized the Company to amend the Certificate of incorporation to increase the
authorized capital from 280 million common shares to 390 million common shares
and the preferred shares from 50 million to 80 million shares. There were
252,500 shares voting against this proposition and 45.2% of the outstanding
shares abstained from voting.

By the same ratio of 53.8% of the shareholders authorized the Board to reverse
split their shares in a ratio of between 1:3 to 1:7, only if they decide it is
in the best interest of the Company to do so.

Also, the incumbent slate of directors were re-elected, by a plurality of votes
cast, this being 132,635,627 in the affirmative or 53.9% with 46.1%% of the
voting shares abstaining.. Re-elected as directors were Leonard Stella, Yehuda
Kops, Hugo Valente, Jacky Quan and Joseph Daniele.

On December 13, 2007 Mr. Jacky Quan resigned as an officer and Director of the
Company to pursue other interests.

On January 31, 2008, we signed a Letter of Intent, with Loubac Top Envirnmental
Inc. to make a reverse acquisition of their outstanding shares (publicly traded
on the NEX market), in consideration for certain Patents and Rights that we own.
This is only a LOI and regulatory and due diligence work is still needed to
reach the preliminary agreement stage, and we will need our debtholder and our
shareholders approval of this deal, when and if consummated.

As of February 1, 2008, we are also negotiating the purchase of a HIV-CCR5
patent for approx. $3 million US, to be paid in a combination of restricted
common shares of Millenia Hope and cash in whatever ratio is agreed to by the
respective parties. This deal also has not finished its due diligence stage.

                                       14`




`Year ended November 30, 2007 compared to November 30, 2006.

In 2006 our subsidiary MH-B had revenue of $624,262, as payment for work for a
multi-national cosmetic company and a pharmaceutical firm. We had income in 2007
of $1,323,003 and their cost of sales of $7,009 from MH-B plant discovery
contracts and from an MMH(TM)Malarex/MMH(TM) 18 sale.

In 2007 we had $5,511,677 of operating expenses vs. $8,373,117 in 2006, broken
down as follows:

Comparative figures year ended November 30, 2007 and 2006.`

`Stock                    Non Stock
                                 Compensation             Compensation                    Total

      2007

Biotech Wages                    $        -                 $1,074,336                 $1,074,336
Admin Salaries                   $   47,225                 $1,220,200                 $1,267,425
Consulting                          204,075                    311,141                    515,216
Development                         515,490                    351,220                    866,710
Marketing                                 -                    363,827                    363,827
Other S, G and A                          -                  1,424,163                  1,424,163
                                 -----------------------------------------------------------------
                                 $  766,790                 $4,744,887                 $5,511,677
                                 =================================================================


Biotech Wages                    $        -                 $  648,515                 $  648,515
Admin Salaries                    1,309,680                    273,922                  1,583,602
Consulting                          585,530                    164,251                    749,781
Development                       2,275,650                  1,118,588                  3,394,238
Marketing                           231,525                    691,810                    923,335
Other S, G and A                    220,737                    852,909                  1,073,646
                                 -----------------------------------------------------------------
                                 $4,623,122                 $3,749,995                 $8,373,117
                                 =================================================================
In 2006 we paid salaries to our scientists in our subsidiary of $648,
$1,074,336 in 2007. We had a large number of projects in 2007 and, respectively,
a larger number of scientists.

In 2007, we paid the principal officers $1,267,425 in salaries and had salaries
of $1,583,602 in 2006. Higher salaries were paid in 2006 reflecting a larger
cash flow.`

`We had consulting fees of $515,216 in 2007 and $749,781 in 2006. The expense in
2006 was stock compensation paid to a business consultant for their role in our
acquiring the intellectual property and research equipment for our subsidiary
company and other consultants for the new business we commenced in the
subsidiary and a total of $280,000 to secure our NIR loan, of which $217,800 is
being amortized over the following 2 1/3 years. In 2007 we had business and
financing consultants to help with strategic planning and the raising of
additional financing.

                                       15`




`We had marketing expenses of $363,827 in year 2007 and $923,335 in 2006. Our
decreased expenses are due to a greater effort on promoting MALAREX/MMH(TM)18
preparatory to receiving our first large commercial sales order in 2006. This
entailed enlisting entities that had entree into governmental departments and
already established distribution networks. In 2007 we concentrated our marketing
effort on the activities of our subsidiary, Millenia Hope Biopharma, to
commercialize its library of purified fractions.

We incurred development costs of $866,710 during the 2007 period as compared to
$3,394,238 for 2006. 2006 represented the expensing of deferred stock
compensation in the amount of $1,374,000 from 2005 work and $1,700,000 for other
development costs in improving the formulation of MALAREX/MMH(TM)18 and our
subsidiary's on going R&D in plant based discovery and development. Also the
$400,000 costs of acquisitions for the rights and interest in 3 patent
applications for weight loss, anorexia and obesity. In 2007 we expensed $253,000
of deferred stock compensation and had $982,000 of our subsidiaries research
contracts and expenses for their ongoing projects. Millenia in December 2006
secured the rights for treating hypercholesterol for $1,062,000 and $167,000 of
other R&D expenses. We had R&D offset credits against these expenses of
$1,339,000 in 2007.

Other general and administrative expenses were $1,424,163 for 2007. This
represented an increase from $1,073,646 in 2006. This was attributable to the
fact that in 2007 we had the consolidated operating expenses of 2 corporations
for a full 12 months vs. 2006 in which we only had 9 1/2 months of consolidated
expenses.

As a result of the foregoing we incurred an operating loss of $4,195,683 for the
year end, November 30, 2007, compared to a loss of $7,748,855 for 2006.

Liquidity and Capital Resources`

`At November 30, 2007 the Company had negative working capital of $3,605,647.
Additional capital and/or borrowings will be necessary. Management anticipates
generating revenue through the sales of Malarex/MMH(TM) 18 and Biopharma work
during this fiscal year. The officers and directors of the Company have
indicated their commitment to help raise the necessary funds to fund the
operations of the organization during the next fiscal year until the
organization can generate sufficient cash flow from operations to meet current
operating expenses and overhead. Management anticipates its consolidated net
cash needs at $2,000,000 for the fiscal year ending November 30, 2008.

Recent Pronouncements`

`In July 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48") which
prescribes a recognition threshold and measurement attribute, as well as
criteria for subsequently recognizing, derecognizing and measuring uncertain tax
positions for financial statement purposes. FIN 48 also requires expanded
disclosure with respect to the uncertainty in income taxes assets and
liabilities. FIN 48 is effective for fiscal years beginning after December 15,
2006 and is required to be recognized as a change in accounting principle
through a cumulative-effect adjustment to retained earnings as of the beginning
of the year of adoption. The Company is currently evaluating the impact of
adopting this statement.

      In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement,
("SFAS No. 157"), which establishes a framework for measuring fair value and
expands disclosures about fair value measurements. Additionally, the
pronouncement provides guidance on definition, measurement, methodology and use
of assumptions and inputs in determining fair value. In February 2008, the FASB
issued FASB Staff Position ("FSP") 157-1, Application of FASB Statement No. 157
to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair
Value Measurements for Purposes of Lease Classification or Measurement under
Statement 13 ("FSP 157-1") and FSP 157-2, Effective Date of FASB Statement No.
157 ("FSP 157-2"). FSP 157-1 removes certain leasing transactions from the scope
of SFAS No. 157. FSP 157-2 delays the effective date of SFAS No. 157 for all
nonfinancial assets and nonfinancial liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually) to fiscal years beginning after November 15, 2008.
SFAS No. 157 for financial assets and financial liabilities is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The Company is currently
evaluating the impact of the adoption of SFAS No. 157 on its financial
statements.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - including an amendment of FAS 115".
This statement permits entities to choose to measure many financial instruments
and certain other items at fair value. This statement is effective for financial                                        16  
       
       
      
       statements issued for fiscal years beginning after November 15, 2007, including
interim periods within that fiscal year. The Company is currently evaluating the
impact of adopting this statement.
      In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations ("SFAS No. 141R"). SFAS No. 141R establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141R
also establishes disclosure requirements to enable the evaluation of the nature
and financial effects of the business combination. SFAS No. 141R is effective as
of the beginning of an entity's fiscal year that begins after December 15, 2008.
The Company is currently evaluating the potential impact, if any, of the
adoption of SFAS No. 141R on its 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.

None

Item 8a. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
Required disclosure based closely on the definition of "disclosure controls and
procedures" in Rule 13a-14c. In designing and evaluating the disclosure controls
and procedures, management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Within 90 days prior to the date of this
report, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on the forgoing, the Company's Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures were effective.

                                       17`




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

(a) Directors and Executive Officers.

Name                              Age     Position
----                              ---     --------
Leonard Stella                    46      CEO - Director

Bahige Baroudy                    56      President, Chief Science Officer

Yehuda Kops                       53      COO - Director

Hugo Valente                      57      CFO - Director

Joseph Daniele                    44      Chief Legal Advisor - Director

Soriba Cisse                      51      VP Research Development

Jeffrey Brooks                    57      VP Operations

Mr. Leonard Stella, CEO, Director.

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

Dr. Bahige Baroudy, President, Chief Science Officer

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

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

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

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

                                       18`




`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 Joseph Daniel, Chief Legal Advisor - Director

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

Dr. Soriba Cisse, VP Research - Development

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

Mr. Jeffrey Brooks- V.P. Operations.

Bachelor of Science, Chemistry and Microbiology - McGill (1970). Mr. Brooks, a
biotech and pharmaceutical projects manager, has a vast and varied knowledge of
the pharmaceutical business, cutting a wide swath across some of the largest 5
layers in the industry. He has worked for and consulted to, among others, AHP
Wyeth -Ayest, Merck Frost, Abbot Laboratories Ltd., Connaught Laboratories Ltd.
etc. A member of the International Society for the Pharmaceutical Engineering,
the Pharmaceutical Sciences Group and other professional associations, Mr.
Brooks will be responsible for assuring the quality of MALAREX/MMH(TM)18,
Millenia's flagship anti-malarial drug, from the production stage to the end
product recipient. His breath of knowledge, having worked on biological
manufacturing, sterilization, automated inspection systems, FDA Swat Teams etc.,
will make him one of the key personnel involved in our development of a Research
and Development facility.

(b) Significant Employees

None

c) Family Relationships

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

(d) Involvement in Certain Legal Proceedings.

Legal proceedings have been instituted against the company by a third party
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.`

`A Canadian company has sued Millenia for $11,316 for unpaid services. The
Company denies that any services were rendered and has cross- claimed for
$50,000 for undelivered services. No provision has been set up for this claim.

3 Canadian companies have claims for unpaid services in the aggregate amount of
$129,000, of which $112,000 has already been booked by Millenia as Accounts
Payable and which the Company will settle in full with these creditors.`

`(e) Committees

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

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

                                       19`




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

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

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

         - reviewing the independence of the independent auditors;

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

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

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

Code of Ethics

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

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

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

         - Compliance with applicable governmental law, rules and regulations;

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

         - Accountability for adherence to the code.

         The Company has adopted the aforementioned Code of Ethics.

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

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, 2004, all of our officers, directors and
ten-percent shareholders complied with the Section 16(a) reporting requirements.

                                       20`




`Item 10. Executive Compensation.

(a) General

SUMMARY COMPENSATION TABLE

Name and                                                                    Long-term
Principal Position                          Year    Salary          Bonus   Compensation: Shares
------------------------------------------------------------------------------------------------

Leonard Stella                              2007    $412,000          0            -
Chief Executive Officer, Director

Yehuda Kops                                 2007    $250,000          0            -
Chief Operating Officer, Director

Hugo Valente                                2007    $150,000          0            -
Chief Financial Officer, Director

Jacky Quan                                  2007    $151,200          0            -
Executive VP, Treasurer, Director

Joseph Daniele                              2007    $250,000          0            -
Chief Legal Officer, Director

Bahige Baroudy                              2007    $54,225           0        1,750,000
President, Chief Scientific Officer

Soriba Cisse                                2007    $ 0               0           -
Vice President Research Development

Leonard Stella                              2006    $503,810          0        6,1335,850
Chief Executive Officer, Director

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

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

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

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

Margaret Bywater                            2006    $27,970           0        0
President

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

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

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

(b) Compensation of Directors

None

(c) Options /SAR Grants in last year

                                       21`




`None

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

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

None

(f) Compensation of Directors

No director receives any compensation for serving on the Board.

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

Arrangements

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

(h) Report on Repricings of Options/SARs

None.

Item 11 Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of February 29, 2008, 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 February 29, 2008 pursuant to the exercise of
presently exercisable or outstanding options, warrants or conversion privileges
are deemed to be outstanding for the purpose of computing the percentage
ownership of such individual or group, but are not deemed to be outstanding for
the purpose of computing the percentage ownership of any other person shown in
the table. Information with respect to beneficial ownership is based upon the
shareholder list provided by the Company's transfer agent.

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

Leonard Stella (1)                 15,279,150                   6.20

Bahige Baroudy (1)                 2,000,000                    0.81

Yehuda Kops (1)                    9,714,150                    3.94

Hugo Valente (1)                   4,373,100                    1.78

Jacky Quan (1) (2)                 7,656,333                    3.12

Joseph Daniele (1)                 4,346,150                    1.76

(1) All Directors and Executive
Officers as a group (5 persons)    43,398,883                   17.61

(2) Director and officer till December 15, 2007

Item 12. Certain Relationships and Related Transactions.

At November 30, 2006 the Company had a related party payable of $432,361. During
the year ended November 30, 2007, the Company's financing activities with
related parties consisted of (net) borrowings of $94,997. The balance of
$527,358 at November 30, 2007 is unsecured and accrues no interest and is
included in accounts payable.

Item 13. Financial Statements and Exhibits.

(a) List of Financial Statements filed herewith.

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

                                       22`




`Independent Auditors' Report

       Consolidated Balance Sheet November 30,2007, November 30, 2006

       Consolidated Statement of Operations Years ended November 30, 2007 and
       November 30, 2006, and from inception to November 30, 2007

       Statement of Shareholders' Equity From inception to November 30, 2007

       Consolidated Statement of Cash Flows Years ended November 30, 2007 and
       November 30, 2006, and from inception to November 30, 2007

Notes to the Consolidated Finance Statements year ended November 30, 2007

(b) List of Exhibits.

       Reports on Form 8-k

       Changes in Certifying Accountant

       Appointment of Directors, Appointment and dismissal of Principal Officers

       Entry into a Material Definitive Agreement

Item 14. Principal Accountant Fees and Service

Audit Fees

For the fiscal year ended November 30, 2007, the aggregate fees billed for
professional services rendered by Chang Park CPA ("independent auditors") for
the audit of the company's annual financial statements and reviews on interim
financial statements totaled approximately $40,000.

Financial Information Systems Design and Implementation Fees

For the fiscal year ended November 30, 2007 there were $-0- in fees billed for
professional services by the Company's independent auditors rendered in
connection with, directly or indirectly, operating or supervising the operation
of its information system or managing its local area network.

All Other Fees

For the fiscal year ended November 30, 2007 there was $0 in fees billed for
other service.

Sarbane Oxley Declarations

                                   SIGNATURES

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

                                      MILLENIA HOPE INC.


Date: March 24, 2008                  /s/ Leonard Stella
                                      ---------------------------------
                                      Leonard Stella, CEO and Director


Date: March 24, 2008                  /s/ Yehuda Kops                                      ---------------------------------
                                      Yehuda Kops, Principal Financial Officer and                                      Director



                                       23`




``

``

``

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

                        Consolidated Financial Statements
                                November 30, 2007`

``

``

``




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



Consolidated Financial Statements
November 30, 2007



Contents


Report of Independent Registered Public Accounting Firm                  F-1

Consolidated Balance Sheets                                              F-2

Consolidated Statements of Operations                                    F-3

Consolidated Statement of Changes in Stockholders' Equity (Deficit)   F-4 - F-5

Consolidated Statements of Cash Flows                                    F-6

Notes to Consolidated Financial Statements                           F-7 - F-18`




`Chang G. Park, CPA, Ph. D.
             o 371 E STREET o CHULA VISTA o CALIFORNIA 91910-2615 o
       o TELEPHONE (858)722-5953 o FAX (858) 761-0341 o FAX (858) 764-5480
                         o E-MAIL changgpark@gmail.com o

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

             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------


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


We have audited the accompanying consolidated balance sheet of Millenia Hope,
Inc. and subsidiary (A Development Stage "Company") as of November 30, 2007 and
the related consolidated financial statements of operations, changes in
shareholders' equity and cash flows for the year ended November 30, 2007 and for
the period from December 24, 1997 (inception) to November 30, 2007. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. The consolidated financial statements
of the Company as of November 30, 2006, before restatement described in Notes
13, were audited by other auditors whose report, dated March 31, 2007, expressed
an unqualified opinion and included going concern paragraphs on those
statements.

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

In our opinion, the 2007 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of November 30, 2007, and the results of its operation and its cash flows for
the year ended November 30, 2007 and for the period from December 24, 1997
(inception) to November 30, 2007 in conformity with U.S. generally accepted
accounting principles.

The consolidated financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company's losses from operations raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ Chang G. Park
-----------------
CHANG G. PARK, CPA

February 29, 2008
San Diego, CA. 91910


        Member of the California Society of Certified Public Accountants
          Registered with the Public Company Accounting Oversight Board

                                      F-1`




`Millenia Hope Inc.
                          (A Development Stage Company)
                           Consolidated Balance Sheets
                     November 30, 2007 and November 30, 2006
                                                                                                             2006
                                   Assets                                             2007                Restated
Current Assets
 Cash                                                                           $          -            $      2,582 Accounts Receivable                                                                 178,837                  37,063
 Inventories                                                                          68,477                       -
 Prepaid expenses                                                                    329,411                 397,994
 Tax Credits Receivable                                                              979,000                       -
                                                                                ------------------------------------
Total Current Assets                                                               1,555,725                 437,639

Property & Equipment (net)                                                           624,042                 646,011
                                                                                ------------------------------------

           Total Assets                                                         $  2,179,767            $  1,083,650
                                                                                ====================================

                      Liabilities & Stockholders' (Deficit)
Current Liabilities
 Bank overdraft                                                                 $     31,196            $          -
 Accounts Payable and Accrued Liabilities                                          2,169,755                 715,865
Loans payable-related party                                                          527,358                 432,361
 Notes payable                                                                     2,339,123                 418,899
Lease inducements                                                                     93,940                       -
                                                                                ------------------------------------
           Total Current Liabilities                                               5,161,372               1,567,125
                                                                                ------------------------------------

Convertible notes payable (net)                                                      819,270                 358,631
                                                                                ------------------------------------

           Total Liablilities                                                      5,980,642               1,925,756

Stockholders' (Deficit)
Preferred Stock, $0.0001 par value 80,000,000                                              -                       -
share authorized-0 shares issued and outstanding
 Common Stock, $.0001 par value; 390,000,000 shares authorized,
  252,510,250 issued and outstanding November 30, 2007                                25,251                  19,315
193,149,717 issued and outstanding November 30, 2006
 Additional Paid in Capital                                                       27,519,170              26,017,795
 Deferred Stock Compensation                                                               -                (252,990)
 (Deficit) Accumulated During the Development Stage                              (31,345,297)            (26,626,226)
                                                                                ------------------------------------
           Total Stockholders' (deficit)                                          (3,800,870)               (842,106)
                                                                                ------------------------------------

                       Total liabilities and stockholders' (deficit)            $  2,179,767            $  1,083,650
                                                                                ====================================

      See the accompanying notes to the consolidated financial statements.

                                      F-2`




`Millenia Hope Inc.
                          (A Development Stage Company)
                      Consolidatd Statements of Operations
                   Years Ended November 30, 2007 and 2006, and
       the Period From Inception (December 24, 1997) to November 30, 2007

                                                      Year Ended            Year Ended             Inception to
                                                     November 30           November 30            November 30
                                                        2007             2006 (restated)              2007
                                                        ----             ---------------              ----
Revenues                                           $   1,323,003          $     624,262          $   3,281,453

Cost of Sales                                              7,009                      -                796,549
                                                   -------------          -------------          -------------

Gross Profit                                           1,315,994                624,262              2,484,904
                                                   -------------          -------------          -------------

Operating Expenses
   Biotech Wages                                       1,074,336                648,515              1,722,851
   Administrative Salaries                             1,267,425              1,583,602              6,014,761
   Marketing                                             363,827                923,335              6,338,365
   Research & Development                                866,710              3,394,238              7,259,900
   Patent rights                                               -                      -              1,005,827
   Selling, general and administrative                 1,939,379              1,823,427              7,898,457
                                                   -------------          -------------          -------------
                                                       5,511,677              8,373,117             30,240,161
                                                   -------------          -------------          -------------

Operating (Loss)                                      (4,195,683)            (7,748,855)           (27,755,257)
                                                   -------------          -------------          -------------

Other income (expense)
   Gain on disposition of subsidiary                           -                623,520              1,360,782
   Interest Income                                             -                      -                131,323
   Interest expense                                   (1,043,555)              (881,700)            (2,104,467)
 Loss on Bond Conversions                               (267,833)                     -               (267,833)
 Write-off Inventory                                           -                (65,443)               (65,443)
   Write-off of leasehold improvements                         -                      -                 (2,663)
   Write-off of notes receivable, related parties              -                      -               (629,739)
   Write-off of other assets                                   -                      -             (2,799,999)
                                                   -------------          -------------          -------------
                                                      (1,311,388)              (323,623)            (4,378,039)
                                                   -------------          -------------          -------------

Net (loss)                                         $  (5,507,071)         $  (8,072,478)         $ (32,133,296)
                                                   -------------          -------------          -------------
Per share information - basic and diluted:
Weighted Average Number of Common
 Shares Outstanding                                  189,530,786            143,002,392
                                                   =============          =============
(Loss) Per Common Share                            $       (0.02)         $       (0.06)
                                                   =============          =============
See the accompanying notes to the consolidated financial statements

                                      F-3
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
                                   Millenia Hope, Inc.
                          (A Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
             Inception (December 24, 1997) through November 30, 2007

                                                                                                                                    (Deficit)
                                                                                                                                    Accumulated
                                               Common Stock                                       Treasury Stock     Deferred       During the
                                               ------------          Paid in    Subscriptions     --------------       Stock        Development
                                            Shares     Amount        Capital     Receivable     Shares     Amount   Compensation      Stage         Total
                                           =================================================================================================================
Balance Beginning December 24, 1997                 -  $        -  $         -    $         -          -    $    -   $         - $          -   $
Proceeds from December 1997
private placement                           4,000,000         400       19,800              -          -         -                          -         20,200
Proceeds from February 1998
private placement                           6,100,000         610      426,390              -          -         -                          -        427,000
Net (loss) year ended November 30, 1998                                                                                           (1,493,350)     (1,493,350)
                                           -----------------------------------------------------------------------------------------------------------------
Balance November 30, 1998                  10,100,000       1,010      446,190              -          -         -                 (1,493,350)    (1,046,150)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Net (loss) year ended November 30, 2004                                                                                           (2,774,149)     (2,774,149)
                                           -----------------------------------------------------------------------------------------------------------------
Balance November 30, 2004                  66,488,743  $    6,649  $11,687,076              -  1,000,000    $  100   $(1,098,923)$(11,265,217)  $   (670,315)
                                           =================================================================================================================
December 3, 2004, issue of commo
for cash at $.04 per share                    873,333          87       32,913              -          -         -             -            -         33,000

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

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

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

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

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

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

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

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

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

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

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

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

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

Net (loss) year ended November 30, 2004             -           -            -              -          -         -             -   (7,288,530)    (7,288,530)
                                          ------------------------------------------------------------------------------------------------------------------
Balance November 30, 2005                 123,270,417  $   12,326  $20,454,436              -  1,000,000    $  100   $(1,923,373)$(18,553,747)    $  (10,258)
                                          ==================================================================================================================


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

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

Convertible debt warrants                                         599,244                                                                  599,244

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

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

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

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

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

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

    

                                                                                                                            (Deficit)
                                                                                                                           Accumulated
                                          Common Stock                                   Treasury Stock      Deferred       During the
                                          ------------         Paid in  Subscriptions    --------------       Stock        Development
                                       Shares      Amount      Capital    Receivable     Shares   Amount   Compensation       Stage        Total
                                     -------------------------------------------------------------------------------------------------------------
July 2006 issue of common stock
in settlement of business
development cost at $0.06 per share    3,667,000       367        219,653           -           -      -             -                -    220,020


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

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

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

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

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




                                                                                                                            (Deficit)
                                                                                                                           Accumulated
                                          Common Stock                                   Treasury Stock      Deferred       During the
                                          ------------         Paid in  Subscriptions    --------------       Stock        Development
                                       Shares      Amount      Capital    Receivable     Shares   Amount   Compensation       Stage        Total
                                     -------------------------------------------------------------------------------------------------------------
July 5, 2006
issue of common stock
for debt payment
at $0.08 per share                       500,000        50         39,950           -           -      -             -                -    40,000

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

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

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

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

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


    
                                                                                                                            (Deficit)
                                                                                                                           Accumulated
                                          Common Stock                                   Treasury Stock      Deferred       During the
                                          ------------         Paid in  Subscriptions    --------------       Stock        Development
                                       Shares      Amount      Capital    Receivable     Shares   Amount   Compensation       Stage        Total
                                     -------------------------------------------------------------------------------------------------------------
Sept 13, 2006
issue of common stock
for debt payment
at $0.03 per share                       500,000        50         14,950           -           -      -             -                -    15,000

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

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

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

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


    
                                                                                                                            (Deficit)
                                                                                                                           Accumulated
                                          Common Stock                                   Treasury Stock      Deferred       During the
                                          ------------         Paid in  Subscriptions    --------------       Stock        Development
                                       Shares      Amount      Capital    Receivable     Shares   Amount   Compensation       Stage        Total
                                    --------------------------------------------------------------------------------------------------------------
Nov 16, 2006 issue of common stock
for debt payment at $0.02 per share    1,494,080       149         29,733           -           -     -              -              -       29,882

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

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

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

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

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

2005 deferred development
expended year end Nov 30, 2006                 -         -              -           -           -     -      1,374,077              -    1,374,077
    June-Sept. 2006 issuance of subsidiarycommon stock                                                        2,280                                                                    2,280
	    
Net (loss) year ended Nov 30, 2006             -         -              -           -           -     -              -     (8,072,478)  (8,072,478)


                                          F-4
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
                                   Millenia Hope, Inc.
                          (A Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
            Inception (December 24, 1997) through November 30, 2007

                                                                                                                                    (Deficit)
                                                                                                                                   Accumulated
                                                  Common Stock                                   Treasury Stock      Deferred       During the
                                                  ------------         Paid in  Subscriptions    --------------       Stock        Development
                                               Shares      Amount      Capital    Receivable     Shares   Amount   Compensation       Stage        Total
                                            --------------------------------------------------------------------------------------------------------------
2006 BCF Debt Discount                                -         -    1,400,756           -            -        -              -              -   1,400,756                                            -----------   -------  -----------     ---------     -------   -------  -----------   ------------   ---------
Balance November 30, 2006                   193,149,717   $19,315  $26,017,795     $     -       $    -   $    -   $   (252,990)  $(26,626,226)   (842,106)

December 1, 2006 issue of common stock        2,400,000       240       31,440           -            -        -              -              -      31,680
for cash at  $0.02 per share

December 11, 2006 issue of common stock       8,352,083       835       97,178           -            -        -              -              -      98,013
for cash at  $0.01 per share

December 2006 issue of common stock           8,750,000       875      261,625           -            -        -              -              -     262,500
for development costs

Between December 2006 and June 2007 issue of  1,750,000       175       47,050           -            -        -              -              -      47,225
common shares for adminstrative salaries

Between January 2007 and November 2007 issue  5,440,000       544      203,531           -            -        -              -              -     204,075
of common shares for consulting services

January 3, 2007 issue of common stock         1,730,000       173       25,387           -            -        -              -              -      25,560
for cash at  $0.01 per share

January 13, 2007 issue of common stock          500,000        50       14,860           -            -        -              -              -      14,910
for cash at  $0.03 per share

January 17, 2007 issue of common stock          500,000        50       44,950           -            -        -              -              -      45,000
for debt repayment at  $0.09 per share

February 8, 2007 issue of common stock        4,587,539       459      147,509           -            -        -              -              -     147,968
for cash at  $0.03 per share

February 28, 2007 issue of common stock         500,000        50       44,950           -            -        -              -              -      45,000
for debt repayment at  $0.09 per share

March 7, 2007 issue of common stock             500,000        50       44,950           -            -        -              -              -      45,000
for debt repayment at  $0.09 per share

April 7, 2007 issue of common stock             500,000        50       19,950           -            -        -              -              -      20,000
for debt repayment at  $0.04 per share

April 16, 2007 issue of common stock            500,000        50       24,950           -            -        -              -              -      25,000
for debt repayment at  $0.05 per share

April 23, 2007 issue of common stock            500,000        50       24,950           -            -        -              -              -      25,000
for debt repayment at  $0.05 per share

April 30, 2007 issue of common stock            500,000        50       19,950           -            -        -              -              -      20,000
for debt repayment at  $0.04 per share

May 1, 2007 issue of common stock             9,450,911       945      153,050           -            -        -              -              -     153,995
for cash at  $0.02 per share

May 11, 2007 issue of common stock              500,000        50       19,950           -            -        -              -              -      20,000
for debt repayment at  $0.04 per share

May 22, 2007 issue of common stock              500,000        50       19,950           -            -        -              -              -      20,000
for debt repayment at  $0.04 per share

May 28, 2007 issue of common stock              500,000        50       14,950           -            -        -              -              -      15,000
for debt repayment at  $0.03 per share

June 7, 2007 issue of common stock              500,000        50       14,950           -            -        -              -              -      15,000
for debt repayment at  $0.03 per share

June 15, 2007 issue of common stock             500,000        50        9,950           -            -        -              -              -      10,000
for debt repayment at  $0.02 per share

June 22, 2007 issue of common stock             500,000        50       14,950           -            -        -              -              -      15,000
for debt repayment at  $0.03 per share

July 3, 2007 issue of common stock              500,000        50        4,950           -            -        -              -              -       5,000
for debt repayment at  $0.01 per share

July 13, 2007 issue of common stock             900,000        90       71,295           -            -        -              -              -      71,385
for cash at  $0.08 per share

July 13, 2007 issue of common stock             500,000        50        9,950           -            -        -              -              -      10,000
for debt repayment at  $0.02 per share

July 31, 2007 issue of common stock             500,000        50        9,950           -            -        -              -              -      10,000
for debt repayment at  $0.02 per share

August 9, 2007 issue of common stock            500,000        50        9,950           -            -        -              -              -      10,000
for debt repayment at  $0.02 per share

August 16, 2007 issue of common stock           500,000        50        9,950           -            -        -              -              -      10,000
for debt repayment at  $0.02 per share

August 23, 2007 issue of common stock           500,000        50        9,950           -            -        -              -              -      10,000
for debt repayment at  $0.02 per share

September 5, 2007 issue of common stock         500,000        50        4,950           -            -        -              -              -       5,000
for debt repayment at  $0.01 per share

September 11, 2007 issue of common stock        250,000        25        2,475           -            -        -              -              -       2,500
for debt repayment at  $0.01 per share

September 20, 2007 issue of common stock        750,000        75        7,425           -            -        -              -              -       7,500
for debt repayment at  $0.01 per share

October 9, 2007 issue of common stock           750,000        75        7,425           -            -        -              -              -       7,500
for debt repayment at  $0.01 per share

October 16, 2007 issue of common stock          750,000        75        7,425           -            -        -              -              -       7,500
for debt repayment at  $0.01 per share

October 22, 2007 issue of common stock          750,000        75        7,425           -            -        -              -              -       7,500
for debt repayment at  $0.01 per share

November 2, 2007 issue of common stock          750,000        75        7,425           -            -        -              -              -       7,500
for debt repayment at  $0.01 per share

November 9, 2007 issue of common stock          750,000        75       14,925           -            -        -              -              -      15,000
for debt repayment at  $0.02 per share

November 19, 2007 issue of common stock         750,000        75       14,925           -            -        -              -              -      15,000
for debt repayment at  $0.02 per share

2005 deferred development expended                    -         -            -           -            -        -        252,990              -     252,990
year end November 30, 2007

November 30, 2007 issue of subsidiary                 -         -            -           -            -        -              -        788,000     788,000
capital stock


Net (Loss) year end                                   -         -            -           -            -        -              -     (5,507,071) (5,507,071)
Novemebr 30, 2007
                                            --------------------------------------------------------------------------------------------------------------

                                            252,510,250    25,251   27,519,170           -            -        -              -    (31,345,297) (3,800,876)
                                            ==============================================================================================================

    See the accompanying notes to the consolidated financial statements.

                                      F-5
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
                                  Millenia Hope Inc.
                        (A Development Stage Company)
                     Consolidated Statement of Cash Flows
                 Years Ended November 30, 2007 and 2006, and
      the Period From Inception (December 24, 1997) to November 30, 2007

                                                                        Year Ended         Year Ended        Inception to
                                                                        November 30        November 30       November 30,
                                                                           2007               2006              2007
                                                                                           (restated)
 Operating Activities
Net (Loss)                                                              (5,507,071)        (8,072,478)       (32,133,296)
 Depreciation                                                              144,240             55,294            311,473
 Amortization of discount on convertible note payable                      703,320            627,091          1,330,411
 (Gain) loss on disposition of subsidiary                                        -           (623,520)        (1,360,782)
 Sale of investment in subsidiary for services                                   -                  -             10,800
 Issue of capital stock for services                                       766,790          4,623,119         16,005,511
 Issue of common stock for interest expense                                358,546            230,571            589,117
 Issue of subsidiary capital stock for services                                  -            400,000            469,875
 Issue of note for other development costs                               1,050,000                  -          1,867,226
      (subsequently converted to warrants)                                       -
 Settlement of subscription receivable in exchange                               -                  -            256,250
      for marketing services
Lease inducements                                                           93,940                  -             93,940
 Accrued interest income                                                         -                  -            (84,098)
 Accrued interest expense                                                   60,823                  -             90,397
 Interest expense settled with issuance of note                                  -                  -             27,770
      (subsequently converted to warrants)
 Write-off of inventory                                                          -             62,453             62,453
 Write-off of leasehold improvements                                             -                  -              2,663
 Write-off of notes receivable, related parties                                  -                  -            629,739
 Write-off of other assets                                                       -                  -          2,799,999
 (Increase) in Current Assets                                           (1,120,668)          (405,333)        (1,618,178)
 (Decrease) Increase in accounts payable and accrued liabilities         1,507,890            614,172          2,300,422
                                                                      ------------       ------------       ------------

Cash (used in) operating activities                                     (1,941,854)        (2,488,631)        (8,347,972)
                                                                      ------------       ------------       ------------

Financing Activities
   Bank Overdraft                                                           31,196             (3,408)            31,195
   Advances from related parties                                           153,967            432,361          1,953,789
   Proceeds from convertible note payable                                        -          2,000,000          2,000,000
   Payments on convertible note payable                                   (136,221)          (179,150)          (315,371)
   Proceeds from notes payable                                           1,375,375            725,459          2,100,834
   Payments on notes payable                                                     -            (81,000)           (81,000)
   Issuance of capital stock for cash                                      543,511            295,588          3,040,101
   Contribution to paid in capital                                               -                  -          1,318,347
                                                                      ------------       ------------       ------------

Cash provided by financing activities                                    1,967,828          3,189,850         10,047,895
                                                                      ------------       ------------       ------------

Investing activities
   Additions to fixed assets                                               (28,556)          (698,637)          (855,908)
   Deposits on future acquisition                                                -                  -         (1,000,000)
   Issue of stock for subsidiary cash balance                                    -                  -             40,628
   Repayment of subsidiary related party note receivable                         -                  -             34,233
   Collection of subsidiary share subscription receivable                        -                  -             83,331
   Note receivable                                                               -                  -             (2,207)
                                                                      ------------       ------------       ------------

Cash flows provided by (used in) investing activities                      (28,556)          (698,637)        (1,699,923)
                                                                      ------------       ------------       ------------

Increase (decrease) in cash                                                 (2,582)             2,582                  -

Cash and cash equivalents
   Beginning of period                                                       2,582                  -                  -
                                                                      ------------       ------------       ------------

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

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

Issuance of capital stock for convertible note repayment              $     89,311       $    102,742       $    192,053
Issuance of subsidiary stock for debt repayment                       $          -       $    225,560       $    225,560
Issuance of subsidiary stock as dividend                              $          -       $        240       $        240
Issuance of warrants associated with convertible note payable         $          -       $    599,244       $    599,244
Cancellation of treasury shares                                       $          -       $        100       $        100

See the accompanying notes to the consolidated financial statements.

                                      F-6
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
    Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2007


1.    Organization and Basis of Presentation

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


2.    Summary of Significant Accounting Policies

      Use of Estimates

      The preparation of financial statements in conformity with generally
      accepted accounting principles in the United States requires management to
      make estimates and assumptions that affect the reported amounts of assets
      and liabilities, and disclosure of contingent assets and liabilities at
      the date of the financial statements, and the reported amounts of revenues
      and expenses during the reporting period. Certain amounts included in the
      financial statements are estimated based on currently available
      information and management's judgment as to the outcome of future
      conditions and circumstances.

      Changes in the status of certain facts or circumstances could result in
      material changes to the estimates used in the preparation of financial
      statements and actual results could differ from the estimates and
      assumptions.

      Fair Value of Financial Instruments

      Fair value estimates discussed herein are based upon certain market
      assumptions and pertinent information available to management as of
      November 30, 2007. The respective carrying value of certain
      on-balance-sheet financial instruments approximated their fair values.
      These financial instruments include cash, accounts receivable, prepaid
      expenses and accounts payable and accrued liabilities, notes payable and
      convertible notes payable. Fair values were assumed to approximate
      carrying values for financial instruments because they are short term in
      nature, their carrying amounts approximate fair values, and they are
      payable on demand. The fair value of the convertible debentures
      approximates its carrying value based on current market conditions for
      similar debt instruments.

      Impairment of Long-Lived Assets

      Long-lived assets held and used by the Company are reviewed for possible
      impairment whenever events or changes in circumstances indicate the
      carrying amount of an asset may not be recoverable. Recoverability of
      assets to be held and used is measured by a comparison of the carrying
      amount of the assets to the estimated undiscounted cash flows expected to
      be generated by the asset. If such assets are considered to be impaired,
      the impaired to be recognized is measured by the amount by which the
      carrying amount of the assets exceeds the fair value of the assets.
      Management believes there are no such impairments at November 30, 2007.

                                      F-7
    
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
    Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2007


      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.

      Inventory

      The Company values its inventory at the lower of cost and net realizable
      value based on the first-in first-out method.

      Property and Equipment

      Property and equipment is recorded at cost and depreciated using the
      straight line method, as follows:

         Furniture and fixtures                 5 years
         Equipment                              5 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 depreciation, are removed from the appropriate asset and
      depreciation accounts, and the resulting gain or loss is included in
      operations. Depreciation expense for the years ended November 30, 2006 and
      2007 was $55,294 and $144,240, respectively.

      Revenue Recognition

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

      Accounts Receivable

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

      Stock-Based Compensation - Transition and Disclosure

      The Company accounts for equity instruments issued to employees for
      services based on the fair value of the equity instruments issued and
      accounts for equity instruments issued to other than employees based on
      the fair value of the consideration received or the fair value of the
      equity instruments, whichever is more reliably measurable. The Company had
      no stock based compensation to employees for the years ended November 30,
      2006 and 2007.

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

                                      F-8
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
    Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2007


      (loss) had the fair value of the options been expensed. The Company had
      elected to continue to apply APB 25 in accounting for its stock option
      incentive plans.

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

      Debt with Detachable Warrant

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

      Convertible Debt
      ----------------

      In accordance with the provisions of EITF No. 98-5 "Accounting for
      Convertible Securities with Beneficial Conversion Features or Contingently
      Adjustable Conversion Ratios" and EITF No. 00-27 "Application of Issue No.
      98-5 to Certain Convertible Instruments" ("EITF 00-27") the Company
      evaluates debt securities ("Debt") for beneficial conversion features. A
      beneficial conversation feature is present when the conversation price per
      share is less than the market value of the common stock at the commitment
      date. The intrinsic value of the feature is then measured as the
      difference between the conversion price and the market value (the
      "Spread") multiplied by the number of shares into which the Debt is
      convertible and is recorded as debt discount with an offsetting amount
      increasing additional paid-in-capital. The debt discount is accreted to
      interest expense over the term of the Debt with any unamortized discount
      recognized as interest expense upon conversion of the Debt. If a debt
      security contains terms that change upon the occurrence of a future event
      the incremental intrinsic value is measured as the additional number of
      issuable shares multiplied by the commitment date market value and is
      recognized as additional debt discount with an offsetting amount
      increasing additional paid-in-capital upon the future event occurrence.
      The total intrinsic value of the feature is limited to the proceeds
      allocated to the Debt instrument.

                                          F-9
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
    Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2007


      Earnings (Loss) Per Share

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


New Accounting Pronouncements:

In July 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48") which
prescribes a recognition threshold and measurement attribute, as well as
criteria for subsequently recognizing, derecognizing and measuring uncertain tax
positions for financial statement purposes. FIN 48 also requires expanded
disclosure with respect to the uncertainty in income taxes assets and
liabilities. FIN 48 is effective for fiscal years beginning after December 15,
2006 and is required to be recognized as a change in accounting principle
through a cumulative-effect adjustment to retained earnings as of the beginning
of the year of adoption. The Company is currently evaluating the impact of
adopting this statement.

            In September 2006, the FASB issued SFAS No. 157, Fair Value
      Measurement, ("SFAS No. 157"), which establishes a framework for measuring
      fair value and expands disclosures about fair value measurements.
      Additionally, the pronouncement provides guidance on definition,
      measurement, methodology and use of assumptions and inputs in determining
      fair value. In February 2008, the FASB issued FASB Staff Position ("FSP")
      157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and
      Other Accounting Pronouncements That Address Fair Value Measurements for
      Purposes of Lease Classification or Measurement under Statement 13 ("FSP
      157-1") and FSP 157-2, Effective Date of FASB Statement No. 157 ("FSP
      157-2"). FSP 157-1 removes certain leasing transactions from the scope of
      SFAS No. 157. FSP 157-2 delays the effective date of SFAS No. 157 for all
      nonfinancial assets and nonfinancial liabilities, except for items that
      are recognized or disclosed at fair value in the financial statements on a
      recurring basis (at least annually) to fiscal years beginning after
      November 15, 2008. SFAS No. 157 for financial assets and financial
      liabilities is effective for financial statements issued for fiscal years
      beginning after November 15, 2007, and interim periods within those fiscal
      years. The Company is currently evaluating the impact of the adoption of
      SFAS No. 157 on its financial statements.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - including an amendment of FAS 115".
This statement permits entities to choose to measure many financial instruments
and certain other items at fair value. This statement is effective for financial
statements issued for fiscal years beginning after November 15, 2007, including
interim periods within that fiscal year. The Company is currently evaluating the
impact of adopting this statement.

            In December 2007, the FASB issued SFAS No. 141 (revised 2007),
      Business Combinations ("SFAS No. 141R"). SFAS No. 141R establishes
      principles and requirements for how an acquirer recognizes and measures in
      its financial statements the identifiable assets acquired, the liabilities
      assumed, any noncontrolling interest in the acquiree and the goodwill
      acquired. SFAS No. 141R also establishes disclosure requirements to enable
      the evaluation of the nature and financial effects of the business
      combination. SFAS No. 141R is effective as of the beginning of an entity's
      fiscal year that begins after December 15, 2008. The Company is currently
      evaluating the potential impact, if any, of the adoption of SFAS No. 141R
      on its financial statements.

                                      F-10
    
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
    Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2007


3.    Going Concern

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. The Company reported net losses of
$8,072,478 and $5,507,071 for the years ended November 30, 2006 and 2007
respectively, as well as reporting net losses of $32,133,296 from inception
(December 24, 1997) to November 30, 2007. At November 30, 2007 the Company had
negative working capital of $3,605,647 and a Stockholders' Deficit of
$3,800,875. Additional capital and/or borrowings will be necessary in order for
the Company to continue in existence until attaining and sustaining profitable
operations. Management has continued to develop a strategic plan to develop a
management team, maintain reporting compliance and establish long-term
relationships to develop and distribute the product. Management anticipates
generating revenue through the sales of MMH Malarex(TM) during the next fiscal
year, as well as revenue from several ongoing drug discovery contracts. The
consolidated financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the possible
inability of the Company to continue as a going concern. 4.    Property and Equipment

                                                          Accumulated              Balance
                                 Cost                     Depreciation             November 30, 2007
                                 ----                     ------------             -----------------

Equipment & Furniture            $625,678                 $ 161,383                $464,295

Leasehold Improvements           195,230                  35,483                   159,747
                                 -------------------------------------------------------------------

                                 $820,908                 $196,866                 $624,042
                                 -------------------------------------------------------------------

5.    Loan Payable Related Parties

      A total of $94,997 was advanced from several persons, generally officers
      and/or employees, during the year ended November 30, 2007, non-interest
      bearing and unsecured. The advances from related parties are not secured
      by promissory notes, are generally due within 12 months and totaled
      $527,538 outstanding at November 30, 2007.
                                             F-11
    
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
    Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2007


6.    Notes Payable

     As of November 30, 2007, the Company had $2,339,123 in notes payable
outstanding.


             Name                Amount         Annual                  Repayment                          Collateral
                                               Interest                    Date

Pharmatech Canada             $  813,962          7%          no fixed term                                unsecured
R&D Capital                   $  500,000         15%          when R&D Tx Cr. are received in 2008         SR&D Tx Cr.
Emergia Capital               $  300,000         30%          extended to March 2008                       Equipment of Millenia
                                                                                                           Pharmaceuticals
9146-4552 Quebec Inc.         $  313,187         15%          when R&D Tx Cr. are received in 2008         SR&D Tx Cr.
Others                        $  195,674         10%          no fixed term                                unsecured
Others                        $   63,300   7% after May 08    May 31, 2008                                 unsecured
Others                        $  153,000         24%          no fixed term                                unsecured
                              ----------
                              $2,339,123
                              ==========

   7. Convertible Notes Payable

      On March 27, 2006 the Board of Directors of Millenia Hope approved a
      financing agreement for $2,000,000 with private investors. Under the terms
      of the agreement the Company has received the full $2,000,000 as of June
      2006. For this financing, the Investors received secured convertible notes
      totaling $2,000,000 with a 6% interest rate and a maturity date of March
      2009. Interest is payable quarterly, on the average outstanding amount to
      that point, in cash or via the issuance of Millenia Hope common shares, at
      the discretion of the borrower (Millenia Hope) and only in the case of a
      payment default at the discretion of the lender. The notes are
      convertible, at the discretion of the borrower (Millenia Hope) and only in
      the case of a loan provision default at the discretion of the lenders,
      into shares of common stock of the Company at the average of the lowest
      three (3) trading prices for shares of common stock during the twenty (20)
      trading day period ending on trading day prior to the date a conversion
      notice is sent to us. The notes are secured by all of he Company's assets.
      As of November 30, 2007, the Company had repaid $511,140 of principal and
      all interest to date.

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

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

      The total warrant valuation of $599,244 has been allocated to additional
      paid-in capital and will be amortized over the term of the debt, 36
      months. The BCF discount value of the convertible notes issued was
      $1,400,756 and has been allocated to paid in capital and will be amortized
      over the 36 months term of the debt. Amortization expense during the
      fiscal year ended November 30, 2007 was $703,319, and is included in
      interest expense in the accompanying financial statements.

      At November 30, 3007 and 2006, the balance of the convertible debt was as
      follows:

                                                                                         2007            2006

      Convertible debt                                                          $ 1,488,860      $ 1,731,540
      Debt discount                                                                (669,590)     $(1,372,909)
                                                                               -------------     -----------

                                                                                $   819,270       $  358,631
                                                                                ===========       ===========
                                          F-12        
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
     
    Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2007


      8. Contingent Liability and Commitments


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

      A Canadian company has sued Millenia for $11,316 for unpaid services. The
      Company denies that any services were rendered and has cross- claimed for
      $50,000 for undelivered services. No provision has been set up for this
      claim.

      3 Canadian companies have claims for unpaid services in the aggregate
      amount of $129,000, of which $112,000 has already been booked by Millenia
      as Accounts Payable and which the Company will settle in full with these
      creditors.


      The Company's subsidiary signed a new lease for a 5-year 3-month term
      commencing April 1, 2007 and ending July 1, 2012. The Company's subsidiary
      was granted a no-rent grace period, by the lessor, from April 1, 2007 to
      June 30, 2007. Rent is payable per the following schedule:
      Twelve months ended:
                  July 2008         $420 000
                  July 2009         $434 000
                  July 2010         $448 000
                  July  2011        $462 000
                  July  2012        $476 000


      The lease expense was approximately $350,000 for year-end November 30,
      2006 and $306,000 for the year ended November 30, 2007


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

                                      F-13
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
    Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2007


9.    Income Taxes

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

      The provision for income taxes differs from the amount computed by
      applying the statutory federal income tax rate to income before provision
      for income taxes. The sources and tax effects of the differences are as
      follows:

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

      As of November 30, 2007, the Company has a net operating loss carryforward
      of approximately $13,280,000. This loss will be available to offset future
      taxable income. If not used, this carryforward will expire through 2027.
      The deferred tax asset of approximately $4,500,000 relating to the
      operating loss carryforward has been fully reserved at November 30, 2007.
      The increase in the valuation allowance related to the deferred tax asset
      was $1,100,000 during 2007. The principal difference between the
      accumulated deficit for income tax purposes and for financial reporting
      purposes results from non-cash stock compensation expense being charged to
      operations for financial reporting purposes.
                                          F-14
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
    Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2007


10.  Stockholders' Equity (Deficit)


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

      During the year ended November 30, 2006, the Company issued 3,674,170
      common shares for business development and offices services valued at
      $220,737. The share value was based on fair market value of theses shares
      on the date the contracts were entered into.

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

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

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

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

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

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

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

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

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

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

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

      In December 2006 the Company issued 8,750,000 common shares for
      development costs valued at $262,500. The share value was based on fair
      market value of theses shares on the date the contracts were entered into.
                                          F-15
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
    Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2007


      Between December 2006 and June 2007the company issued 1,750,000 Common
      shares for administrative salaries of $ 47,225. The share value was based
      on fair market value of theses shares on the date the contracts were
      entered into.

      Between January 2007 and November 2007, the Company issued 5,440,000
      common shares for consulting services valued at $204,075. The share value
      was based on fair market value of theses shares on the date the contracts
      were entered into.

      On December 1, 2006, the Company issued 2,400,000 common shares for
      $31,680 cash.

      On December 11, 2006, the Company issued 8,352,083 common shares for
      $98,013 cash.

      On January 3, 2007, the Company issued 1,730,000 common shares for $25,560
      cash.

      On January 12, 2007, the Company issued 500,000 common shares for $14,910
      cash.

      On Feb. 8, 2007, the Company issued 4,587,539 common shares for $147,968
      cash.

      On May 1, 2007, the Company issued 9,450,911 common shares for $153,995
      cash.

      On June 13, 2007, the Company issued 900,000 common shares for $71,385
      cash.

      Between January 17, 2007 and November 19, 2007 the Company issued
      15,500,000 common shares, free trading per the SB-2 registration
      Statement, for principal and interest payment of its convertible note
      payable in the amount of $450,000, based on the fair market value of these
      shares.       In November 2007 Millenia Hope Pharmaceuticals issued 788,000 common
      shares to third parties for a total amount of $788,000. This $788,000 has
      been accounted for as a reduction to the Accumulated Deficit on the
      Consolidated Balance Sheets.

      Stock-based Compensation

      During the year ended November 30, 2006, the Company issued options to
      purchase shares of common stock to certain investors in connection with
      the convertible debt.

      SFAS 123 requires the Company to provide proforma information regarding
      net income and earnings per share as if compensation cost for the
      Company's stock option plans had been determined in accordance with the
      fair value based method prescribed in SFAS 123. The fair value of the
      option grants is estimated on the date of grant utilizing the
      Black-Scholes option pricing model. No options were granted in 2006 or
      2007. The Company has no such items for the years ended November 30, 2006
      and 2007.

      
                                      F-16
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
    Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2007


      A summary of stock option activity is as follows:
                                                     Weighted      Weighted
                                    Number            average       average
                                      of             exercise        fair
                                    shares            price          value
                                    ------            -----          -----
         Balance at
      November 30, 2005             4,644,156          $1.00       $   0.00
         Granted                    6,000,000          $0.18       $   0.10
      Exercised/Forfeited           (4,644,156)            -              -
                                    ----------         -----          -----
         Balance at
         November 30, 2006          6,000,000          $0.18       $   0.10
                                    ==========         =====          =====
         Granted                             -             -
         Exercised/Forfeited                 -             -              -
                                    ----------         -----          -----
         Balance at
         November 30, 2007          6,000,000          $0.18       $   0.10
                                    ==========         =====          =====
      The following table summarizes information about fixed-price stock
      at November 30, 2007:

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

                  6,000,000         5 1/4 yrs          $0.18         6,000,000

11. Significant Events

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

      On November 20, 2007 the Company held its annual shareholders meeting in
      Delaware. By an affirmative vote of 53.8% of all the common shares issued
      and outstanding, as of the record date of October 8, 2007, the
      shareholders authorized the Company to amend the Certificate of
      incorporation to increase the authorized capital from 280 million common
      shares to 390 million common shares and the preferred shares from 50
      million to 80 million shares. There were 252,500 shares voting against
      this proposition and 45.2% of the outstanding shares abstained from
      voting.

      By the same ration of 53.8% of the shareholders authorized the Board to
      reverse split their shares in a ratio of between 1:3 to 1:7, only if they
      decide it is in the best interest of the Company to do so.

      Also, the incumbent slate of directors were re-elected, by a plurality of
      votes cast, this being 132,635,627 in the affirmative or 53.9% with with
      46.1%% of the voting shares abstaining.. Re-elected as directors were
      Leonard Stella, Yehuda Kops, Hugo Valente, Jacky Quan and Joseph Daniele.
                                          F-17
    
      
        
        
      
      
        
        
        
          
      
      
        
        
      
    
    Millenia Hope Inc.
(A Company in the Development Stage)
Notes to the Consolidated Financial Statements
November 30, 2007


12. Subsequent Events

      Between December 1, 2007 and February 28, 2008, the Company issued
      7,500,000 common shares, freed under a SB-2 Registration Statement, in
      payment of convertible note debt, based on the fair market value, of
      $75,000.

      On December 13, 2007 Mr. Jacky Quan resigned as an officer and Director of
      the Company to pursue other interests.

13.   Restatement of Previous Year Financial Information


Balance Sheet-Nov. 30, 2006

                                      Before Adjustment                After              Difference


Minority Interest                       $    529,016               $          0         Dr $    529,016

Convertible Notes Payable               $  1,265,460               $    358,631         Dr $    906,829

Paid in Capital                         $ 24,614,759               $ 26,017,795         Cr $  1,403,036

Deficit                                 $(26,659,035)              $(26,626,226)        Cr $     32,809

Statement of Operations - November 30, 2006


                                      Before Adjustment                After              Difference

Gain on Disposition Of Subsidiary       $          0               $    623,520         Cr $    623,520


Interest Expense                        $   (387,774)              $   (881,700)        Dr $    493,926

Minority Interest                       $     96,784               $          0         Dr $     96,784

Net (loss)                              $ (8,105,288)              $ (8,072,478)        Dr $     32,810
       We restated the Convertible Notes Payable to reflect the proper accounting
treatment of Convertible Debt with BCF as mentioned in Note 2, Convertible Debt.
This added $1,400,756 to the Convertible Debt Discount and an additional $493,926 to the Interest Expense. The Minority Interest was changed to correctly
reflect the accounting treatment of the sale of the Company's subsidiary shares
in 2006 as a capital gain and to set the Minority Interest to a $0 balance in
this case where there is a negative stockholders equity on the books of the
Company's subsidiary. The net effect of the change in Gain on Disposition of
Subsidiary, additional Interest Expense and the removal of the Minority Interest
is to reduce the 2006 Net Loss by $32,810.
      

                                      F-18`