MILLENIA HOPE INC.
                               Filing Type: 10KSB
                           Description: Annual Report
                            Filing Date: April 8,2005
                          Period End: November 30, 2004

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

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

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

For the fiscal year ended November 30, 2004

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

For the transition period from ____________ to _______________

Commission file number ___________________

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

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

4055 St. Catherine West, Suite 151
Montreal, Quebec                            H3Z 3J8
(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: $0

As of March 31, 2005, 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 $16,064,137. At March 31, 2005,
88,030,684 shares of issuer's common stock were outstanding.

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                               MILLENIA HOPE INC.

FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
SECTION

PART 1

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

PART II

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

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

PART III

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

PART IV

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

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PART I.

Item 1. Description of Business.

(a)   Business Development

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

(b)   Business of Issuer

MILLENIA was formed to further develop and distribute an anti-malarial agent
called MMH MALAREX(TM) (the "Product"). As disclosed later, the Company has also
acquired the rights to another anti-material agent, TRANEX18.

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

MALARIA, THE DISEASE

Malaria is predominant in four regions of the world:

     Africa
     India
     South East Asia
     Central and South America

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

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Latin America malaria cases. P. Falciparum is the form of malaria that Millenia
Hope is working to combat, accounting for approximately 55-60% or 275-300
million of the known cases of malaria and approximately 850,000 - 1,500,000
deaths.

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

CURRENTLY AVAILABLE TREATMENTS

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

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

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

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

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

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

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

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

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

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

As per a study done by the Center for Disease Control (CDC) in Atlanta, Georgia,
(2001),

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there is up to 70% resistance to three most likely used anti-malarials in West
Africa, Chloroquine, Sulfadoxone and Mefloquine. It is imperative to develop new
anti-malarial drugs to fight the problem of parasitic resistance to the drugs
currently being used. 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

MMH MALAREX(TM)

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

The final refining process, using the species called Peschiera Fuelsiaefolia
found in Brazil and Madagascar, was successfully implemented by the research
team of Silvia Rossi and Guiseppe Motta, operating in Europe in 1997.
Thereafter, Millenia bought all rights to MMH MALAREX(TM) from the co-owners of
the patent applications, Mr. Rossi and Mr. Motta on January 7, 1998. Currently,
Millenia has been given the authorization to sell MMH MALAREX(TM) in 14 West
African countries, Guinea (Conakry), and Congo (Brazzaville), Togo, Benin,
Burundi, Central African Republic, Gabon and Chad, Niger, Mali, Senegal,
Democratic Republic of Congo, Guinea (Equatorial) and Cameroon the East African
nation of Ghana, as well as the Caribbean nation of the Dominican Republic.

Extracted from natural sources, MMH MALAREX(TM) is not a synthetically derived
drug. MMH MALAREX(TM) 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 MMH
MALAREX(TM) there was no need to take post treatment vitamins or other additives
for restructuring the immune system. Moreover, because of its immune-modulatory
properties (see test results - Journal of Natural Products vol. 57 November
1994), the extract is non-allergenic and non habit forming. Currently, MMH
MALAREX(TM) (Voacamine) is produced in capsule form.

In 2001 Millenia acquired an interest in the assets of Cibecol Industrial
Farmaceutica Ltda (see note 6 to the Financial Statement). Once MMH Malarex(TM)
goes into full scale commercialization, Millenia will use the Brazilian facility
for the production of voacamine, the active agent in MMH MALAREX(TM). Brazil is
one of the major sources of the raw material, Peschiera Fuchsiaefolia, needed to
produce MMH MALAREX(TM).

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

TRANEX18

In January 2005, Millenia Hope acquired the global patent rights to develop,
manufacture and distribute, for all indications, TRANEX18, whose active
ingredient is Tetrandrine, from inventor Dr. Knox Van Dyke, an internationally
renowned researcher from the University of West Virginia.

TRANEX18 aids the treatment of drug resistant strains of malaria when
administered together with standard therapies. Dr. Knox Van Dyke is scheduled to
present clinical data and trial proposals to the Medicines for Malaria Venture
(MMV), a non-profit organization, charged with the mission to identify and fund
new antimalarial medications. Furthermore, TRANEX18 will be tested at the Walter
Reed Medical Center in Washington, DC, for its Anti-malarial properties.

TRANEX18 also demonstrated efficacy in colorectal cancer patients in the
clinical setting. Phase III FDA trials, in this indication, are ongoing in the
United States.

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MARKET SIZE

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

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

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

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

DISTRIBUTION AND PRICING

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

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

PATENTS AND OTHER RIGHTS PURCHASED

Millenia has purchased the patent rights and all other rights to MMH MALAREX(TM)
and TRANEX18, as well as all its attended research and development data, from
the commencement of initial research to the extraction of the drug. In the
future, as other products are developed and come on line or are purchased,
Millenia will take all necessary steps to see that its product have the full
measure of legal protection. Furthermore; should there be any questions of
infringement on its proprietary rights, Millenia will be aggressive in asserting
its legal position.

Currently, its 2 anti-Malarial drugs, MMH MALAREX(TM) and TRANEX18, are
protected under patent applications filed covering their development. All the
required documentation has been filed along with the patent applications.

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

A US Patent Application was registered for TRANEX18 September 26, 2000. In
September 2000, Millenia's PCT (International) Patent Application for MMH
MALAREX(TM), was accepted. Millenia is currently in

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the process of registering upgraded international patent protection. As well,
Millenia has made registered use and trademark applications for MMH MALAREX(TM).
Following recent tests, the company foresees registering further patent coverage
in other indications, as well.

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:

      -     1998 - 74 patients suffering from Falciparum Malaria

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

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

                  Initial trial to establish treatment dosage levels

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

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

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

      -     reduction from their previous levels.

      -     Side effects, 2 cases of nausea.

                  Follow-up trials

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

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

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

      -     November 2001, 30 patients suffering from acute Falciparum Malaria

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

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

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

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      -     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.

      -     February 2004, 31 patients suffering Falciparum Malaria

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

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

                  Upcoming trials

MMH MALAREX(TM) for children is presently being tested in a comparative study of
360 children, from 12 to 60 months of age, that have non-complicated malaria
against another called Arthemisinin. This study is being conducted by Dr. Nambei
in RCA, using World Health Organizations (WHO) protocols and monitored by WHO,
UNICEF and the Pasteur Institute. This product is in the form of a liquid shake,
making it easier for younger children to swallow.

A second trial, utilizing WHO protocols for comparative studies, in conjunction
with the Minister of Public Health of RCA and Dr. Nambei, on 52 patients, will
start in summer 2005, in order to assess the efficacy of our product as a
frontline treatment against malaria. This will also allow Millenia Hope the
opportunity of presenting our product as an efficient and effective treatment,
to be included in the arsenal of anti-malarial agents by WHO.

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

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

GOVERNMENT REGULATIONS

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

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 16 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 MMH MALAREX(TM) is an all natural products and not chemically
produced, its potentially damaging side effects are minimized. This does not
mean that no side effects might occur, even with the most rigorous testing
standard applied, but rather that by their nature this compound is inherently
less susceptible. This being noted, as the product has been authorized for use
as an anti-malarial drug in 16 countries, and will soon be entering the
commercialization phases, 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 May 29, 2000, the company acquired thirty five million seven hundred thousand
(35,700,000) shares of SWORD COMP-SOFT CORP., this being 76.5% of SWORD's
outstanding shares at the time, at a cost of five million (5,000,000) common
shares, and five million warrants (5,000,000), entitling the registered holder
thereof to purchase one share of common stock at a price of two dollars ($2),
expiring on May 29, 2003. This transaction was at arms length with a third
party.

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On March 5, 2003, Millenia divested its entire holding in Sword Comp-Soft, this
being 30.7 million common shares. The aforementioned shares were tendered back
to Sword Comp-Soft, in exchange for a $700,000 U.S. note, due June 30, 2006,
Sword's Medico Center site, Medico Research, any other related Medico ASP work
and all the attended backup documentation, computer line code etc., all as per
the agreement signed on November 5, 2003. As of November 30, 2004, Sword owed
Millenia approximately $559,000, which has been fully reserved.

On May 31, 2001, Millenia Hope and Liquid Asset Corp. signed a purchase
agreement, the terms of which give Millenia the exclusive worldwide rights to
oxygenate intravenous solutions until September 1, 2005 with an option to
purchase these same rights for a further 5 year period. The purchase price for
these rights to September 1, 2005 was $500,000 in cash, 6 million Millenia Hope
common shares and 2 million non-registered common shares of Sword Comp-Soft
Corp. that are owned by Millenia. The North American intravenous solution
market, per estimates of Frost & Sullivan, is approximately $1.3 billion and the
rest of the international market is about an additional $1.5 billion.

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

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

As per the agreement between Millenia Hope Inc. and Cibecol Industrial
Farmaceutica Ltda, the assets purchased by Millenia Hope from Cibecol were to
have been transferred into a newly formed corporation, to be owned 68% by
Millenia Hope and 32% by Cibecol Industrial or any Cibecol designee, by October
7, 2002. As this had not yet occurred and due to lapses of communication with
Cibecol, Millenia decided to write down its investment in Cibecol to $ 1 pending
the legal registration of its assets. Management fully expects to properly and
legally formalize its deal with Cibecol.

Employees

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

Dr. Alexander Kavic - Vice Chairman of the Board of Directors

Evaluating ongoing projects and developments. Initiates future strategic plans
and has the deciding vote at any dead-locked Board meeting. Devotes 1 day per
week to company matters. Resident of Pittsburgh, Pennsylvania.

Mr. Leonard Stella - Chief Executive Officer - Director.

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

Mr. Yehuda Kops - Chief Operating Officer - Director.

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

Mr. Hugo Valente - CFO - Director.

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

Mr. Raymond Roy - Executive VP - Director.

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

Dr. Meir Sacks - Chief of Pharmacology.

Responsible for coordinating and overseeing all medical and scientific testing,
assessing any deficiencies in the scientific methodology of Millenia and
rectifying them. Identify new antimalarial agents and helps raise the efficacy
of MMH MALAREX(TM). Heads the Scientific Advisory Committee. Devotes 1 day a
week to the company and is always available for consultations and scientific
discussions - resident of Pittsburgh, Pennsylvania.

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Dr. Soriba Cisse - VP research and Development

Responsible for evaluation and coordination of all scientific data and trials
and ensuring that MMH MALAREX(TM)'s scientific platform is comprehensive and
complete. Work done under and in conjunction with Dr. Sacks. Devotes full time
to company - Montreal resident.

Mr. Jacky Quan - Executive VP - Treasurer

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

Mr. Thomas Bourne - Secretary

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

Mr. Jeffrey Brooks - VP Operations

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

Mrs. Antigoni Liapis - Executive Secretary

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

In addition to its ten 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 leases its corporate offices at 4055 St. Catherine Street, Suite
151, Montreal, Quebec at annual rental , including office expenses, of US
$54,000 pursuant to the terms of a one year lease commencing September 1, 2004.

Item 3. Legal Proceedings

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

Item 4 Submission of Matters to a Vote of Security Holders

The Board of Directors authorized the creation of 50 million preferred shares.
As well, the authorized number of common shares had been authorized to be raised
to 180 million shares from 70 million. These two measures will give the
corporation more flexibility in attracting fresh capital. The aforementioned
were voted on by the holders of the common shares at Millenia Hope's annual
meeting, held July 15, 2004 in Newark, Delaware. By a majority of 51.2% of the
eligible voting common shares the authorized common stock was raised to 180
million shares. By a majority of 51.3% of the eligible voting common shares the
50 million preferred blank cheques shares were authorized.

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

(a)   Market Information

The Company's Common Stock is currently quoted for trading on the OTC Bulletin
Board under the symbol MLHP. The following table sets forth the range of
quarterly, high and low sale prices for the Company's Common Stock from the
inception of quotation during the fourth quarter of 1998 and for 1999 through
1(st) quarter of 2005. The quotations represent inter-dealer quotations without
adjustment for retail markups, markdowns or commissions, and may not necessarily
represent actual transactions.

<PAGE>

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

Of the 88,030,684 shares of common stock outstanding at March 31, 2005,
52,834,157 shares are currently subject to the resale restrictions and
limitations of Rule 144. In general, under Rule 144 as currently in effect,
subject to the satisfaction of certain other conditions, a person, including an
affiliate, or persons whose shares are aggregated with affiliates, who has owned
restricted shares of common stock beneficially for at least one year is entitled
to sell, within any three-month period, a number of shares that does not exceed
1% of the total number of outstanding shares of the same class. In the event the
shares are sold on an exchange or are reported on the automated quotation system
of a registered securities association, you could sell during any three-month
period the greater of such 1% amount or the average weekly trading volume as
reported for the four calendar weeks preceding the date on which notice of your
sale is filed with the SEC. Sales under Rule 144 are also subject to certain
manner of sale provisions, notice requirements and the availability of current
public information about us. A person who has not been an affiliate for at least
the three months immediately preceding the sale and who has beneficially owned
shares of common stock for at least two years is entitled to sell such shares
under Rule 144 without regard to any of the limitations described above.

<PAGE>

(b)   Holders

As of March 31,2005, there were over 2000 holders of the Company's common stock.

(c)   Dividends

The Company has had no earnings to date, nor has the Company declared any
dividends to date. The payment by the Company of dividends, if any, in the
future, rests within the discretion of its Board of Directors and will depend,
among other things, upon the Company's earnings, its capital requirements and
its financial condition, as well as other relevant factors. The Company has not
declared any cash dividends since inception, and has no present intention of
paying any cash dividends on its Common Stock in the foreseeable future, as it
intends to use earnings, if any, to generate growth.

(d)   Recent Sales of Unregistered Securities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

Warrants and Options

On February 28, 2000, the company issued 4,644,156 warrants, currently
exercisable at $1.00 per share until June 30, 2006, to settle related party
notes pursuant to the exemption contained in Regulation S.

Description of Securities.

(a) Common or Preferred Stock

The Company is authorized to issue 180 million shares shares of Common
Stock,$0.0001 par value, of which 88,030,684 shares were issued and outstanding
as of March 31,2005. Each outstanding share of Common Stock is entitled to one
(1) vote, either in person or by proxy, on all matters that may be voted upon
the owners thereof at meetings of the stockholders.

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

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

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

(b) Debt Securities.

The Company has not issued any debt securities to date.

C) Other securities to be Registered

None.

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

Special Note Regarding Forward-Looking Statements

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

Plan of Operation.

The following discussion should be read in conjunction with the financial

<PAGE>

statements and related notes which are included elsewhere in this prospectus.
Statements made below which are not historical facts are forward-looking
statements. Forward-looking statements involve a number of risks and
uncertainties including, but not limited to, general economic conditions and our
ability to market our product.

The business objectives of Millenia are twofold. First and foremost is to
establish MMH MALAREX(TM) as an accepted control agent for the treatment and
prevention of malaria throughout the world. We believe that MMH MALAREX(TM) is a
highly effective anti-malarial drug, and will be made available at prices that
are competitive for a new anti-malarial agent with no parasitic resistance. The
availability and pricing of MMH MALAREX(TM), we believe, will ensure its
acceptability and use in the fight against malaria. To this end the company is
involved with ongoing clinical trials of MMH MALAREX(TM). As of February 28,
2005, Millenia Hope had received 14 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) and Cameroon, 1 from the East African nation of
Ghana and one from the Caribbean nation of the Dominican Republic. We are
awaiting, sales authorizations from several other African nations. Based on
management's best estimates, Millenia hopes to sell in excess of 300,000
treatments of MMH MALAREX(TM), in at least 2 major markets (or $3 million US),
by the end of fiscal 2005.

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

It is estimated the demand for MMH MALAREX(TM) will increase as it becomes one
of the accepted choices in the fight against malaria. Millenia has chosen to
remain conservative and has established a goal of capturing 1 1/2% - 2% ($150 -
$200 million) of the marketplace in five years, from the commencement of its
initial sales. According to the company's internal estimates, based upon it's
knowledge of the industry, attaining this sales level will ensure the viability
and profitability of the Company for its shareholders. No assurance can be given
that the Company will meet its sales goals.

Secondly, Millenia is committed to ongoing research and development, to expand
the efficacy of MMH MALAREX(TM) and its derivatives and other acquired or to be
acquired products, in fighting infectious diseases. As the company has not yet
made any significant sales of its product, it is difficult for management to
evaluate the growth curve of product sales. However, given the market size and
the recognized need, by the world's premier anti-malaria organizations (WHO,
etc.) for new, viable and effective drugs, the Company believes that it will not
have a problem generating sales, thereby creating positive cash flow, once the
negotiations for its initial sales have been finalized.

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

On March 5, 2003, Millenia divested its entire holding in Sword Comp-Soft, this
being 30.7 million common shares. The aforementioned 30.7 million shares were
tendered back to Sword Comp-Soft in exchange for a $700,000 U.S. note, due June
30, 2006 and Sword's Medico Center site, Medico Research, any other related
Medico ASP work and all the attended backup documentation, computer line code
etc., all as per the agreement signed on March 5, 2003. As of November 30, 2004,
Sword owed Millenia approximately $559,000, which is fully reserved.

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

As per the agreement between Millenia Hope Inc. and Cibecol Industrial
Farmaceutica Ltda, the assets purchased by Millenia Hope from Cibecol were to
have been transferred into a newly formed corporation, to be owned 68% by

<PAGE>

Millenia Hope and 32% by Cibecol Industrial or any Cibecol designee, by October
7, 2002. As this has not yet occurred, Millenia has decided to write down its
investment in Cibecol to $ 1 pending the legal registration of said assets.
Management fully expects to properly and legally formalize its deal with
Cibecol.

Millenia has incorporated a wholly owned Canadian subsidiary, Millenia Hope
Pharmaceuticals Ltd. Millenia Pharmaceuticals will handle all marketing,
distributing and sales of MMH MALAREX(TM). As well, Millenia Pharmaceuticals is
investigating the ramifications and potentialities of building a research and
production laboratory, to be located in the greater Montreal region, within the
next 24 months. As of the current, Millenia Hope Pharmaceuticals has had no
activity.

Furthermore, on May 13, 2004, Millenia had incorporated Millenia Hope
Pharmaceutical (UK) Limited, a British company, to be its European presence. As
of the current, Millenia UK activity has had no activity.

As well, Millenia had incorporated, on September 17, 2004 Millenia Hope
Pharmaceutical ((HK) Limited, a Hong Kong company, to be its Asian marketing and
distributing arm. As of the current, Millenia HK has had no activity.

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

On May 31, 2001, Millenia Hope and Liquid Asset Corp. signed a purchase
agreement, the terms of which give Millenia the exclusive worldwide rights to
oxygenate intravenous solutions until September 1, 2005 with an option to
purchase these same rights for a further 5 year period. The purchase price for
these rights to September 1, 2005 is $500,000 in cash, 6 million Millenia Hope
common shares and 2 million non-registered common shares of Sword Comp-Soft
Corp. that are owned by Millenia. The North American intravenous solution
market, per estimates of Frost & Sullivan, is approximately $1.3 billion and the
rest of the international market is about an additional $1.5 billion.

Year ended November 30, 2004 Compared to Year Ended November 30, 2003.

Total revenue for 2003 was $2,500 as compared to $0 in revenue for the same
period 2004.

In 2004 we had $2,255,117 of operating expenses vs. $754,422 in 2003, broken
down as follows:

In 2003, we paid two of our principal officers $360,000 in salaries, via the
issuance of common shares. $656,629 salaries were expensed in 2004 to 5 of our
officers, of which $600,000 remains unpaid, as of Feb. 28, 2005.

In 2003 Rental costs were $51,540, while the 2004 rental expense was $250,126.
2004's greater expense was due to a settlement of 2003 and 2002 rental arrears
for shares whose fair market value exceeded the debt due by $213,150.

We had marketing expenses of $231,098 in year 2003 and $803,681 in 2004. Our
increased expenses are due to a greater effort on promoting MMH MALAREX(TM),
preparatory to receiving our first large commercial sales order. We made
significant progress in our effort to fill our initial sales order in several
West African and 1 East African nation. This entails enlisting entities that
have entree into governmental departments and already established distribution
networks.

We incurred other development costs of $6,727 during 2003 as compared to
$272,087 for the year 2004. This represents some samples and testing expenses to
receive sales authorizations in 2003 as opposed to the cost of receiving 8
further selling authorizations in 2004, plus development costs for several
completed and ongoing MMH MALAREX(TM) trials in 2004, in the Republic of Central
Africa (RCA), and preliminary costs for planned tests to start in the Dominican
Republic, Ghana, RCA and Benin.

General and administrative and amortization expenses were $272,594 for the year
2004. This represented an increase of $167,537 from $105,107 for 2003. This
increase was attributable to an increase in day to day operating expenses, such
as office and consulting fees which rose $55,800 in 2004, in our effort to bring
our initial sales of MMH MALAREX(TM) to market and to expose our company in the
public marketplace.

In 2004 we took a $559,739 reserve against our note receivable, whereas 2003 had
no reserve.

In 2003 we realized a net gain on the disposition of a former subsidiary of
$674,809 vs. no gain in 2004.

As a result of the foregoing we incurred a net loss of $2,774,149 for the year
2004, compared to a loss of $44,153 for the year 2003.

Liquidity and Capital Resources

Net cash used in financing operating and investing activities from December 01,
2003, through November 30, 2004, was $0. At November 30, 2004, we had an
accumulated deficit from operating activities of $2,761,850.

<PAGE>

Effect of Recent Accounting Pronouncements

In November 2004, the FASB issued SFAS 151, "Inventory Costs." SFAS 151 amends
the accounting for abnormal amounts of idle facility expense, freight handling
costs, and wasted material (spoilage) UNDER THE GUIDANCE IN arb 43, Chapter 4,
"inventory Pricing" Paragraph 5 of ARB 43, chapter 4, previously stated that
"... under some circumstances, items such as idle facility expense, excessive
spoilage, double freight, and rehandling costs may be so abnormal a to require
treatment as current period charges..." this Statement requires that those items
be recognized as current-period charges regardless of whether they meet the
criterion of "so abnormal." In addition, this Statement requires that allocation
of fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. This statement is effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. Management
does not expect adoption of SFAS 151 to have a material impact on the Company's
financial statements.

In December 2004, the FASB issued SFAS 152, "Accounting for Real Estate
Time-Sharing Transactions." The FASB issued this Statement as a result of the
guidance provided in AICPA Statement of Position (SOP) 04-2, "Accounting for
Real Estate Time-Sharing Transactions." SOP 04-2 applies to all real estate
time-sharing transactions. Among other items, the SOP provides guidance on the
recording of credit losses and the treatment of selling costs, but does not
change the revenue recognition guidance in SFAS 66, "Accounting for Sales of
Real Estate," for real estate time-sharing transactions. SFAS 152 amends
Statement 66 to reference the guidance provided in SOP 04-2. SFAS 152 also
amends SFAS 67, "Accounting for Costs and Initial Rental Operations of Real
Estate Projects", to state that SOP 04-2 provides the relevant guidance on
accounting for incidental operations and costs related to the sale of real
estate time-sharing transactions. SFAS 152 is effective for years beginning
after June 15, 2005, with restatements of previously issued financial statements
prohibited. Management does not expect adoption of SFAS 152 to have a material
impact on the Company's financial statements.

In December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary Assets,"
an amendment to Opinion No. 29, "Accounting for Nonmonetary Transactions."
Statement 153 eliminates certain differences in the guidance in Opinion No. 29
as compared to the guidance contained in standards issued by the International
Accounting Standards Board. The amendment to Opinion No. 29 eliminates the fair
value exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance. Such an exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring
in periods beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges occurring in periods beginning after December 16,
2004. Management does not expect adoption of SFAS 153 to have a material impact
on the Company's financial statements.

In December 2004, the FASB issued SFAS 123(R), "Share-Based Payment." SFAS
123(R) amends SFAS 123, "Accounting for Stock-Based Compensation," and APB
Opinion 25, "Accounting for Stock Issued to Employees." SFAS 123(R) requires
that the cost of share-based payment transactions (including those with
employees and non-employees) be recognized in the financial statements. SFAS
123(R) applies to all share-based payment transactions in which an entity
acquires goods or services by issuing (or offering to issue) its shares, share
options, or other equity instruments (except for those held by an ESOP) or by
incurring liabilities (1) in amounts based (even in part) on the price of the
entity's shares or other equity instruments, or (2) that require (or may
require) settlement by the issuance of an entity's shares or other equity
instruments. This statement is effective (1) for public companies qualifying as
SEC small business issuers, as of the first interim period or fiscal year
beginning after December 15, 2005, or (2) for all other public companies, as of
the first interim period or fiscal year beginning after June 15, 2005, or (3)
for all nonpublic entities, as of the first fiscal year beginning after December
15, 2005. Management is currently assessing the effect of SFAS No. 123(R) on the
Company's financial statements.

Item 7. Financial Statements.

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

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

On March 14, 2005 we hired the firm of Stark Winter Schenkein & Co., LLP to be
our auditors. The previous accountants, Richler & Tabac, resigned and have no
further business with Millenia Hope. There have been no disagreements with
Richler & Tabac or Stark Winter Schenkein & Co., LLP. Prior to our hiring of
Stark Winter Schenkein & Co., LLP. , there was no relationship at all between
Millenia and Stark Winter Schenkein & Co., LLP.

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

<PAGE>

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

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

(a) Directors and Executive Officers.

Name                               Age   Position
----                               ---   --------
Alexander Kavic                    66    Vice-Chairman of the Board of Directors

Leonard Stella                     43    CEO - Director

Yehuda Kops                        50    COO - Director

Hugo Valente                       54    CFO - Director

Raymond Roy                        55    Executive VP - Director

Meir Sacks                         38    Chief Pharmaceutical Officer

Soriba Cisse                       48    VP Research Development

Jacky Quan                         36    Executive VP, Treasurer

Thomas Bourne                      60    Secretary

Jeffrey Brooks                     54    VP Operations

Dr. Alexander Kavic, Vice Chairman of the Board of Directors

Dr. Kavic received his M.D. in 1968 and his Board certification in Emergency
Medicine in 1987. Dr. Kavic's many professional appointments, medical
consultanships, licensures and volunteer placements are too numerous to list.
Amongst his accomplishments, over the previous 4 decades, are the Chairmanship
of the Aliquippa Community Hospital and its sister foundation and being elected
as a member of the Board of Trustees and Chairman of the Department of Emergency
Medicine of Monsour Medical Center. Dr. Kavic is the acting chairman of
Millenia, in the interim period before the appointment of a permanent Chairman
of the Board.

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.

Mr. Yehuda Kops, Chief Operating Officer, Director

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

<PAGE>

Hugo Valente, CA, CFO - Director.

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

Mr. Raymond Roy, Executive VP - Director.

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

Dr. Meir Sacks, Chief of Pharmacology

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

Dr. Soriba Cisse, VP Research - Development

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

Mr. Jacky Quan VP - Executive VP, Treasurer

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

Mr. Thomas Bourne, Secretary.

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

Mr. Jeffrey Brooks- V.P. Operations.

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

<PAGE>

(b) Significant Employees

None

c) Family Relationships

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

(d) Involvement in Certain Legal Proceedings.

Legal proceedings have been instituted against the company by a third party
claiming $158,000 with respect to alleged services rendered to the company.
Payment of these services was to have been made by the Company by the Issue of
607,00 shares of common stock having a market value of $158,000 as at the date
of the alleged rendering of services. It is management's opinion that these
services were never rendered and accordingly, no provision for this claim has
been made in the accounts.

(e) 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 which was signed into law by President bush in July
2002, the Company's directors have without success, attempted to obtain
independent directors to serve on the Board of Directors and on a newly formed
audit committee. In the event the Company is successful in the future in
obtaining independent directors to serve on the Board of Directors and on a
newly formed audit committee, of which there can be no assurances given, the
Board of Directors would first adopt a written charter. Such charter would be
expected to include, among other things:

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

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

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

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

      -     reviewing the independence of the independent auditors;

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

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

      -     all responsibilities given to the Audit Committee by virtue of the
            Sarbanes-Oxley Act of 2002, which was signed into law by President
            George W. Bush on July 30, 2002.

      Code of Ethics

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

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

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

      -     Compliance with applicable governmental law, rules and regulations;

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

<PAGE>

      -     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.

Item 10. Executive Compensation.

      (a) General

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Name and                                                                     Long-term
Principal Position                        Year      Salary         Bonus     Compensation: Shares
-------------------------------------------------------------------------------------------------
<S>                                       <C>       <C>            <C>       <C>
Leonard Stella                            2003      $235,000       0         4,710,000 common shares of Millenia Hope
Chief Executive Officer and Director

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

Jacky Quan                                2004      $120,000       0         0
Executive VP, Treasurer

Leonard Stella                            2004      $161,673       0         0
Chief Executive Officer, Director

Yehuda Kops                               2004      $128,056       0         0
Chief Operating Officer, Director

Hugo Valente                              2004      $123,700       0         0
Chief Financial Officer, Director

Raymond Roy                               2004      $123,200       0         0
Executive Vice President, Director
</TABLE>

(b) Compensation of Directors

None

(c) Options /SAR Grants in last year

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.

<PAGE>

(h) Report on Repricings of Options/SARs

None.

Item 11 Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of March 31, 2005, certain information
concerning the ownership of the Company's Common Stock by: (i) each person who
is known by the Company to own beneficially 5% or more of the outstanding shares
of common stock; (ii) each of the Company's directors; and (iii) the name of
each executive officer, both in respect to the number of shares owned by each
person and the percentage of the outstanding shares represented thereby that
also sets forth such information for directors and executive officers as a group
(see item 6 (b) and (c)). Except as otherwise indicated, the stockholders listed
in the table have sole voting and investment powers with respect to the shares
indicated. Pursuant to the rules of the Securities and Exchange Commission,
shares of common stock which an individual or a group has a right to acquire
within 60 days of March 31, 2005 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)                   4,710,000                5.35

Yehuda Kops (1)                      2,500,000                2.84

Raymond Roy (1)                        500,000                0.57

All Directors and Executive
Officers as a group (3 persons)      7,710,000                8.76

----------

Item 12. Certain Relationships and Related Transactions.

None

Item 13. Financial Statements and Exhibits.

(a) List of Financial Statements filed herewith.

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

      Independent Auditors' Report

      Balance Sheet (11/30/04

      Statement of Operations (Years ended 11/30/04 and 11/30/03), and from
      inception to 11/30/04

      Statement of Shareholders' Equity (From inception to 11/30/04)

      Statement of Cash Flows (Years ended 11/30/04 and 11/30/03, and from
      inception to 11/30/04)

      Notes to the Finance Statements (year ended 11/30/04)

(b) List of Exhibits.

      Amendment to the Company's Charter

      Reports on Form 8-k

Item 14. Principal Accountant Fees and Service

Audit Fees

For the fiscal year ended November 30, 2004, the aggregate fees billed for
professional services rendered by Stark Winter Schenkein & Co., LLP
("independent auditors") for the audit of the Company's annual financial
statements totaled approximately $16,500.

<PAGE>

Financial Information Systems Design and Implementation Fees

For the fiscal year ended November 30, 2004 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, 2004 there was $0 in fees billed for
other service.

Sarbane Oxley Declarations

                                   SIGNATURES

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

                                              MILLENIA HOPE INC.


Date: April 8, 2005                     /s/ Alexander Kavic
                                        ---------------------------------
                                        Alexander Kavic, Vice Chairman and
                                        Director


Date: April 8, 2005                     /s/ Leonard Stella
                                        ---------------------------------
                                        Leonard Stella, CEO and Director


Date: April 8, 2005                     /s/ Yehuda Kops
                                        ---------------------------------
                                        Yehuda Kops, Chief Operating Officer and
                                        Director
                                        (Principal Financial Officer)

<PAGE>

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

                              Financial Statements
                                November 30, 2004

<PAGE>

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

Financial Statements
November 30, 2004

Contents

Report of Independent Registered Public Accounting Firm                        1

Report of Independent Auditors                                                 2

Balance Sheet                                                                  3

Statements of Operations                                                       4

Statement of Stockholders' Equity (Deficit)                                5 - 9

Statements of Cash Flows                                                      10

Notes to Financial Statements                                            11 - 22

<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCCOUNTING FIRM


To the Board of Directors and Shareholders
Millenia Hope, Inc.


We have audited the balance sheet of Millenia Hope,  Inc. (A  Development  Stage
Company) as of November  30, 2004,  and the related  statements  of  operations,
changes  in  stockholders'  equity  (deficit)  and cash  flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Millenia Hope, Inc.
(A  Development  Stage  Company) as of November 30, 2004, and the results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As discussed in Note 3 the Company has
been in the  development  stage since  inception.  In addition,  the Company has
incurred significant losses since inception. Realization of the Company's assets
is  dependent  upon  the  Company's   ability  to  meet  its  future   financing
requirements,  and  the  success  of  future  operations.  These  factors  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of  recorded  assets,  or the  amounts  and
classifications  of  liabilities  that might be  necessary in the event that the
Company cannot continue in existence.


Stark Winter Schenkein & Co., LLP
Certified Public Accountants

Denver, Colorado
April 5, 2005


<PAGE>

      Auditors' Report


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


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

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

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

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


Richler & Tabac (signed)


Chartered Accountants
General Partnership

Montreal, Quebec
March 17, 2004
<PAGE>

                               Millenia Hope Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                                November 30, 2004

<TABLE>
<S>                                                                 <C>
                                     Assets
Current Assets                                                      $         --
                                                                    ------------

Property and equipment                                                     3,337
                                                                    ------------

                                                                    $      3,337
                                                                    ============

                      Liabilities & Stockholders' (Deficit)
Current Liabilities
  Accounts payable and accrued liabilities                          $    673,480
  Bank overdraft                                                             172
                                                                    ------------
              Total Current Liabilities                                  673,652
                                                                    ------------

Stockholders' (Deficit)
  Common Stock, $.0001 par value; 180,000,000 shares authorized,
    66,488,743 issued and outstanding                                      6,649
  Paid in Capital                                                     11,687,076
  Treasury Shares, at cost                                                   100
  Deferred Stock Compensation                                         (1,098,923)
  (Deficit) Accumulated During the Development Stage                 (11,265,217)
                                                                    ------------
                                                                        (670,315)
                                                                    ------------

                                                                    $      3,337
                                                                    ============
</TABLE>

See the accompanying notes to the financial statements.


<PAGE>

                               Millenia Hope Inc.
                          (A Development Stage Company)
                            Statements of Operations
                   Years Ended November 30, 2004 and 2003, and
       the Period From Inception (December 24, 1997) to November 30, 2004

<TABLE>
<CAPTION>
                                                     Year Ended       Year Ended      Inception to
                                                     November 30      November 30      November 30
                                                        2004             2003             2004
                                                    ------------     ------------     ------------
<S>                                                 <C>              <C>              <C>
Revenues                                            $         --     $      2,500     $  1,073,718

Cost of Sales                                                 --               --          579,211
                                                    ------------     ------------     ------------

Gross Profit                                                  --            2,500          494,507
                                                    ------------     ------------     ------------

Operating Expenses
  Stock compensation expense                           1,423,013          486,539        3,723,380
  Patent rights                                               --               --        1,005,827
  Selling, general and administrative                    832,104          265,883        4,240,264
                                                    ------------     ------------     ------------
                                                       2,255,117          752,422        8,969,471
                                                    ------------     ------------     ------------

Operating (Loss)                                      (2,255,117)        (749,922)      (8,474,964)
                                                    ------------     ------------     ------------

Other income (expense)
  Gain on disposition of subsidiary                           --          746,808          737,262
  Interest Income                                         40,707           30,960           84,098
  Interest expense                                            --               --         (179,212)
  Write-off of leasehold improvements                         --               --           (2,663)
  Write-off of notes receivable, related parties        (559,739)              --         (629,739)
  Write-off of other assets                                   --               --       (2,799,999)
                                                    ------------     ------------     ------------
                                                        (519,032)         777,768       (2,790,253)
                                                    ------------     ------------     ------------

Income (Loss) Before Non-Controlling Interest         (2,774,149)          27,846      (11,265,217)
                                                    ------------     ------------     ------------

Non-controlling interest                                      --           71,999               --

                                                    ------------     ------------     ------------
Net (Loss)                                          $ (2,774,149)    $    (44,153)    $(11,265,217)
                                                    ============     ============     ============

Per share information - basic and diluted:
Weighted Average Number of Common
  Shares Outstanding                                  58,305,785       28,934,976
                                                    ============     ============

(Loss) Per Common Share                             $      (0.05)    $      (0.00)
                                                    ============     ============
</TABLE>

See the accompanying notes to the financial statements.


<PAGE>

                               Millenia Hope, Inc.
                          (A Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
             Inception (December 24, 1997) through November 30, 2004

<TABLE>
<CAPTION>



                                                                 Common Stock              Paid in     Subscriptions
                                                            Shares          Amount         Capital       Receivable
                                                       -------------------------------------------------------------
<S>                                                       <C>           <C>             <C>            <C>
Balance Beginning December 24, 1997                               --    $         --    $         --   $         --
Proceeds from December 1997
private placement                                          4,000,000             400          19,800             --
Proceeds from February 1998
private placement                                          6,100,000             610         426,390             --
Net (loss) year ended November 30, 1998

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

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

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

January 17, 2000 exercise of warrants                        563,000              56          50,614             --
January 20, 2000 cancellation of
founder's common stock                                    (1,000,000)           (100)             --             --
February 29, 2000 warrants issued to
settle debt                                                       --              --       1,393,247             --
May 29, 2000 issue of common stock
for acquisition                                            5,000,000             500         128,978             --
May 31, 2000 exercise of warrants                          4,398,944             440         395,652             --
July 10, 2000 exercise of warrants                           353,351              36          31,766             --
August 11, 2000 Richgold's common
stock reimbursement                                               --              --       1,165,000             --
August 31, 2000 collection of
subsidiary share receivable                                       --              --          63,709             --
Net (loss) year ended November 30, 2000

--------------------------------------------------------------------------------------------------------------------
Balance November 30, 2000                                 20,526,515           2,053       5,189,260             --

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

--------------------------------------------------------------------------------------------------------------------
Balance November 30, 2001                                 35,067,515           3,507       7,933,953       (293,750)

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

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

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

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

<CAPTION>
                                                                                                      (Deficit)
                                                                                                     Accumulated
                                                                                       Deferred       During the
                                                               Treasury Stock           Stock        Development
                                                          Shares           Amount    Compensation        Stage           Total
                                                       ---------------------------------------------------------------------------
<S>                                                       <C>         <C>            <C>             <C>             <C>
Balance Beginning December 24, 1997                    $         --             --   $         --    $         --    $         --
Proceeds from December 1997
private placement                                                --             --                             --          20,200
Proceeds from February 1998
private placement                                                --             --                             --         427,000
Net (loss) year ended November 30, 1998                                                                (1,493,350)     (1,493,350)

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

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

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

January 17, 2000 exercise of warrants                            --             --                             --          50,670
January 20, 2000 cancellation of
founder's common stock                                    1,000,000            100                             --              --
February 29, 2000 warrants issued to
settle debt                                                      --             --                             --       1,393,247
May 29, 2000 issue of common stock
for acquisition                                                  --             --                             --         129,478
May 31, 2000 exercise of warrants                                --             --                             --         396,092
July 10, 2000 exercise of warrants                               --             --                             --          31,802
August 11, 2000 Richgold's common
stock reimbursement                                              --             --                             --       1,165,000
August 31, 2000 collection of
subsidiary share receivable                                      --             --                                         63,709
Net (loss) year ended November 30, 2000                                                                  (657,393)       (657,393)

---------------------------------------------------------------------------------------------------------------------------------
Balance November 30, 2000                                 1,000,000            100             --      (4,161,972)      1,029,441

January 10, 2001 issue of common stock                           --             --                             --          16,500
March 2001 issue of common stock                                 --             --                             --              --
March 14, 2001 issue of common stock
for marketing services                                           --             --                             --           7,500
March 23, 2001 issue of common stock
for marketing services                                           --             --                             --           6,250
April 5, 2001 issue of common stock                              --             --                             --              --
May 3, 2001 issue of common stock
for marketing services                                           --             --                             --           5,000
May 24, 2001 issue of common stock                               --             --                             --              --
May 29, 2001 issue of common stock
for other development costs                                      --             --                             --         111,356
September 11, 2001 issue of common
stock for marketing services                                     --             --                             --          11,250
October 12, 2001 issue of common
stock for property and equipment                                 --             --                             --       2,294,541
November 8, 2001 issue of common
stock                                                            --             --                             --              --
Net (loss) year ended November 30, 2001                                                                  (693,213)       (693,213)

---------------------------------------------------------------------------------------------------------------------------------
Balance November 30, 2001                                 1,000,000            100             --      (4,855,185)      2,788,625

December 2, 2001- issue of
Common stock for settlement of a note                            --             --             --              --           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                                             --             --             --              --          31,250

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

January 24, 2002-issue of common stock
Of which 125,000 shares were issued for
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                 Common Stock              Paid in     Subscriptions
                                                            Shares          Amount         Capital       Receivable
                                                       -------------------------------------------------------------
<S>                                                       <C>           <C>             <C>            <C>
Settlement of expenses                                       145,000              15          18,110             --

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

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

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

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

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

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

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

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

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

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

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

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

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

Net (loss) year ended November 30, 2002                           --              --              --             --

--------------------------------------------------------------------------------------------------------------------
Balance-November 30, 2002                                 39,144,695           3,915       8,358,608             --

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

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

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

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

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

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

<CAPTION>
                                                                                                     (Deficit)
                                                                                                    Accumulated
                                                                                      Deferred       During the
                                                              Treasury Stock           Stock        Development
                                                         Shares           Amount    Compensation        Stage           Total
                                                       --------------------------------------------------------------------------
<S>                                                      <C>         <C>            <C>             <C>             <C>
Settlement of expenses                                          --             --             --              --          18,125

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

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

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

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

May 14, 2002 issue of common stock for
Office expenses                                                 --             --             --              --           4,480

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

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

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

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

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

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

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

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

Net (loss) year ended November 30, 2002                         --             --             --      (3,591,729)     (3,591,729)

--------------------------------------------------------------------------------------------------------------------------------
Balance-November 30, 2002                                1,000,000            100             --      (8,446,915)        (84,292)

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

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

March 24. 2003,  issue of common stock
for cash At $.05 per share                                      --             --                             --          43,066

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

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

August 15, 2003, issue of common stock
in settlement of consulting fees at $.05 per share              --             --                             --          25,000
</TABLE>


<PAGE>

<TABLE>
<CAPTION>



                                                                 Common Stock              Paid in     Subscriptions
                                                            Shares          Amount         Capital       Receivable
                                                       -------------------------------------------------------------
<S>                                                       <C>           <C>             <C>            <C>
August 29, 2003, issue of common stock
for cash At $.05 per share                                   190,470              19           9,505             --

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

October 17, 2003, issue of common stock in
settlement of representation costs at $.05 per share       1,608,770             161          80,278             --
--------------------------------------------------------------------------------------------------------------------
October 17, 2003, issue of common stock
for cash At $.05 per share                                   100,000              10           4,990             --

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

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             --

Net (loss) year ended November 30, 2003                           --                                             --

--------------------------------------------------------------------------------------------------------------------
Balance-November 30, 2003                                 50,585,517           5,060       8,936,354             --

June through September of 2004 issue of
common stock In settlement of consulting fees              1,591,375             159         188,770             --

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

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             --

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

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

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

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             --

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

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

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

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

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

Net (loss) year ended November 30, 2004

--------------------------------------------------------------------------------------------------------------------
Balance November 30, 2004                                 66,488,743    $      6,649    $ 11,687,076   $         --
====================================================================================================================

<CAPTION>
                                                                                                     (Deficit)
                                                                                                    Accumulated
                                                                                      Deferred       During the
                                                              Treasury Stock           Stock        Development
                                                         Shares           Amount    Compensation        Stage           Total
                                                       --------------------------------------------------------------------------
<S>                                                      <C>         <C>            <C>             <C>             <C>
August 29, 2003, issue of common stock
for cash At $.05 per share                                      --             --             --              --           9,524

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

October 17, 2003, issue of common stock in
settlement of representation costs at $.05 per share            --             --                             --          80,439
--------------------------------------------------------------------------------------------------------------------------------
October 17, 2003, issue of common stock
for cash At $.05 per share                                      --             --             --              --           5,000

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

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

Net (loss) year ended November 30, 2003                                                                  (44,153)        (44,153)

--------------------------------------------------------------------------------------------------------------------------------
Balance-November 30, 2003                                1,000,000            100             --      (8,491,068)        450,446

June through September of 2004 issue of
common stock In settlement of consulting fees                   --             --       (122,834)             --          66,095

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

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

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

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

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

January through November of 2004 issue of
common stock In settlement of representation costs
at $.20 per share                                               --             --             --        (976,089)        803,681

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

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

June 24, 2004 issue of common stock for cash
at $.15 per share                                               --             --             --              --          40,600

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

November 22, 2004 issue of common stock for cash
at $.04 per share                                               --             --             --              --          30,000

Net (loss) year ended November 30, 2004                                                               (2,774,149)     (2,774,149)

--------------------------------------------------------------------------------------------------------------------------------
Balance November 30, 2004                                1,000,000   $        100   $ (1,098,923)   $(11,265,217)   $   (670,315)
================================================================================================================================
</TABLE>

See the accompanying notes to the financial statements.


<PAGE>

                               Millenia Hope Inc.
                          (A Development Stage Company)
                             Statement of Cash Flows
                   Years Ended November 30, 2004 and 2003, and
       the Period From Inception (December 24, 1997) to November 30, 2004

<TABLE>
<CAPTION>
                                                                   Year Ended     Year Ended      Inception to
                                                                   November 30    November 30     November 30,
                                                                      2004           2003             2004
                                                                  ------------    ------------    ------------
<S>                                                               <C>             <C>             <C>
   Operating Activities

Net (Loss)                                                        $ (2,774,149)   $    (44,153)   $(11,265,217)
   Depreciation                                                            832           1,042         111,269
   Non-controlling interest                                                 --          71,999              --
   (Gain) loss on disposition of  susidiary                                 --        (746,808)       (571,318)
   Sale of investment in subsidiary for services                            --              --          10,800
   Issue of capital stock for services                               1,423,013         486,539       3,653,505
   Issue of subsidiary capital stock for services                           --              --          69,875
   Issue of note for other development costs (subsequently
     converted to warrants)                                                 --              --         817,226
   Settlement of subscription receivable in exchange for
     marketing services                                                     --              --         256,250
   Accrued interest income                                             (40,707)        (30,960)        (84,098)
   Accrued interest expense                                                 --              --          29,574
   Interest expense settled with issuance of note (subsequently
     converted to warrants)                                                 --              --          27,770
   Write-off of leasehold improvements                                      --              --           2,663
   Write-off of notes receivable, related parties                      559,739              --         629,739
   Write-off of other assets                                                --              --       2,799,999
   Increase in accounts payable and accrued liabilities                563,411          11,085         750,113
                                                                  ------------    ------------    ------------
Cash (used in) operating activities                                   (267,861)       (251,256)     (2,761,850)
                                                                  ------------    ------------    ------------
Financing Activities
   Bank Overdraft                                                          172              78             172
   Related party payable, net                                             (888)            138       1,367,495
   Issuance of capital stock for cash                                  153,525          92,352       1,048,566
   Contribution to paid in capital                                          --              --       1,318,347
                                                                  ------------    ------------    ------------
Cash provided by financing activities                                  152,809          92,568       3,734,580
                                                                  ------------    ------------    ------------
Investing activities
   Additions to fixed assets                                                --              --        (128,715)
   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                                                     114,780          (1,040)         (2,207)
                                                                  ------------    ------------    ------------
Cash flows provided by (uised in investing activities                  114,780          (1,040)       (972,730)
                                                                  ------------    ------------    ------------

Increase (decrease) in cash                                               (272)            272              --

Cash and cash equivalents
      Beginning of period                                                  272              --              --
                                                                  ------------    ------------    ------------
      End of period                                               $         --    $        272    $         --
                                                                  ============    ============    ============
Non-Cash Investing and Financing Activities
  Settlement of accrued liabilities with common stock             $     76,850    $         --    $     76,850
                                                                  ============    ============    ============
  Common stock issued for deferred compensation                   $  1,098,923    $         --    $  1,098,923
                                                                  ============    ============    ============
Supplemental Cash Flow Information
  Cash Paid for Income Taxes                                      $         --    $         --    $         --
                                                                  ============    ============    ============
  Cash Paid for Interest                                          $         --    $         --    $    179,212
                                                                  ============    ============    ============
</TABLE>

See the accompanying notes to the financial statements.

<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2004

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 fifteen
      African and one Caribbean countries.

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  judgement  as to  the  outcome  of  future
      conditions and circumstances.

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

      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,   2004.   The   respective   carrying   value  of   certain
      on-balance-sheet  financial  instruments  approximated  their fair values.
      These financial instruments include cash and accounts payable. Fair values
      of cash and accounts  payable 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.

      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, 2004.

      Cash and Cash Equivalents

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

      Property and Equipment

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


                                      -3-
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2004

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

      Repairs  and  maintenance  are  charged  to  operations  as  incurred  and
      expenditures for significant  improvements  are  capitalized.  The cost of
      property  and  equipment  retired  or  sold,  together  with  the  related
      accumulated  amortization,  are  removed  from the  appropriate  asset and
      amortization  accounts,  and the  resulting  gain or loss is  included  in
      operations.

      Revenue Recognition

      The Company  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.

      Stock-Based Compensation

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

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

      Earnings (Loss) Per Share

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

      Recent Accounting Pronouncements

      In November  2004, the FASB issued SFAS 151,  "Inventory  Costs." SFAS 151
      amends the  accounting  for  abnormal  amounts of idle  facility  expense,
      freight, handling costs, and wasted material (spoilage) under the guidance
      in ARB 43, Chapter 4, "Inventory  Pricing." Paragraph 5 of ARB 43, Chapter
      4, previously stated that "...under some circumstances, items such as idle
      facility expense, excessive spoilage, double freight, and rehandling costs
      may be so abnormal as to require treatment as current period  charges...."
      This Statement  requires that those items be recognized as  current-period
      charges


                                      -4-
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2004

      regardless  of  whether  they  meet the  criterion  of "so  abnormal."  In
      addition,  this  Statement  requires that  allocation of fixed  production
      overheads to the costs of  conversion  be based on the normal  capacity of
      the production facilities. This statement is effective for inventory costs
      incurred  during fiscal years  beginning  after June 15, 2005.  Management
      does not  expect  adoption  of SFAS 151 to have a  material  impact on the
      Company's financial statements.

      In December  2004, the FASB issued SFAS 152,  "Accounting  for Real Estate
      Time-Sharing  Transactions." The FASB issued this Statement as a result of
      the  guidance   provided  in  AICPA  Statement  of  Position  (SOP)  04-2,
      "Accounting for Real Estate  Time-Sharing  Transactions." SOP 04-2 applies
      to all real estate time-sharing  transactions.  Among other items, the SOP
      provides  guidance on the  recording of credit losses and the treatment of
      selling  costs,  but does not change the revenue  recognition  guidance in
      SFAS  66,   "Accounting  for  Sales  of  Real  Estate,"  for  real  estate
      time-sharing  transactions.  SFAS 152 amends Statement 66 to reference the
      guidance  provided in SOP 04-2. SFAS 152 also amends SFAS 67,  "Accounting
      for Costs and Initial Rental Operations of Real Estate Projects", to state
      that SOP 04-2 provides the relevant  guidance on accounting for incidental
      operations  and  costs  related  to the sale of real  estate  time-sharing
      transactions.  SFAS 152 is effective  for years  beginning  after June 15,
      2005,  with  restatements  of  previously   issued  financial   statements
      prohibited.  Management  does not  expect  adoption  of SFAS 152 to have a
      material impact on the Company's financial statements.

      In December  2004,  the FASB issued SFAS 153,  "Exchanges  of  Nonmonetary
      Assets," an  amendment  to Opinion  No. 29,  "Accounting  for  Nonmonetary
      Transactions."   Statement  153  eliminates  certain  differences  in  the
      guidance  in Opinion  No. 29 as  compared  to the  guidance  contained  in
      standards  issued by the  International  Accounting  Standards  Board. The
      amendment  to  Opinion  No. 29  eliminates  the fair value  exception  for
      nonmonetary  exchanges of similar productive assets and replaces it with a
      general  exception  for exchanges of  nonmonetary  assets that do not have
      commercial  substance.  Such an exchange has  commercial  substance if the
      future cash flows of the entity are expected to change  significantly as a
      result  of the  exchange.  SFAS 153 is  effective  for  nonmonetary  asset
      exchanges  occurring in periods  beginning  after June 15,  2005.  Earlier
      application  is permitted for  nonmonetary  asset  exchanges  occurring in
      periods  beginning  after  December 16, 2004.  Management  does not expect
      adoption of SFAS 153 to have a material impact on the Company's  financial
      statements.

      In December 2004, the FASB issued SFAS 123(R), "Share-Based Payment." SFAS
      123(R) amends SFAS 123, "Accounting for Stock-Based Compensation," and APB
      Opinion  25,  "Accounting  for Stock  Issued to  Employees."  SFAS  123(R)
      requires  that the cost of  share-based  payment  transactions  (including
      those with  employees  and  non-employees)  be recognized in the financial
      statements. SFAS 123(R) applies to all share-based payment transactions in
      which an entity  acquires  goods or services  by issuing  (or  offering to
      issue) its shares,  share options, or other equity instruments (except for
      those held by an ESOP) or by incurring  liabilities  (1) in amounts  based
      (even  in  part)  on the  price of the  entity's  shares  or other  equity
      instruments,  or (2)  that  require  (or may  require)  settlement  by the
      issuance of an entity's shares or other equity instruments. This statement
      is effective (1) for public  companies  qualifying  as SEC small  business
      issuers,  as of the first interim  period or fiscal year  beginning  after
      December 15, 2005, or (2) for all other public companies,  as of the first
      interim  period or fiscal year  beginning  after June 15, 2005, or (3) for
      all  nonpublic  entities,  as of the first  fiscal  year  beginning  after
      December 15, 2005.  Management  is currently  assessing the effect of SFAS
      No. 123(R) on the Company's financial statements.


                                      -5-
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2004

3.    Going Concern

      The  accompanying  financial  statements  have been prepared  assuming the
      Company will continue as a going concern.  The Company reported net losses
      of $2,214,412  and $44,153 for the years ended  November 30, 2004 and 2003
      respectively,  as  well  as  reporting  net  losses  of  $10,705,478  from
      inception  (December  24, 1997) to November 30, 2004. At November 30, 2004
      the company had negative working capital of $673,653.  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.  The  officers  and  directors  of the Company have
      indicated  their  commitment to fund the  operations  of the  organization
      during the next fiscal year until the organization can generate sufficient
      cash flow from operations to meet current operating expenses and overhead.

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

4.    Fixed Assets

                                             Accumulated            Net Carrying
                            Cost             Depreciation           Amount

Furniture & fixtures        $15,900          $ 12,563               $3,337

5.    Other Assets

      Other  assets  comprise  the  Company's  68%  interest in land,  plant and
      equipment  located in Brazil to be used for the  growing of plants and the
      processing of raw materials for the  production of MMH  Malarex(TM).  This
      interest  had not been legally  registered.  The plant and  equipment  are
      currently  used  by  the  32%  owner,  on a  rent-free  basis,  for  their
      production.  The  Company  purchased  these  assets on  October 7, 2001 in
      exchange for a $500,000  deposit and  7,000,000  shares of the Company and
      1,000,000  shares of the subsidiary  company,  Sword Comp-Soft Corp. These
      assets were to have been  transferred to a newly formed  corporation to be
      owned 68% by the Company by October 7, 2002.  As this never  occurred  and
      due to  impediments  to legally  register  ownership in the facility,  the
      Company has written down the assets to $0.

6.    Acquisition of Sword Comp-Soft. Corp.

      On May 29, 2000, the Company issued  5,000,000  shares of common stock and
      5,000,000 warrants in exchange for 35,700,000  shares,  representing 76.5%
      of the  outstanding  common shares of Sword  Comp-Soft,  Corp., a Delaware
      corporation which provides on-line interactive health services through the
      Internet.  The warrants were  exercisable  at $2.00 USD and expired on May
      29, 2003. The  transaction  was recorded using the purchase  method as the
      registrant acquired 76.45% of Sword Comp-Soft,  Corp.'s outstanding shares
      at May 29, 2000.


                                      -6-
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2004

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

      On  March 5,  2003,  the  Company  signed  an  agreement  with its  former
      subsidiary  company to divest  itself of all of its common  shares held in
      the subsidiary company,  this being 30,700,000 shares. In exchange for the
      30,700,000 Sword shares  transferred back, the former  subsidiary  company
      gave the Company a promissory note for $700,000.  This note was originally
      due on March 3, 2004 and was  subsequently  extended  to March 3, 2005 and
      again to June 30, 2006. In addition, the Subsidiary transferred all rights
      and ownership of the application  Service  Provider in the E-Health Sector
      business  to the  Company.  As of November  30,  2004,  the  balance  owed
      Millenia on the note was $559,739, which has been fully reserved.

7.    Contingent Liability and Commitments

      Legal  proceedings  have been  instituted  against  the company by a third
      party claiming  $158,000 with respect to alleged services  rendered to the
      company. Payment of these services was to have been made by the Company by
      the  issue of  607,000  shares of common  stock  having a market  value of
      $158,000  as at the  date of the  alleged  rendering  of  services.  It is
      management's   opinion  that  these   services  were  never  rendered  and
      accordingly, no provision for this claim has been made in the accounts.

      The  Company's  office lease was renewed for another  twelve months ending
      August 31,  2005.  Rent is payable at $2,500 per month.  The future  lease
      payments at November 30, 2004 are for nine months totaling  $22,500.  Rent
      expense was approximately 30,000 for the years ended November 30, 2004 and
      2003, respectively.

      During the year ended  November 30, 2004,  the Company  failed to have the
      financial  statements  included  in its August  2004 Form  10-QSB  filings
      reviewed by an  independent  auditor  registered  with the Public  Company
      Accounting Oversight Board. This is currently in process of being done.

      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.

8.    Income Taxes

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

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


                                      -7-
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2004

      As at November 30, 2004, there were approximately $7,664,000 of tax losses
      that may be applied  against  earnings of future years,  expiring  through
      2019.

9.    Stockholders' Equity

      Common Stock

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

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

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

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

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

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

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

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

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

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

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

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

      On February 28,  2004,  the Company  issued  1,000,000  common  shares for
      rental expenses of


                                      -8-
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2004

      $290,000.  The share value was based on fair market  value on the date the
      contract was entered into.

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

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

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

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

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

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

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

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

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

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

10.   Non-Cash Financing and Investing Activities

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

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

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

                                                                     $ 1,393,249
                                                                     -----------

      On May 29, 2000, the Company issued  5,000,000  shares of common stock and
      5,000,000  warrants in exchange for 35,700,000  shares of Sword Comp-Soft,
      Corp. (Note 6).

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


                                      -9-
<PAGE>

      Date                           Stock Issued             Value

      March 1999                     1,111,220                $1,514,215
      March 14, 2001                 30,000                   7,500
      March 23, 2001                 25,000                   6,250
      May 3, 2001                    20,000                   5,000
      September 11, 2001             75,000                   11,250
      December 2, 2001               25,000                   3,125
      January 10, 2002               100,000                  12,500
      January 17, 2002               68,750                   8,594
      January 24, 2002               125,000                  15,625
      February 21, 2002              150,000                  18,750
      April 11, 2002                 372,600                  44,712
      April 25, 2002                 270,000                  32,400
      May 3, 2002                    13,650                   1,638
      May 14, 2002                   32,000                   4,480
      June 5, 2002                   200,000                  28,000
      June 21, 2002                  100,000                  14,000
      August 16, 2002                25,000                   2,500
      October 14, 2002               105,000                  14,700
      October 14, 2002               2,000,000                160,000
      November 14, 2002              13,400                   1,340

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

      On October 7, 2001,  the Company  purchased an interest in land,  building
      and  equipment  (note 6) from a third  party in  exchange  for a  $500,000
      deposit,  7,000,000  shares  of the  Company  and  1,000,00  shares of the
      subsidiary company, Sword Comp-Soft. Corp.

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

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

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

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

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

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


                                      -10-
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2004

10.   Related Party Transactions

      At November  30, 2003 the Company had a related  party  payable of $1,106.
      During  the  year  ended  November  30,  2004,  the  Company's   financing
      activities  with  related  parties  consisted of  borrowings  $306,640 and
      repayments $307,528. The balance of $218 at November 30, 2004 is unsecured
      and accrues no interest and is included in accounts payable.

11.   Subsequent Events

      On  January  26,   2005   Millenia   Hope  and  Dr.  Knox  Van  Dyke,   an
      internationally  acclaimed  malaria  expert,  signed an agreement  whereby
      Millenia would acquire all of Dr. Van Dyke's right to US Patent # 5025020,
      6528519  and  6124315  and  any  derivatives  or  subpatent  thereof.  The
      aforementioned  includes the use of  tetrandrine  in fighting  malaria and
      colo-rectal  cancer  and the  method  to  empower  primary  drugs to fight
      multi-drug resistant strains.

      The  agreement  calls for  Millenia to pay Dr.  Knox Van Dyke  $125,000 in
      cash, 5 million  restricted  shares of Millenia common stock and 5 million
      options,  valid for 10 years, to purchase Millenia common shares, at $1.00
      per share.  Furthermore,  Millenia  will pay Dr.  Knox Van Dyke $3,000 per
      month in maintenance fees and provide $100,000 in annual research funding,
      commencing with March 2005.

      Between  December 1, 2004 and March 31, 2005 the Company issued  6,798,608
      common shares for cash of $371,000.


                                      -11-